Exhibit 10.24
INTEREP NATIONAL RADIO SALES, INC.
NON-QUALIFIED STOCK OPTION
CLASS B COMMON STOCK - 3 YEAR VESTING
Optionee: Marc Guild
Grant Date: April 25, 2000
Option Shares: 40,000
Option Price: $2.81 per share
Interep National Radio Sales, Inc. (Interep, we or us), grants to the
Optionee named above (you) a stock option (the Option) to purchase from us the
number of shares stated above (the Option Shares) of Interep's Class B Common
Stock (the `Common Stock'). The purchase price to be paid on each exercise of
this Option is stated above (the `Option Price') and is the fair market value of
a share of Common Stock on the date of this Option, as determined by the
Compensation Committee of our Board of Directors (the `Committee'). This Option
has been granted on the date stated above (the `Grant Date'), under our 1999
Stock Incentive Plan (the `Plan'), and is subject to the following terms and
conditions:
1. Non-Qualified Option. The Option is a `non-qualified stock option', as
described in Treasury Regulation 1.83-7 under the Internal Revenue Code of 1986,
as amended (the `Code').
2. Vesting.
(a) General. You will be able to exercise this Option only to the extent it
is vested. Beginning on the first anniversary of the Grant Date, you will be
entitled to exercise this Option with respect to one-third of the total Option
Shares. On each of the next two anniversaries of the Grant Date, you will be
entitled to exercise this Option with respect to an additional one-third of the
total Option Shares. In order for this Option to vest on any date referred to
above, you must be employed by Interep or one of its subsidiaries on that date.
The Committee may, in its discretion, modify, waive or eliminate such vesting
requirements.
(b) Change in Control. Notwithstanding the provisions of Section 2(a), this
Option will automatically become fully vested and exercisable in the event of a
"Change in Control", which means the occurrence of any of the following events:
(i) any "person," including a "group" (as such terms are used in
Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934 (the
`Exchange Act'), but excluding us, our `Affiliates' (that is, any of our
subsidiaries or any parent corporation), or any of our or our Affiliates'
employee benefit plans or employees or any group of which any of the
foregoing is a member, is or becomes the "beneficial owner" (as defined in
Rule 13(d)(3) under the Exchange Act), directly or indirectly, of our
securities representing 30% or more of the combined voting power of our
then outstanding securities;
(ii) during any period of 24 consecutive months, individuals (A) who
on November 24, 1999 constituted our entire Board of Directors ("Initial
Directors") or (B) whose election, appointment or nomination for election
was approved prior to such election or appointment by a vote of at least
two-thirds of the Initial Directors who were in office immediately prior to
such election or appointment, cease for any reason to constitute at least a
majority of the Board of Directors;
(iii) the consummation of a merger, business combination, share
exchange, division or other reorganization of us with any other
corporation, and following such transaction (A) a majority of the directors
of the surviving entity are persons who (I) were not members of our Board
of Directors immediately prior to the merger or other combination and (II)
are not our nominees or representatives, (B) our shareholders immediately
prior to such merger or combination beneficially own, directly or
indirectly, less than 60% or more of the combined voting power of the
surviving corporation, as well as 60% or more of the total market value of
its outstanding equity securities, in substantially the same proportion as
they owned the combined voting power of Interep, (C) any "person,"
including a "group" (each as defined in clause (i) above), but excluding
us, our Affiliates, or any of our or our Affiliates' employee benefit plans
or employees or any group of which any of the foregoing is a member, is or
becomes the "beneficial owner" (as defined in Rule 13(d)(3) under the
Exchange Act), directly or indirectly, of securities representing 30% or
more of the combined voting power of the surviving corporation or (D) in
the case of a division, 60% or more of the combined voting power of the
outstanding voting securities of each entity resulting from the division as
well as 60% or more of the total market value of each such entity's
outstanding equity securities, in each case in substantially the same
proportion as such shareholders owned shares of Interep prior to such
transaction;
(iv) the consummation of a direct or indirect sale or other
disposition of all or substantially all of our assets;
(v) We adopt any plan of liquidation providing for the distribution of
all or substantially all of our assets;
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(vi) any other change in control of us of a nature that would be
required to be reported in response to Item 6(e) of Schedule 14A of
Regulation 14A under the Exchange Act; or
(vii) any other event or transaction that is declared by resolution of
the Committee to be a Change in Control for purposes of the Plan.
3. Exercise Period. Once vested, this Option will remain exercisable until
the close of business on the 10th anniversary of the Grant Date (the
`Termination Date'), unless sooner terminated as provided below.
4. Method of Exercise; Shares Issuable On Exercise.
(a) Exercise. Subject to the provisions of this Option, you may exercise
any vested portion of it at any time by written notice to us. Your notice must
state the number of Option Shares with respect to which you wish to exercise the
Option. Your notice must also be accompanied by your full payment of the Option
Price for the shares to be purchased, payable (i) by a certified or bank
cashier's check payable to our order, (ii) if the Committee permits, in its sole
discretion, by your tender of shares of Common Stock having a fair market value
on the exercise date equal to the Option Price for the shares to be purchased or
(iii) by any other means acceptable to us.
(b) Delivery of Stock Certificate. After receipt of your notice, we will,
as promptly as is practicable, deliver to you a certificate for the Option
Shares purchased by you (less any withholdings referred to in Section 4(c)). We
will deliver the certificate to you at our principal offices or at such other
place as is mutually acceptable, or we may elect to deliver it to you by
certified mail. You will not be charged with any expense or transfer tax in this
connection.
(c) Withholdings. On any exercise of this Option, we will have the right
(i) to withhold an appropriate number of shares of Common Stock (based on their
fair market value on the date of exercise) for payment of any taxes required by
law, (ii) to deduct from any amounts otherwise payable to you any amounts
required to be withheld from you on account of your exercise or (iii) to take
such other action as may be necessary in our opinion to satisfy all withholding
tax obligations. You understand that you will be solely responsible for the
federal, state and local income tax consequences applicable to you on the grant
and exercise of this Option and your subsequent disposition of any Option
Shares.
(d) Securities Law Matters. The issuance of the Option Shares and their
disposition will be subject to such restrictions as are, in the opinion of our
counsel, required to comply with the Securities Act of 1933 and the rules and
regulations thereunder. If our counsel deems it advisable, the certificates
representing the Option Shares will bear a legend to such effect. If we request,
on any exercise of this Option, you will deliver to us a written representation
that you are acquiring the Option Shares solely for your own account for
investment and not with a view to, or for resale in connection with, any
distribution thereof. We may postpone the delivery of certificates for the
Option Shares if we deem it necessary or desirable to enable us to comply with
the requirements of any applicable securities laws or regulations.
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5. Transferability of Option. During your lifetime, only you may exercise
this Option. You may not transfer this Option or any right under it other than
by will or the laws of descent and distribution (see Section 6). This Option
will not be subject to attachment, execution or other similar process. This
Option will terminate and become null and void if you assign, transfer, pledge
or otherwise dispose of it or any right under it, or attempt to do so, except as
permitted above, or if there is any levy, attachment, execution or similar
process made on it or any right thereunder. Notwithstanding the foregoing, you
will have the right to transfer this Option during your lifetime to any trust
for the benefit of your spouse or your descendants.
6. Termination of Option.
(a) Termination or Retirement. If we (or any if our subsidiaries) terminate
your employment for any reason other than for `cause' (as we determine in our
sole discretion) and other than as a result of your death or `disability'
(within the meaning of Section 22(e)(3) of the Code), or if you retire from our
employment on or after age 65, you may exercise this Option during the 30 days
following the date of such termination and only to the extent that this Option
is vested as of such date. This Option will be null and void thereafter.
(b) Death or Disability. If your employment is terminated as a result of
your death or `disability' (within the meaning of Section 22(e)(3) of the Code),
this Option may be exercised during the one year following the date of
termination and only to the extent that this Option is vested as of such date.
This Option will be null and void thereafter. In such event, this Option may be
exercised by your beneficiaries so designated in writing or the legal
representative of your estate, in the case of your death, or by you or your duly
authorized representative, in the case of your disability. If you transfer this
Option to one or more trusts for the benefit of your spouse or your descendants,
the trustees of any such trusts may exercise this Option pursuant to this
Section 6(b).
(c) Termination for Cause or Voluntary Termination. If we (or any if our
subsidiaries) terminate your employment for `cause' (as we determine in our sole
discretion) or if you resign or otherwise voluntarily terminate your employment
with us, this Option will become null and void as of the date of such
termination.
(d) No Exercise Beyond Termination Date. This Option may not be exercised
at any time after the Termination Date under any circumstances.
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7. Forfeiture.
(a) Forfeiture. In addition to any other remedies which we may have, if at
any time (i) when this Option is outstanding or (ii) within one year after the
termination of your employment, you engage in:
(A) Competitive Conduct (as defined in Section 7 (b)) or a violation
of the confidentiality obligations set forth in Section 7(c);
(B) conduct which results in the termination of your employment for
cause;
(C) improper or unlawful conduct related to us or your employment for
which either criminal or civil penalties against you may be sought; or
(D) any other conduct which we determine is detrimental, injurious or
prejudicial to any of our interests;
then (I) this Option, if still outstanding, will immediately terminate and (II)
you will pay to us any gain realized by you on any exercise of this Option, and
on any sale or other disposition of the resulting Option Shares, which occurred
during the two years immediately preceding the conduct referred to above. If you
are obligated to us under the preceding sentence, we will have the right, in our
sole discretion, to deduct from any compensation or other amounts owed by us or
any of our subsidiaries to you the full amount owed to us by you. You will pay
to us any amount which is not set-off promptly on our demand.
(b) Competitive Conduct. For purposes of this Section 7, `Competitive
Conduct' means any of the conduct described in clauses (i) through (v) below,
whether engaged in directly or indirectly, in the United States (or in such
lesser area or for such lesser period as may be determined by a court of
competent jurisdiction to be a reasonable limitation on your competitive
activity), other than on our behalf:
(i) engaging in the business of national spot radio advertising
representation or placement services for any radio station or radio station
group;
(ii) soliciting or attempting to solicit national spot advertisement
or placement services business from any radio station or radio station
group which is or was a client of ours or any of our subsidiaries;
(iii) otherwise diverting or attempting to divert from us or any of
our subsidiaries any national spot radio advertising representation or
placement business;
(iv) soliciting or attempting to solicit for any business endeavor any
of our or our subsidiaries' employees; or
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(v) rendering any services as an officer, director, employee, partner,
consultant or otherwise to, or having any interest as a stockholder,
member, partner, lender or otherwise in, any person or entity which is
engaged in the activities described in clauses (i) through (iv) of this
Section 7(b).
(c) Confidentiality. At all times after the Grant Date, you will keep
secret and not disclose to anyone not employed by us, or use for any purpose
other than our legitimate business, any of our or our clients' information which
we or our clients treat as confidential, whether or not marked as such. Your
obligations under this paragraph will not apply to any information if it is or
becomes public knowledge as a result of causes other than your acts or
omissions.
(d) Survival. The provisions of this Section 7 will survive the expiration
or termination of this Option.
8. No Right to Continued Employment. We specifically reserve our right (and
the right of any of our subsidiaries) to terminate your employment at any time
at will (or as otherwise provided in a written agreement with you), and such
right will not in any way be affected by the grant of this Option.
9. Adjustments.
(a) Splits, etc. The number of shares of our outstanding Common Stock could
change by reason of a stock split, reverse stock split, stock dividend,
combination or reclassification of shares, recapitalization or other event
changing the number of shares without receipt of consideration by us. In that
case, the number of Option Shares and the Option Price will be appropriately and
proportionally adjusted as determined by the Committee. Such determination will
be conclusive absent manifest error.
(b) Changes in Shares. We may effect a capital reorganization or a
reclassification of the Common Stock into securities other than shares of Common
Stock, or we may merge or consolidate with another corporation. In that case,
appropriate steps will be taken by the Committee, in its sole discretion, so
that you will have the right to receive on exercise of this Option, to the
greatest extent possible, the securities or property (including any contingent
or deferred payments) issued or issuable with respect to the shares of Common
Stock which you then had the right to receive on exercise of this Option. This
Option will be binding on and inure to the benefit of any successor of Interep
by merger or consolidation.
(c) Equitable Adjustments. If there is any other change affecting the
Common Stock or any distribution (other than normal cash dividends) to holders
of Common Stock, the Committee will make such adjustments as it deems equitable
to give proper effect to such event.
10. No Rights as Shareholder. You will not have any right to receive
dividends or any other rights of a shareholder with respect to any Option
Shares, unless and until we issue to you a certificate for such shares on the
exercise of this Option.
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11. Notices. Each notice relating to this Option must be in writing and
delivered in person, by a nationally recognized overnight courier or by
certified mail to the proper address. All notices to us must be addressed to us
at our offices at 100 Park Avenue, New York, New York 10017, Attention:
Corporate Secretary, and will become effective when received by the Secretary.
All notices to you will be addressed to your address specified above. Both you
and we may designate a new address by written notice to that effect to the
other.
12. Severability. If any provision of this Agreement is held to be invalid
or unenforceable by any court or tribunal of competent jurisdiction, the
remainder of this Agreement will not be affected by such judgment, and such
provision will be carried out as nearly as possible according to its original
terms and intent to eliminate such invalidity or unenforceability. In this
regard, you agree that the provisions of Section 7, including, without
limitation, the scope of its territorial and time restrictions, are reasonable
and necessary to protect and preserve our legitimate interests. If the
provisions of Section 7 are held by a court of competent jurisdiction to be in
any respect unreasonable, then such court may reduce the territory or time to
which it pertains or otherwise modify such provisions to the extent necessary to
render such provisions reasonable and enforceable.
13. Miscellaneous. This Option is qualified in its entirety by reference to
the Plan, and is subject to all of the provisions of the Plan as if they were
set forth in full herein. This Option and all determinations made and actions
taken with respect to it, to the extent not otherwise governed by the Code or
the securities laws of the United States of America, will be governed by and
construed in accordance with the laws of the State of New York. This Option will
be void and of no effect after the Termination Date.
IN WITNESS WHEREOF, Interep has caused this Option to be executed by its
officers, thereunto duly authorized, as of the date first above written.
INTEREP NATIONAL RADIO SALES, INC.
By
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Name:
Title:
ATTEST:
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Name:
Title:
AGREED AND ACCEPTED
as of the Grant Date.
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Optionee:
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Signature Print Name
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