LAMAR ADVERTISING
COMPANY
1996 EQUITY INCENTIVE
PLAN
(as amended and restated in
February 2009)
The purpose of the
Lamar Advertising Company 1996 Equity Incentive Plan (the
“Plan”) is to attract and retain directors, key
employees and consultants of the Company and its Affiliates, to
provide an incentive for them to achieve long-range performance
goals, and to enable them to participate in the long-term growth of
the Company by granting Awards with respect to the Company’s
Class A Common Stock (the “Common Stock”). Certain
capitalized terms used herein are defined in Section 9
below.
The Plan shall be
administered by the Committee. The Committee shall select the
Participants to receive Awards and shall determine the terms and
conditions of the Awards. The Committee shall have authority to
adopt, alter and repeal such administrative rules, guidelines and
practices governing the operation of the Plan as it shall from time
to time consider advisable, and to interpret the provisions of the
Plan. The Committee’s decisions shall be final and binding.
To the extent permitted by applicable law, the Committee may
delegate to one or more executive officers of the Company the power
to make Awards to Participants who are not Reporting Persons or
Covered Employees and all determinations under the Plan with
respect thereto, provided that the Committee shall fix the maximum
amount of such Awards for all such Participants and a maximum for
any one Participant. In its absolute discretion, the Board may at
any time and from time to time exercise any and all rights and
duties of the Committee under this Plan except with respect to
matters which under Rule 16b-3 or Section 162(m) of the
Internal Revenue Code (the “Code”), or any regulations
or rules issued thereunder, are required to be determined in the
sole discretion of the Committee. In this regard, to the extent
that the guidelines pursuant to Section 162(m) are applicable, not
only will the Committee consist solely of two or more outside
directors but said Committee shall be required to certify that any
Performance Goals and/or other material terms associated with any
Award have been satisfied prior to the payment of any
Award.
All directors,
employees and consultants of the Company or any Affiliate capable
of contributing significantly to the successful performance of the
Company, other than a person who has irrevocably elected not to be
eligible, are eligible to be Participants in the Plan. Incentive
Stock Options may be granted only to persons eligible to receive
such Options under the Code.
4.
Stock/Cash Available for Awards
(a)
Amount . Subject to adjustment under subsection (b),
Awards may be made under the Plan for up to 13,000,000 shares of
Common Stock or cash bonuses up to $10,000,000. If any Award
expires or is terminated unexercised or is forfeited or settled in
a manner that results in fewer shares outstanding than were
awarded, the shares subject to such Award, to the extent of such
expiration, termination, forfeiture or decrease, shall again be
available for award under the Plan. To the extent required by
Section 162(m) of the Code if, after grant of an Option, the price
of shares subject to such Option is reduced, the transaction shall
be treated as a cancellation of the Option and a grant of a new
Option. Common Stock issued through the assumption or substitution
of outstanding grants from an acquired company shall not reduce the
shares available for Awards under the Plan. Shares issued under the
Plan may consist in whole or in part of authorized but unissued
shares or treasury shares.
(b)
Adjustment . In the event that the Committee
determines that any stock dividend, extraordinary cash dividend,
recapitalization, reorganization, merger, consolidation, split-up,
spin-off, combination, exchange of shares or other transaction
affects the Common Stock such that an adjustment is required in
order to preserve the benefits intended to be provided by the Plan,
then the Committee (subject in the case of Incentive Stock Options
to any limitation required under the Code) shall equitably adjust
any or all of (i) the number and kind of shares in respect of
which Awards may be made under the Plan, (ii) the number and
kind of shares subject to outstanding Awards and (iii) the
exercise price with respect to any of the foregoing, and if
considered appropriate, the Committee may make provision for a cash
bonus with respect to an outstanding Award, provided that the
number of shares subject to any Award shall always be a whole
number.
(c)
Limit on Individual Grants . The maximum number of
shares of Common Stock subject to Options and Stock Appreciation
Rights that may be granted to any Participant in the aggregate in
any calendar year shall not exceed 350,000 shares and the maximum
number of shares of Common Stock that may be granted as Restricted
Stock, Unrestricted Stock Awards, Restricted Stock Units with
respect to which Performance Goals apply under Section 7
below, to any Participant in the aggregate in any calendar year
shall not exceed 350,000, subject to adjustment under subsection
(b). The maximum cash Award that may be issued to any Participant
in any calendar year shall be $2,000,000.
(a)
Grant of Options . Subject to the provisions of the
Plan, the Committee may grant options (“Options”) to
purchase shares of Common Stock (i) complying with the
requirements of Section 422 of the Code or any successor
provision and any regulations thereunder (“Incentive Stock
Options” or “ISOs”) and (ii) not intended to
comply with such requirements (“Nonstatutory Stock
Options” or “NSOs”). The Committee shall
determine the number of shares subject to each Option and the
exercise price therefor, which shall not be less than 100% of the
Fair Market Value of the Common Stock on the date of grant. No
Incentive Stock Options may be granted hereunder more than ten
years after the last date on which the Plan was approved for
purposes of Section 422 of the Code.
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(b)
Terms and Conditions . Each Option shall be
exercisable at such times and subject to such terms and conditions
as the Committee may specify in the applicable grant or thereafter.
The Committee may impose such conditions with respect to the
exercise of Options, including conditions relating to applicable
federal or state securities laws, as it considers necessary or
advisable. To the extent required by Section 162(m) of the Code if,
after grant of an Option, the price of shares subject to such
Option is reduced, the transaction shall be treated as a
cancellation of the Option and a grant of a new Option.
(c)
Payment . No shares shall be delivered pursuant to
any exercise of an Option until payment in full of the exercise
price therefor is received by the Company. Such payment may be made
in whole or in part in cash or, to the extent permitted by the
Committee at or after the grant of the Option, by delivery of a
note or other commitment satisfactory to the Committee or shares of
Common Stock owned by the optionee, including Restricted Stock,
Restricted Stock Units or by retaining shares otherwise issuable
pursuant to the Option, in each case valued at their Fair Market
Value on the date of delivery or retention, or such other lawful
consideration as the Committee may determine.
(d)
Unexercised Options and Other Rights . To the extent
that (i) a Stock Option expires or is otherwise terminated
without being exercised, or (ii) any shares of Stock subject
to any other Award granted hereunder are forfeited, such shares
shall again be available for issuance in connection with future
awards under the Plan. If any shares of Stock have been pledged as
collateral for indebtedness incurred by a Participant in connection
with the exercise of a Stock Option and such shares are returned to
the Company in satisfaction of such indebtedness, such shares shall
again be available for issuance in connection with future awards
under the Plan. To the extent that a share is subject to an
outstanding Option, Stock Appreciation Right or other stock-based
Award, such share shall reduce the share authorization by one share
of stock. Notwithstanding the foregoing, Awards that are expired,
cancelled, forfeited or otherwise returned to the Company cannot be
recounted for purposes of Section 162(m) of the Code and the
Committee shall consider such limitation when regranting such
Awards.
(e)
Annual Limit on Incentive Stock Options . Each
eligible employee may be granted Options treated as ISOs only to
the extent that, in the aggregate under this Plan and all incentive
stock option plans of the Company, ISOs do not become exercisable
for the first time by such employee during any calendar year with
respect to stock having a fair market value (determined at the time
the ISOs were granted) in excess of $100,000. The Company intends
to designate any Options granted in excess of such limitation as
NSOs
6. Stock
Appreciation Rights
(a)
Grant of SARs . Subject to the provisions of the
Plan, the Committee may grant rights to receive any excess in value
of shares of Common Stock over the exercise price (“Stock
Appreciation Rights” or “SARs”) in tandem with an
Option (at or after the award of the Option), or alone and
unrelated to an Option. SARs in tandem with an Option shall
terminate to the extent that the related Option is exercised, and
the related Option shall terminate to the extent that the tandem
SARs are exercised. The Committee shall determine at the time of
grant or thereafter whether SARs are settled in cash, Common Stock
or other securities of the Company,
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Awards or other
property, and may define the manner of determining the excess in
value of the shares of Common Stock.
(b)
Exercise Price . The Committee shall fix the exercise
price of each SAR or specify the manner in which the price shall be
determined. An SAR granted in tandem with an Option shall have an
exercise price not less than the exercise price of the related
Option. SARs granted alone and unrelated to an Option may be
granted at such exercise prices as the Committee may determine, but
no less than Fair Market Value.
(c)
Treatment of Dividend Rights. No SAR shall include a
right to dividends between the date of grant and date of exercise
in the absence of a separate agreement in compliance with the
requirements of Section 409A of the Code.
(a)
Grant of Restricted or Unrestricted Stock . Subject
to the provisions of the Plan, the Committee may grant shares of
Common Stock subject to forfeiture (“Restricted Stock”)
and determine the duration of the period (the “Restricted
Period”) during which, and the conditions under which, the
shares may be forfeited to the Company and the other terms and
conditions of such Awards. Shares of Restricted Stock may be issued
for no cash consideration, such minimum consideration as may be
required by applicable law or such other consideration as the
Committee may determine. Shares of Restricted Stock may not be
sold, assigned, transferred, pledged or otherwise encumbered,
except as permitted by the Committee or the applicable Restricted
Stock Agreement during the Restricted Period. Shares of Restricted
Stock shall be evidenced in such manner as the Committee may
determine. Any certificates issued in respect of shares of
Restricted Stock shall be registered in the name of the Participant
and unless otherwise determined by the Committee, deposited by the
Participant, together with a stock power endorsed in blank, with
the Company. At the expiration of the Rest
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