PORTION OF HIS
TARGET ANNUAL INCENTIVE PRO-RATED FROM THE BEGINNING OF THE APPLICABLE FISCAL
YEAR IN WHICH SUCH TERMINATION OCCURS THROUGH THE DATE OF TERMINATION, AND
DISREGARDING FOR THIS PURPOSE THE REQUIREMENT TO SATISFY ANY PERFORMANCE
OBJECTIVES, (THE "PRO-RATA BONUS") AND SUCH OTHER PAYMENTS AND BENEFITS IN
ACCORDANCE WITH THE COMPANY'S STANDARD PLANS, PROGRAMS AND PRACTICES (IF ANY).
(D)
VOLUNTARY TERMINATION WITHOUT GOOD REASON OR TERMINATION FOR
CAUSE.
IF EXECUTIVE'S EMPLOYMENT IS TERMINATED VOLUNTARILY, WITHOUT GOOD REASON
OR IS TERMINATED FOR CAUSE BY THE COMPANY, THEN, EXCEPT AS PROVIDED IN SECTION
7, (I) ALL FURTHER VESTING OF EXECUTIVE'S OUTSTANDING OPTIONS, RESTRICTED STOCK,
PERFORMANCE UNITS AND ANY OTHER EQUITY AWARDS GRANTED BY THE COMPANY TO
EXECUTIVE WILL TERMINATE IMMEDIATELY; (II) ALL PAYMENTS OF COMPENSATION BY THE
COMPANY TO EXECUTIVE HEREUNDER WILL TERMINATE IMMEDIATELY, AND (III) EXECUTIVE
WILL BE ELIGIBLE FOR SEVERANCE BENEFITS ONLY IN ACCORDANCE WITH THE COMPANY'S
THEN ESTABLISHED PLANS AND/OR POLICIES (IF ANY).
(E)
NON-RENEWAL OF THE EMPLOYMENT TERM.
IF, FOLLOWING THE EXPIRATION
OF THE INITIAL TERM OR ADDITIONAL TERM, THE COMPANY ELECTS TO NOT RENEW THIS
AGREEMENT, EXECUTIVE SHALL RECEIVE, IN ADDITION TO THE PAYMENTS REQUIRED BY
SECTION 7, A PRO-RATA BONUS.
9.
CONDITIONS TO RECEIPT OF SEVERANCE; NONDISPARAGEMENT; NO DUTY TO
MITIGATE.
(A)
RELEASE OF CLAIMS AGREEMENT.
THE RECEIPT OF ANY SEVERANCE OR
OTHER BENEFITS PURSUANT TO SECTION 8 WILL BE SUBJECT TO EXECUTIVE SIGNING AND
NOT REVOKING A RELEASE OF CLAIMS AGREEMENT IN SUBSTANTIALLY THE FORM ATTACHED AS
EXHIBIT B, BUT WITH ANY APPROPRIATE REASONABLE MODIFICATIONS, REFLECTING CHANGES
IN APPLICABLE LAW, AS IS NECESSARY TO PROVIDE THE COMPANY WITH THE PROTECTION IT
WOULD HAVE IF THE RELEASE OF CLAIMS WERE EXECUTED AS OF THE EFFECTIVE DATE.
NO
SEVERANCE OR OTHER BENEFITS WILL BE PAID OR PROVIDED UNTIL THE RELEASE OF CLAIMS
AGREEMENT BECOMES EFFECTIVE, AND ANY SEVERANCE AMOUNTS OR BENEFITS OTHERWISE
PAYABLE BETWEEN THE DATE OF EXECUTIVE'S TERMINATION AND THE DATE SUCH RELEASE
BECOMES EFFECTIVE SHALL BE PAID ON THE EFFECTIVE DATE OF SUCH RELEASE.
6
(B)
NON-SOLICITATION AND NON-COMPETITION.
THE RECEIPT OF ANY
SEVERANCE OR OTHER BENEFITS PURSUANT TO SECTION 8 WILL BE SUBJECT TO EXECUTIVE
AGREEING THAT DURING THE EMPLOYMENT TERM AND CONTINUANCE PERIOD, EXECUTIVE WILL
NOT (I) SOLICIT ANY EMPLOYEE OF THE COMPANY (OTHER THAN EXECUTIVE'S PERSONAL
ASSISTANT) FOR EMPLOYMENT OTHER THAN AT THE COMPANY, OR (II) DIRECTLY OR
INDIRECTLY ENGAGE IN, HAVE ANY OWNERSHIP INTEREST IN OR PARTICIPATE IN ANY
ENTITY THAT AS OF THE DATE OF TERMINATION, COMPETES WITH THE COMPANY WITH
RESPECT TO OUTDOOR PROGRAMMING.
EXECUTIVE'S PASSIVE OWNERSHIP OF NOT MORE THAN
1% OF ANY PUBLICLY TRADED COMPANY AND/OR 5% OWNERSHIP OF ANY PRIVATELY HELD
COMPANY WILL NOT CONSTITUTE A BREACH OF THIS SECTION 9(B).
IN ADDITION,
EXECUTIVE'S OWNERSHIP AND INVOLVEMENT WITH THE ENTITIES REFERENCED ON EXHIBIT A
WILL ALSO NOT CONSTITUTE A BREACH OF THIS SECTION 9(B).
(C)
NONDISPARAGEMENT.
DURING THE EMPLOYMENT TERM AND CONTINUANCE
PERIOD, EXECUTIVE WILL NOT KNOWINGLY AND MATERIALLY DISPARAGE, CRITICIZE, OR
OTHERWISE MAKE ANY DEROGATORY STATEMENTS REGARDING THE COMPANY.
DURING THE
EMPLOYMENT TERM AND