EXHIBIT 10.17
LAMAR ADVERTISING COMPANY
RESTRICTED STOCK NOTICE
Lamar Advertising Company. (the "Company") hereby awards to you (the
"Shareholder") shares of Class A Common Stock of the Company as follows:
Name of Shareholder: ________________________
Total Number of Shares Awarded: ________________________
Award Date: ________________________
Vesting Commencement Date: ________________________
Number of Shares Subject to Vesting Schedule: ________________________
Vesting Schedule: ________________________
Other Terms: ________________________
By your signature and the signature of the Company's representative below, you
and the Company agree that this Award is made under and governed by the terms of
the Company's 1996 Equity Incentive Plan (as amended through February 2006) and
this Restricted Stock Agreement (this "Agreement"), which includes the
incorporated terms, conditions and agreements attached to and made a part of
this Agreement.
SHAREHOLDER LAMAR ADVERTISING COMPANY
_________________________________ By: _____________________________
Print Name: _____________________ Print Name: _____________________
Address: ________________________ Title: __________________________
LAMAR ADVERTISING COMPANY
RESTRICTED STOCK AGREEMENT UNDER THE
1996 EQUITY INCENTIVE PLAN (AS AMENDED THROUGH FEBRUARY 2006)
INCORPORATED TERMS AND CONDITIONS
1. Issuance of Shares. On the terms and conditions set forth in this
Agreement, the Company is issuing to the Shareholder on the Award Date, the
number of Shares of the Company's Class A Common Stock set forth on said
signature page (the "Shares"). The award of the Shares is (i) made pursuant to
and is governed by the Company's 1996 Equity Incentive Plan (as amended through
February 2006) (the "Plan"), the terms of which are incorporated into this
Agreement by this reference. Unless the context otherwise requires, capitalized
terms used herein without definitions shall have the respective meanings
assigned to them in the Plan. By signing this Agreement, the Shareholder
acknowledges receipt of a copy of the Plan.
2. Purpose. The purpose of the Award of the Shares to the Shareholder is
to encourage the Shareholder to enter into and/or maintain a continuing and
long-term relationship with the Company. It is not a purpose of this Award to
reward the Shareholder for the completion of any specific project or of any
discrete period of service which may fall between consecutive vesting periods.
3. Award Restrictions. The Shares covered by this restricted stock award
shall be subject to the vesting schedule set forth on the signature page. The
Company shall cause a stock certificate covering the requisite number of Shares
in the name of the Shareholder or beneficiary(ies) to be distributed as soon as
administratively feasible but within a reasonable period of time.
Upon receipt of such stock certificate(s), the Shareholder or
beneficiary(ies) are free to hold or dispose of such certificate at will,
subject to the requirements of Section 4. During the restriction period, the
Shares covered by the restricted stock award are not transferable by the
Shareholder by means of sale, assignment, exchange, pledge, or otherwise, except
by will or the laws of descent and distribution as provided in Section 4. The
naming of a designated beneficiary under the Plan does not constitute a
transfer.
4. Transfer Rights and Restrictions.
(a) Restrictions on Transfer. The Shareholder shall not sell,
assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of
law or otherwise (collectively "transfer"), any of the Shares, or any interest
therein, unless such transfer is made in compliance with the terms and
conditions of this Agreement. All restrictions on transfer shall expire upon the
vesting of Shares.
(b) Permitted Transfers of Unvested Shares. The Shareholder shall
have the right to make Permitted Transfers of unvested Shares. For purposes of
this Agreement, "Permitted Transfer" shall mean any transfer of all or any
portion of the vested Shares by will or the laws of descent and distribution and
any transfer by the Shareholder during his or her lifetime of all or any portion
of his or her unvested Shares to or for the benefit of any spouse, child or
grandchild (including any natural born, adopted or step-child or
step-grandchild) of the Shareholder, or to a trust for the benefit of the
Shareholder and/or any of the foregoing or to a partnership or limited liability
company, the partners or members of which include only the Shareholder and/or
any of the foregoing or any other person or entity determined by the Board;
provided, however, that it shall be a condition of each such Permitted Transfer
that (i) the transferee agrees to be bound by the terms of this Agreement and
(ii) the Shareholder has complied with all applicable laws in connection with
such Permitted Transfer. For purposes of this Agreement, any donee or transferee
of the Shareholder's Shares shall be treated as the "Shareholder."
(c) Effect of Prohibited Transfer. Any transfer of Shares in
violation of this Agreement shall be void. The Company shall not be required (i)
to transfer on its books any of the Shares which shall have been transferred in
violation of this Agreement or (ii) to treat as the owner of such Shares or pay
dividends to any transferee to whom any such Shares shall have been so
transferred.
5. No Retention Rights. Nothing in the Plan or this Agreement confers upon
the Shareholder any right to continue in the service of the Company for any
period of specific duration or shall be construed to interfere with or otherwise
restrict in any way the rights of the Company or of the Shareholder, which
rights are expressly reserved by each, to terminate the Shareholder's service at
any time and for any reason, with or without cause.
6. Taxes. As a condition to the issuance of any Shares hereunder, the
Shareholder hereby agrees that, if the Company in its discretion determines that
it is or could be obligated to withhold any tax in connection with the issuance,
vesting or transfer of such Shares, the Company may, in its discretion, withhold
the appropriate amount of tax (i) in cash from the Shareholder's wages or other
remuneration or (ii) in kind from the Shares or other property otherwise
deliverable to the Shareholder. The Shareholder further agrees that, if the
Company has not previously withheld an amount sufficient to satisfy the
withholding obligation of the Company, the Shareholder will on demand make
reimbursement in cash for the amount underwithheld or, if permitted by the
Board, provide such cash or other security as the Board deems adequate to meet
the liability or potential liability of the Company for the withholding of tax,
and to augment such cash or other security from time to time in any amount
reasonably deemed necessary by the Board to preserve the adequacy of such cash
or other security.
7. Amendments. The Board may at any time or times amend the Plan or this
Agreement for the purpose of satisfying the requirements of any changes in
applicable laws or regulations or for any other purpose which at the time may be
permitted by law. No termination or amendment of the Plan or amendment of this
Agreement shall, without the Shareholder's consent, materially adversely affect
the Shareholder's rights under this Agreement. Notwithstanding the foregoing,
this Agreement shall be amended as required by Section 10(g) below to the extent
required by regulatory or statutory guidance.
8. Adjustments for Stock Splits, Stock Dividends, Etc. If from time to
time while this Agreement remains in force and effect there is any stock
split-up, stock dividend, stock distribution or other reclassification of the
Common Stock of the Company, any and all new, substituted or additional
securities to which the Shareholder is entitled by reason of his or her
ownership of Shares shall be immediately subject to the restrictions on transfer
and other provisions of this Agreement in the same manner and to the same extent
as such Shares.
9. Consistency with Plan. If there is any inconsistency between the
provisions of this Agreement and the provisions of the Plan, the latter shall
control.
10. Miscellaneous.
(a) Severability; Governing Law. If any provisions of this Agreement
shall be determined to be illegal or unenforceable by any court of law, the
remaining provisions shall be severable and enforceable in accordance with their
terms. This Agreement shall be governed by, and construed in accordance with,
the internal laws of the State of Delaware, without giving effect to the
principles of the conflicts of laws thereof.
(b) Injunctive Relief. It is acknowledged that it will be impossible
to measure the damages that would be suffered by the Company if the Shareholder
fails to comply with the provisions of this Agreement and that, in the event of
any such failure, the Company will not have an adequate remedy at law. The
Company shall, therefore, be entitled to obtain specific performance of each of
the Shareholder's obligations hereunder and to obtain immediate injunctive
relief. The Shareholder shall not urge, as a defense to any proceeding for such
specific performance or injunctive relief, that the Company has an adequate
remedy at law.
(c) Binding Effect. This Agreement shall be binding upon and inure
to the benefit of the parties and their respective heirs, executors,
administrators, successors and permitted assigns.
(d) Notices. All notices required or permitted hereunder shall be in
writing and be effective upon personal delivery, upon deposit with the United
States Post Office, by registered or certified mail, postage prepaid, or upon
deposit with a recognized express overnight courier service, addressed, if to
the Company, to its principal executive office at the time, Attention:
President, and if to the Shareholder, to the address shown beneath his or her
signature on the signature page of this Agreement, or at such other address or
addresses as either party shall designate to the other in accordance with this
Section 10(d).
(e) Entire Agreement. This Agreement, together with the Plan,
constitutes the entire agreement between the parties hereto pertaining to the
subject matter hereof and supersedes all prior and contemporaneous agreements
and understandings, whether oral or written, of the parties hereto concerning
the subject matter hereof. In particular, the Shares granted hereunder satisfy
all outstanding claims which the Shareholder has with respect to the equity of
the Company.
(f) Waivers. Any provision contained in this Agreement may be
waived, either generally or in any particular instance, by the Board or by the
Shareholder, but no such waiver by the Board shall operate to the detriment of
the Shareholder without the Shareholder's consent.
(g) Statutory Requirements and Subsequent Amendment. This Agreement
and the award of Restricted Stock hereunder is intended to be exempt from the
requirements of the American Jobs Creation Act, specifically with respect to the
definition of deferred compensation and the provisions of section 409A of the
Code. To the extent required by subsequent guidance, whether statutory or
regulatory, the Company and Shareholder agree that any Restricted Stock awarded
hereunder may be modified, rescinded or substituted with an
award of equal economic value as required to maintain exemption from the
provisions of section 409A of the Code.
(h) Administration. The Committee shall have full authority and
discretion to decide all matters relating to the administration and
interpretation of this Agreement. The Committee shall have full power and
authority to pass and decide upon cases in conformity with the objectives of
this Agreement under such rules as the Board of the Company may establish. Any
decision made or action taken by the Company, the Board, or the Committee
arising out of, or in connection with, the administration, interpretation, and
effect of this Agreement shall be at their absolute discretion and will be
conclusive and binding on all parties. No member of the Board, the Committee, or
employee of the Company shall be liable for any act or action hereunder, whether
of omission or commission, by the Recipient or by any agent to whom duties in
connection with the administration of this Agreement have been delegated in
accordance with the provision of this Agreement.