OF THE CODE AND ANY
CORRESPONDING PROVISIONS OF STATE TAX LAWS IF THE GRANTEE ELECTS TO MAKE SUCH
ELECTION, AND THE GRANTEE AGREES TO TIMELY PROVIDE THE COMPANY WITH A COPY OF
ANY SUCH ELECTION.
7.
SECTION 409A.
(A)
IT IS THE INTENT OF THE COMPANY THAT THE PAYMENTS AND
BENEFITS UNDER THIS AGREEMENT SHALL COMPLY WITH, OR BE EXEMPT FROM, SECTION 409A
OF THE CODE AND APPLICABLE REGULATIONS AND GUIDANCE
4
THEREUNDER (COLLECTIVELY, "SECTION 409A") AND ACCORDINGLY, TO THE MAXIMUM EXTENT
PERMITTED, THIS AGREEMENT SHALL BE INTERPRETED TO BE IN COMPLIANCE WITH, OR BE
EXEMPT FROM, SECTION 409A.
IN NO EVENT WHATSOEVER SHALL THE COMPANY BE LIABLE
FOR ANY ADDITIONAL TAX, INTEREST OR PENALTY THAT MAY BE IMPOSED ON THE GRANTEE
BY SECTION 409A OR FOR ANY DAMAGES FOR FAILING TO COMPLY WITH SECTION 409A.
(B)
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE
CONTRARY, IN NO EVENT SHALL ANY PAYMENT THAT CONSTITUTES "NONQUALIFIED DEFERRED
COMPENSATION" FOR PURPOSES OF CODE SECTION 409A BE SUBJECT TO OFFSET UNDER THIS
AGREEMENT BY ANY OTHER AMOUNT UNLESS OTHERWISE PERMITTED BY CODE SECTION 409A.
8.
NON-TRANSFERABILITY.
THIS AWARD IS NOT ASSIGNABLE OR
TRANSFERABLE EXCEPT UPON THE GRANTEE'S DEATH TO A BENEFICIARY DESIGNATED BY THE
GRANTEE IN A MANNER PRESCRIBED OR APPROVED FOR THIS PURPOSE BY THE COMMITTEE OR,
IF NO DESIGNATED BENEFICIARY SHALL SURVIVE THE GRANTEE, PURSUANT TO THE
GRANTEE'S WILL OR BY THE LAWS OF DESCENT AND DISTRIBUTION.
9.
LIMITATION OF RIGHTS.
NOTHING CONTAINED IN THIS AGREEMENT
SHALL CONFER UPON THE GRANTEE ANY RIGHT WITH RESPECT TO THE CONTINUATION OF HIS
EMPLOYMENT OR SERVICE WITH THE COMPANY, OR INTERFERE IN ANY WAY WITH THE RIGHT
OF THE COMPANY AT ANY TIME TO TERMINATE SUCH EMPLOYMENT OR OTHER SERVICE OR TO
INCREASE OR DECREASE, OR OTHERWISE ADJUST, THE COMPENSATION AND/OR OTHER TERMS
AND CONDITIONS OF THE GRANTEE'S EMPLOYMENT OR OTHER SERVICE.
10.
SECURITIES REPRESENTATIONS.
THE GRANTEE AGREES, BY ACCEPTANCE
OF THIS AWARD, THAT, UPON ISSUANCE OF ANY SHARES HEREUNDER, THAT, UNLESS SUCH
SHARES ARE THEN REGISTERED UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS,
(I) ACQUISITION OF SUCH SHARES WILL BE FOR INVESTMENT AND NOT WITH A VIEW TO THE
DISTRIBUTION THEREOF, AND (II) THE COMPANY MAY REQUIRE AN INVESTMENT LETTER FROM
THE GRANTEE IN SUCH FORM AS MAY BE RECOMMENDED BY COMPANY COUNSEL.
THE COMPANY
SHALL IN NO EVENT BE OBLIGED TO REGISTER ANY SECURITIES PURSUANT TO THE
SECURITIES ACT OF 1933 (AS NOW IN EFFECT OR AS HEREAFTER AMENDED) OR TO TAKE ANY
OTHER AFFIRMATIVE ACTION IN ORDER TO THE ISSUANCE OR TRANSFER OF SHARES PURSUANT
TO THIS AWARD TO COMPLY WITH ANY LAW OR REGULATION OF ANY GOVERNMENTAL
AUTHORITY.
11.
NOTICE.
ANY NOTICE TO THE COMPANY PROVIDED FOR IN THIS
AGREEMENT SHALL BE ADDRESSED TO IT IN CARE OF ITS SECRETARY AT ITS EXECUTIVE
OFFICES AT CLEAR CHANNEL OUTDOOR HOLDINGS, INC., 200 EAST BASSE ROAD, SAN
ANTONIO, TEXAS 78209-8328, AND ANY NOTICE TO THE GRANTEE SHALL BE ADDRESSED TO
THE GRANTEE AT THE CURRENT ADDRESS SHOWN ON THE PAYROLL