Exhibit 10.3
CLEAR CHANNEL OUTDOOR HOLDINGS, INC.
2005 STOCK INCENTIVE PLAN
RESTRICTED STOCK AWARD AGREEMENT
THIS RESTRICTED STOCK AWARD AGREEMENT
(the “Agreement”), made as of the ___day of ___, 20___
(the “Grant Date”) by and between Clear Channel Outdoor
Holdings, Inc., a Delaware corporation (the “Company”),
and (the “Grantee”), evidences the grant by the Company
of an award of restricted stock (the “Award”) to the
Grantee on such date and the Grantee’s acceptance of the
Award in accordance with the provisions of the Clear Channel
Outdoor Holdings, Inc. 2005 Stock Incentive Plan (the
“Plan”). The Company and the Grantee agree as
follows:
1. Basis for Award .
This Award is made under the Plan pursuant to Section 8
thereof for service rendered or to be rendered to the Company by
the Grantee, subject to all of the terms and conditions of this
Agreement, including, without limitation, Section 4(b)
hereof.
2. Stock Awarded .
(a) The Company hereby awards to the
Grantee, in the aggregate, shares of Restricted Stock (the
“Restricted Stock”) which shall be subject to the
restrictions and conditions set forth in the Plan and in this
Agreement.
(b) Shares of Restricted Stock shall
be evidenced by book-entry registration with the Company’s
transfer agent, subject to such stop-transfer orders and other
terms deemed appropriate by the Compensation Committee of the
Company’s Board of Directors (the “Committee”) to
reflect the restrictions applicable to such Award. Notwithstanding
the foregoing, if any certificate is issued in respect of shares of
Restricted Stock at the sole discretion of the Committee, such
certificate shall be registered in the name of Grantee and shall
bear an appropriate legend referring to the terms, conditions, and
restrictions applicable to such award, substantially in the
following form:
“THE
TRANSFERABILITY OF THIS CERTIFICATE AND THE COMMON STOCK
REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS
(INCLUDING FORFEITURE) CONTAINED IN THE RESTRICTED STOCK AWARD
AGREEMENT DATED AS OF ___, 20___, ENTERED INTO BETWEEN THE
REGISTERED OWNER AND CLEAR CHANNEL OUTDOOR HOLDINGS,
INC.”
If a
certificate is issued with respect to the Restricted Stock, the
Committee may require that the certificate evidencing such shares
be held in custody by the Company until the restrictions thereon
shall have lapsed and that the Grantee deliver a stock power,
endorsed in blank, relating to the Shares covered by such Award. At
the expiration of the restrictions, the Company shall instruct the
transfer agent to release the shares from the restrictions
applicable to such Award, subject to the terms of the Plan and
applicable law or, in the event that a certificate has been issued,
redeliver to the Grantee (or his legal representative, beneficiary
or heir) share certificates for the Shares deposited with it
without any legend except as otherwise provided by the Plan,
this
Agreement or
applicable law. During the period that the Grantee holds the shares
of Restricted Stock, the Grantee shall have the right to receive
dividends on and to vote the Restricted Stock while it is subject
to restriction; provided, however, that shares of Common Stock
distributed in connection with a stock split or stock dividend, and
other property distributed as a dividend, with respect to the
Restricted Stock shall be subject to the transfer and forfeiture
restrictions to the same extent as the Restricted Stock. If the
Award is forfeited in whole or in part, the Grantee will assign,
transfer, and deliver any evidence of the shares of Restricted
Stock to the Company and cooperate with the Company to reflect such
forfeiture.
(c) In addition to the forfeiture
restrictions set forth herein, prior to vesting as provided in
Sections 3 and 4(a) of this Agreement, the shares of
Restricted Stock may not be sold, assigned, transferred,
hypothecated, pledged or otherwise alienated (collectively a
“Transfer”) by the Grantee and any such Transfer or
attempted Transfer, whether voluntary or involuntary, and if
involuntary whether by process of law in any civil or criminal
suit, action or proceeding, whether in the nature of an insolvency
or bankruptcy proceeding or otherwise, shall be void and of no
effect.
3. Vesting . Except as
otherwise provided in this Agreement, the restrictions described in
Section 2 of this Agreement will lapse with respect to 25% of
the Restricted Stock on the third anniversary of the Grant Date and
as to an additional 25% of the Restricted Stock on the fourth
anniversary of the Grant Date and as to an additional 50% of the
Restricted Stock on the fifth anniversary of the Grant Date (each a
“Vesting Date”); provided , that , the
Grantee is still employed or performing services for the Company on
each such Vesting Date. In the event of the Grantee’s
termination of employment or service prior to the date that all of
the Restricted Stock is vested, except as otherwise provided in
this Agreement, all Restricted Stock still subject to restriction
shall be forfeited.
(a) If the Grantee’s
termination of employment or service is due to death and such death
occurs prior to the date that all of the Restricted Stock is
vested, all restrictions will lapse with respect to 100% of the
Restricted Stock still subject to restriction on the date of
death.
(b) If the Grantee’s
termination of employment or service is due to Disability (as
defined herein) or Retirement (as defined herein) and such
Disability or Retirement, as the case may be, occurs prior to the
date that all of the Restricted Stock is vested, the Grantee shall
be treated, for purposes of this Agreement only, as if his/her
employment or service continued with the Company until the date
that all restrictions on the Restricted Stock have lapsed (the
“Extension Period”) and such Restricted Stock will vest
in accordance with the schedule set forth herein; provided ,
that , if the Grantee dies during the Extension Period and
the Restricted Stock has not been forfeited in accordance with
Section 4(b), all restrictions will lapse with respect to 100%
of the Restricted Stock still subject to restriction on the date of
death. “Disability” shall mean (i) if the
Grantee’s employment with the Company is subject to the terms
of an employment or other service agreement between such Grantee
and the Company, which agreement includes a definition of
“Disability”, the term “Disability” shall
have the meaning set forth in such agreement during the period that
such agreement remains in effect; and (ii) in all other cases,
the term “Disability” shall mean a physical or mental
infirmity which impairs the Grantee’s ability to perform
substantially his or her duties for a period of one hundred eighty
(180) consecutive days. “Retirement” shall mean the
Grantee’s resignation from the Company
2
on or after the
date on which the sum of
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