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EXHIBIT 10.14
LAMAR ADVERTISING COMPANY
1996 EQUITY INCENTIVE PLAN
1. PURPOSE
The purpose of the Lamar Advertising Company 1996 Equity Incentive
Plan (the "Plan") is to attract and retain 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").
2. ADMINISTRATION
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.
3. ELIGIBILITY
All 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 AVAILABLE FOR AWARDS
(a) AMOUNT. Subject to adjustment under subsection (b), Awards
may be made under the Plan for up to 2,000,000 shares of Common Stock. 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.
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.
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(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 payment 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 200,000 shares, subject to adjustment under subsection (b).
5. STOCK OPTIONS
(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") and (ii)
not intended to comply with such requirements ("Nonstatutory Stock Options").
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, provided that a
Nonstatutory Stock Option granted to a new employee or consultant within 90
days of the date of employment may have a lower exercise price so long as it is
not less than 100% of Fair Market Value on the date of employment. No
Incentive Stock Option may be granted hereunder more than ten years after the
effective date of the Plan.
(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.
(c) PAYMENT. Payment for shares to be delivered pursuant to any
exercise of an Option 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, 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.
6. STOCK APPRECIATION RIGHTS
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(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, 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. An SAR granted alone and unrelated to an
Option may not have an exercise price less than 100% of the Fair Market Value
of the Common Stock on the date of the grant, provided that such an SAR granted
to a new employee or consultant within 90 days of the date of employment may
have a lower exercise price so long as it is not less than 100% of Fair Market
Value on the date of employment.
7. RESTRICTED STOCK
(a) GRANT OF RESTRICTED 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.
(b) RESTRICTIONS. Shares of Restricted Stock may not be sold,
assigned, transferred, pledged or otherwise encumbered, except as permitted by
the Committee, 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 Restricted Period, the Company shall deliver
such certificates to the Participant or if the Participant has died, to the
Participant's Designated Beneficiary.
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8. GENERAL PROVISIONS APPLICABLE TO AWARDS
(a) REPORTING PERSON LIMITATIONS. Notwithstanding any other
provision of the Plan, to the extent required to qualify for the exemption
provided by Rule 16b-3 under the Exchange Act, Awards made to a Reporting
Person shall not be transferable by such person other than by will or the laws
of descent and distribution and are exercisable during such person's lifetime
only by such person or by such person's guardian or legal representative. If
then permitted by Rule 16b-3, such Awards, unless Incentive Stock Options, may
also be made transferable pursuant to a Qualified Domestic Relations Order as
defined in the Code or Title I of the Employee Retirement Income Security Act
or the rules thereunder.
(b) DOCUMENTATION. Each Award under the Plan shall be evidenced
by a writing delivered to the Participant specifying the terms and conditions
thereof and containing such other terms and conditions not inconsistent with
the provisions of the Plan as the Committee considers necessary or advisable to
achieve the purposes of the Plan or to comply with applicable tax and
regulatory laws and accounting principles.
(c) COMMITTEE DISCRETION. Each type of Award may be made alone,
in addition to or in relation to any other Award. The terms of each type of
Award need not be identical, and the Committee need not treat Participants
uniformly. Except as otherwise provided by the Plan or a particular Award, any
determination with respect to an Award may be made by the Committee at the time
of grant or at any time thereafter.
(d) DIVIDENDS AND CASH AWARDS. In the discretion of the
Committee, any Award under the Plan may provide the Participant with (i)
dividends or dividend equivalents payable currently or deferred with or without
interest and (ii) cash payments in lieu of or in addition to an Award.
(e) TERMINATION OF EMPLOYMENT. The Committee shall determine the
effect on an Award of the disability, death, retirement or other termination of
employment of a Participant and the extent to which, and the period during
which, the Participant's legal representative, guardian or Designated
Beneficiary may receive payment of an Award or exercise rights thereunder.
(f) CHANGE IN CONTROL. In order to preserve a Participant's
rights under an Award in the event of a change in control of the Company (as
defined by the Committee), the Committee in its discretion may, at the time an
Award is made or at any time thereafter, take one or more of the following
actions: (i) provide for the acceleration of any time period relating to the
exercise or payment of the Award, (ii) provide for payment to the Participant
of cash or other property with a Fair Market Value equal to the amount that
would have been received upon the exercise or payment of the Award had the
Award been exercised or paid upon the change in control, (iii) adjust the terms
of the Award in a manner determined by the Committee to reflect the change in
control, (iv) cause the Award to be assumed, or new rights substituted
therefor, by another entity, or (v) make such other provision as the Committee
may consider equitable to Participants and in the best interests of the
Company.
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(g) LOANS. The Committee may authorize the making of loans or
cash payments to Participants in connection with the grant or exercise any
Award under the Plan, which loans may be secured by any security, including
Common Stock, underlying or related to such Award (provided that the loan shall
not exceed the Fair Market Value of the security subject to such Award), and
which may be forgiven upon such terms and conditions as the Committee may
establish at the time of such loan or at any time thereafter.
(h) WITHHOLDING TAXES. The Participant shall pay to the Company,
or make provision satisfactory to the Committee for payment of, any taxes
required by law to be withheld in respect of Awards under the Plan no later
than the date of the event creating the tax liability. In the Committee's
discretion, such tax obligations may be paid in whole or in part in shares of
Common Stock, including shares retained from the Award creating the tax
obligation, valued at their Fair Market Value on the date of delivery. The
Company and its Affiliates may, to the extent permitted by law, deduct any such
tax obligations from any payment of any kind otherwise due to the Participant.
(i) FOREIGN NATIONALS. Awards may be made to Participants who are
foreign nationals or employed outside the United States on such terms and
conditions different from those specified in the Plan as the Committee
considers necessary or advisable to achieve the purposes of the Plan or to
comply with applicable laws.
(j) AMENDMENT OF AWARD. The Committee may amend, modify or
terminate any outstanding Award, including substituting therefor another Award
of the same or a different type, changing the date of exercise or realization
and converting an Incentive Stock Option to a Nonstatutory Stock Option,
provided that the Participant's consent to such action shall be required unless
the Committee determines that the action, taking into account any related
action, would not materially and adversely affect the Participant.
9. CERTAIN DEFINITIONS
"Affiliate" means any business entity in which the Company owns
directly or indirectly 50% or more of the total voting power or has a
significant financial interest as determined by the Committee.
"Award" means any Option, Stock Appreciation Right or Restricted Stock
granted under the Plan.
"Board" means the Board of Directors of the Company.
"Code" means the Internal Revenue Code of 1986, as amended from time
to time, or any successor law.
"Committee" means one or more committees each comprised of not less
than two members of the Board appointed by the Board to administer the Plan or
a specified portion thereof. Unless otherwise determined by the Board, if a
Committee is authorized to grant Awards to a Reporting Person or a Covered
Employee, each member shall be a "non- employee
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director" or the equivalent within the meaning of applicable Rule 16b-3 under
the Exchange Act or an "outside director" within the meaning of Section 162(m)
of the Code, respectively.
"Common Stock" or "Stock" means the Class A Common Stock, $0.001 par
value, of the Company.
"Company" means Lamar Advertising Company, a Delaware corporation.
"Covered Employee" means a "covered employee" within the meaning of
Section 162(m) of the Code.
"Designated Beneficiary" means the beneficiary designated by a
Participant, in a manner determined by the Committee, to receive amounts due or
exercise rights of the Participant in the event of the Participant's death. In
the absence of an effective designation by a Participant, "Designated
Beneficiary" means the Participant's estate.
"Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time, or any successor law.
"Fair Market Value" means, with respect to Common Stock or any other
property, the fair market value of such property as determined by the Committee
in good faith or in the manner established by the Committee from time to time.
"Participant" means a person selected by the Committee to receive an
Award under the Plan.
"Reporting Person" means a person subject to Section 16 of the
Exchange Act.
10. MISCELLANEOUS
(a) NO RIGHT TO EMPLOYMENT. No person shall have any claim or
right to be granted an Award. Neither the Plan nor any Award hereunder shall
be deemed to give any employee the right to continued employment or to limit
the right of the Company to discharge any employee at any time.
(b) NO RIGHTS AS STOCKHOLDER. Subject to the provisions of the
applicable Award, no Participant or Designated Beneficiary shall have any
rights as a stockholder with respect to any shares of Common Stock to be
distributed under the Plan until he or she becomes the holder thereof. A
Participant to whom Common Stock is awarded shall be considered the holder of
the Stock at the time of the Award except as otherwise provided in the
applicable Award.
(c) EFFECTIVE DATE. Subject to the approval of the stockholders
of the Company, the Plan shall be effective on July 24, 1996.
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(d) AMENDMENT OF PLAN. The Board may amend, suspend or terminate
the Plan or any portion thereof at any time, subject to such stockholder
approval as the Board determines to be necessary or advisable to comply with
any tax or regulatory requirement.
(e) GOVERNING LAW. The provisions of the Plan shall be governed
by and interpreted in accordance with the laws of Delaware.
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This Plan was approved by the Board of Directors on July 24, 1996.
This Plan was approved by the stockholders on July 30, 1996.
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