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Lamar Advertising Co/New, et al. – ‘10-K’ for 12/31/19 – ‘EX-10.A.2’

On:  Thursday, 2/20/20, at 5:11pm ET   ·   For:  12/31/19   ·   Accession #:  1564590-20-5593   ·   File #s:  1-12407, 1-36756

Previous ‘10-K’:  ‘10-K/A’ on 2/26/19 for 12/31/18   ·   Next:  ‘10-K’ on 2/26/21 for 12/31/20   ·   Latest:  ‘10-K’ on 2/23/24 for 12/31/23   ·   8 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/20/20  Lamar Advertising Co/New          10-K       12/31/19  124:30M                                    ActiveDisclosure/FA
          Lamar Media Corp/DE

Annual Report   —   Form 10-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   3.13M 
 2: EX-4.A.3    Instrument Defining the Rights of Security Holders  HTML     65K 
 3: EX-10.A.1   Material Contract                                   HTML     82K 
 4: EX-10.A.2   Material Contract                                   HTML     47K 
 5: EX-21.A     Subsidiaries List                                   HTML     50K 
 6: EX-23.A     Consent of Experts or Counsel                       HTML     36K 
 7: EX-31.A     Certification -- §302 - SOA'02                      HTML     39K 
 8: EX-31.B     Certification -- §302 - SOA'02                      HTML     39K 
 9: EX-32.A     Certification -- §906 - SOA'02                      HTML     36K 
43: R1          Document and Entity Information                     HTML    116K 
79: R2          Consolidated Balance Sheets                         HTML    149K 
120: R3          Consolidated Balance Sheets (Parenthetical)         HTML     74K  
52: R4          Consolidated Statements of Income and               HTML    135K 
                Comprehensive Income                                             
41: R5          Consolidated Statements of Stockholders' Equity     HTML    108K 
78: R6          Consolidated Statements of Stockholders' Equity     HTML     71K 
                (Parenthetical)                                                  
119: R7          Consolidated Statements of Cash Flows               HTML    180K  
55: R8          Significant Accounting Policies                     HTML     93K 
36: R9          Revenues                                            HTML     69K 
44: R10         Acquisitions                                        HTML    124K 
28: R11         Non-cash Financing and Investing Activities         HTML     39K 
76: R12         Property, Plant and Equipment                       HTML     64K 
113: R13         Goodwill and Other Intangible Assets                HTML    233K  
45: R14         Leases                                              HTML     71K 
29: R15         Accrued Expenses                                    HTML     87K 
77: R16         Long-term Debt                                      HTML    376K 
114: R17         Asset Retirement Obligation                         HTML     54K  
46: R18         Depreciation and Amortization                       HTML     61K 
27: R19         Income Taxes                                        HTML    302K 
97: R20         Related Party Transactions                          HTML     40K 
107: R21         Stockholders' Equity                                HTML     42K  
71: R22         Stock Compensation Plans                            HTML    120K 
25: R23         Benefit Plans                                       HTML     41K 
98: R24         Commitment and Contingencies                        HTML     49K 
108: R25         Distribution Restrictions                           HTML     37K  
72: R26         Fair Value of Financial Instruments                 HTML     38K 
26: R27         Information about Geographic Areas                  HTML     37K 
96: R28         New Accounting Pronouncements                       HTML     44K 
109: R29         Quarterly Financial Data (Unaudited)                HTML    166K  
112: R30         Divestiture of Assets                               HTML     37K  
74: R31         Subsequent Events                                   HTML     38K 
31: R32         Schedule II - Valuation and Qualifying Accounts     HTML    241K 
48: R33         Schedule III - Real Estate and Accumulated          HTML    255K 
                Depreciation                                                     
111: R34         Summarized Financial Information of Subsidiaries    HTML   1.62M  
73: R35         Significant Accounting Policies (Policies)          HTML    151K 
30: R36         Significant Accounting Policies (Tables)            HTML     53K 
47: R37         Revenues (Tables)                                   HTML     60K 
110: R38         Acquisitions (Tables)                               HTML    121K  
75: R39         Property, Plant and Equipment (Tables)              HTML     64K 
106: R40         Goodwill and Other Intangible Assets (Tables)       HTML    237K  
94: R41         Leases (Tables)                                     HTML     67K 
16: R42         Accrued Expenses (Tables)                           HTML     86K 
61: R43         Long-term Debt (Tables)                             HTML    359K 
105: R44         Asset Retirement Obligation (Tables)                HTML     53K  
93: R45         Depreciation and Amortization (Tables)              HTML     61K 
15: R46         Income Taxes (Tables)                               HTML    303K 
60: R47         Stock Compensation Plans (Tables)                   HTML    115K 
104: R48         Commitment and Contingencies (Tables)               HTML     47K  
95: R49         Quarterly Financial Data (Unaudited) (Tables)       HTML    165K 
85: R50         Summarized Financial Information of Subsidiaries    HTML   1.62M 
                (Tables)                                                         
122: R51         Significant Accounting Policies - Additional        HTML     94K  
                Information (Detail)                                             
49: R52         Significant Accounting Policies - Revenue and       HTML     39K 
                Expense Recognized for Advertising Barter                        
                Transactions (Detail)                                            
33: R53         Revenues - Additional Information (Details)         HTML     41K 
87: R54         Revenues - Disaggregation Revenue (Detail)          HTML     48K 
123: R55         Acquisitions - Additional Information (Detail)      HTML    107K  
50: R56         Acquisitions - Summary of Allocation of Purchase    HTML     77K 
                Price/Acquisition Costs (Detail)                                 
34: R57         Acquisitions - Summary of Unaudited Pro Forma       HTML     50K 
                Financial Information (Detail)                                   
84: R58         Non-cash Financing and Investing Activities -       HTML     56K 
                Additional Information (Detail)                                  
124: R59         Property, Plant and Equipment - Summary of Major    HTML     58K  
                Categories of Property, Plant and Equipment                      
                (Detail)                                                         
63: R60         Goodwill and Other Intangible Assets - Summary of   HTML     86K 
                Intangible Assets (Detail)                                       
21: R61         Goodwill and Other Intangible Assets - Summary of   HTML     49K 
                Changes in Gross Carrying Amount of Goodwill                     
                (Detail)                                                         
88: R62         Goodwill and Other Intangible Assets - Additional   HTML     37K 
                Information (Detail)                                             
100: R63         Goodwill and Other Intangible Assets - Summary of   HTML     51K  
                Estimated Amortization Expense (Detail)                          
66: R64         Leases - Additional Information (Detail)            HTML     60K 
24: R65         Leases - Summary of Maturities of Operating Lease   HTML     53K 
                Liabilities (Detail)                                             
91: R66         Leases - Summary of Minimum Annual Rental Payments  HTML     51K 
                Required under Operating Lease (Detail)                          
103: R67         Accrued Expenses - Summary of Accrued Expenses      HTML     57K  
                (Detail)                                                         
68: R68         Long-term Debt - Long-Term Debt (Detail)            HTML     90K 
18: R69         Long-term Debt - Long-Term Debt (Parenthetical)     HTML     49K 
                (Detail)                                                         
39: R70         Long-term Debt - Summary of Long-Term Debt          HTML     68K 
                Contractual Maturities (Detail)                                  
59: R71         Long-term Debt - Additional Information (Detail)    HTML    199K 
118: R72         Long-term Debt - Schedule of Maturities of Long     HTML     50K  
                Term Debt (Detail)                                               
83: R73         Long-term Debt - Schedule of Maturities of Long     HTML     42K 
                Term Debt (Parenthetical) (Detail)                               
35: R74         Asset Retirement Obligation - Information Related   HTML     44K 
                to Asset Retirement Obligations (Detail)                         
54: R75         Depreciation and Amortization - Depreciation and    HTML     43K 
                Amortization Expense Excluded from Operating                     
                Expenses in its Statements of Income (Detail)                    
115: R76         Income Taxes - Additional Information (Detail)      HTML     95K  
80: R77         Income Taxes - Income Tax Expense (Benefit)         HTML     72K 
                (Detail)                                                         
42: R78         Income Taxes - U.S. and Foreign Components of       HTML     43K 
                Earnings Before Income Taxes (Detail)                            
53: R79         Income Taxes - Schedule of Effective Income Tax     HTML     69K 
                Rate Reconciliation (Detail)                                     
38: R80         Income Taxes - Schedule of Effective Income Tax     HTML     61K 
                Rate Reconciliation (Parenthetical) (Detail)                     
58: R81         Income Taxes - Components of Deferred Taxes         HTML     78K 
                (Detail)                                                         
117: R82         Income Taxes - Reconciliation Unrecognized Tax      HTML     43K  
                Benefits (Detail)                                                
82: R83         Related Party Transactions - Additional             HTML     61K 
                Information (Detail)                                             
37: R84         Stockholders' Equity - Additional Information       HTML     81K 
                (Detail)                                                         
56: R85         Stock Compensation Plans - Additional Information   HTML     99K 
                (Detail)                                                         
116: R86         Stock Compensation Plans - Weighted Average Fair    HTML     45K  
                Value of Options Granted (Detail)                                
81: R87         Stock Compensation Plans - Stock Option             HTML     67K 
                Transactions Under Various Stock-Based Employee                  
                Compensation Plans (Detail)                                      
40: R88         Stock Compensation Plans - Summary of ESPP Share    HTML     53K 
                Activity (Detail)                                                
51: R89         Benefit Plans - Additional Information (Detail)     HTML     70K 
64: R90         Commitment and Contingencies - Summary of Minimum   HTML     44K 
                Payments Related to Agreements (Detail)                          
22: R91         Distribution Restrictions - Additional Information  HTML     50K 
                (Detail)                                                         
89: R92         Fair Value of Financial Instruments - Additional    HTML     42K 
                Information (Detail)                                             
101: R93         Information about Geographic Areas - Additional     HTML     43K  
                Information (Detail)                                             
65: R94         New Accounting Pronouncements - Additional          HTML     42K 
                Information (Detail)                                             
23: R95         Quarterly Financial Data (Unaudited) - Summary of   HTML     69K 
                Quarterly Financial Data (Detail)                                
90: R96         Divestiture of Assets - Additional Information      HTML     43K 
                (Detail)                                                         
102: R97         Subsequent Events - Additional Information          HTML     71K  
                (Detail)                                                         
70: R98         Schedule II - Valuation and Qualifying Accounts     HTML     52K 
                (Detail)                                                         
20: R99         Schedule III - Schedule of Real Estate and          HTML     65K 
                Accumulated Depreciation (Detail)                                
67: R100        Schedule III - Schedule of Real Estate and          HTML     40K 
                Accumulated Depreciation (Parenthetical) (Detail)                
17: R101        Schedule III - Summary of Company's Real Estate     HTML     70K 
                Assets (Detail)                                                  
92: R102        Schedule III - Summary of Company's Real Estate     HTML     45K 
                Assets (Parenthetical) (Detail)                                  
99: R103        Condensed Consolidating Balance Sheet (Detail)      HTML    117K 
69: R104        Condensed Consolidating Statements of Income and    HTML    154K 
                Comprehensive Income (Detail)                                    
19: R105        Condensed Consolidating Statement of Cash Flows     HTML    152K 
                (Detail)                                                         
57: XML         IDEA XML File -- Filing Summary                      XML    229K 
32: XML         XBRL Instance -- lamr-10k_20191231_htm               XML   8.98M 
121: EXCEL       IDEA Workbook of Financial Reports                  XLSX    152K  
11: EX-101.CAL  XBRL Calculations -- lamr-20191231_cal               XML    324K 
12: EX-101.DEF  XBRL Definitions -- lamr-20191231_def                XML   1.43M 
13: EX-101.LAB  XBRL Labels -- lamr-20191231_lab                     XML   2.05M 
14: EX-101.PRE  XBRL Presentations -- lamr-20191231_pre              XML   1.82M 
10: EX-101.SCH  XBRL Schema -- lamr-20191231                         XSD    303K 
86: JSON        XBRL Instance as JSON Data -- MetaLinks              532±   866K 
62: ZIP         XBRL Zipped Folder -- 0001564590-20-005593-xbrl      Zip    496K 


‘EX-10.A.2’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



 <!   C: 

 

Exhibit 10(a)(2)

 

 

 

 

LAMAR ADVERTISING COMPANY

Notice of Grant of Stock Options

P O BOX 66338

and Option Agreement

BATON ROUGE, LA 70896

 

 

 

 

 

 

Name

Option Number:

Address

Plan:

City, State Zip

ID:

 

 

 

Effective mm/dd/yyyy, you have been granted an Option to buy # shares of LAMAR ADVERTISING COMPANY (the Company) Class A common stock at $00.00 per share.

 

The total option price of the shares granted is $00.00

 

Shares in each period will become fully vested on the date shown.

 

 

Shares

Vest Type

Full Vest

Expiration

 

#

On Vest Date

mm/dd/yyyy

mm/dd/yyyy

 

#

On Vest Date

mm/dd/yyyy

mm/dd/yyyy

 

#

On Vest Date

mm/dd/yyyy

mm/dd/yyyy

 

#

On Vest Date

mm/dd/yyyy

mm/dd/yyyy

 

#

On Vest Date

mm/dd/yyyy

mm/dd/yyyy

 

 

 

 

 

 

 

 

 

 

 

 

By your signature and the Company's signature below, you and the Company agree that these options are granted under and governed by the terms and conditions of the Company's 1996 Equity Incentive Plan, as amended (the “Plan”) and the Option Agreement, all of which are attached and made a part of this document.

 

 

 

 

 

 

 

 

LAMAR ADVERTISING COMPANY

 

Date

 

 

 

 

 

 

 

 

 

NAME

 

Date

 

 

 


 

LAMAR ADVERTISING COMPANY 1996 EQUITY INCENTIVE PLAN

Non‑Qualified Stock Option Terms and Conditions

1.Plan Incorporated by Reference.  This option is issued pursuant to the terms of the Plan and may be amended as provided in the Plan.  Capitalized terms used and not otherwise defined in this certificate have the meanings given to them in the Plan.  This certificate does not set forth all the terms and conditions of the Plan, which are incorporated herein by reference.  The Committee administers the Plan and its determinations regarding the operation of the Plan are final and binding.  Copies of the Plan may be obtained upon written request without charge from the Company.

2.Option Price.  The price to be paid for each share of Common Stock issued upon exercise of the whole or any part of this Option is the Option Price set forth on the face of this certificate.

3.Exercisability Schedule.  This Option may be exercised at any time and from time to time for the number of shares and in accordance with the exercisability schedule set forth on the face of this certificate, but only for the purchase of whole shares.  The Option may not be exercised as to any shares after the Expiration Date.

4.Method of Exercise.  To exercise this Option, the Optionholder shall deliver written notice of exercise to the Company specifying the number of shares with respect to which Option is being exercised accompanied by payment of the Option Price for such shares in cash, by certified check or in such other form, including shares of Common Stock of the Company valued at their Fair Market Value on the date of delivery, as the Committee may approve.  If the Optionholder is a resident of Canada for purposes of the Income Tax Act (Canada), such notice shall be accompanied by a properly completed election to defer the inclusion of the benefit from the exercise in the Optionholder’s employment income in the year of exercise.  Promptly following receipt of such notice (and election, if applicable), the Company will deliver to the Optionholder a certificate representing the number of shares with respect to which the Option is being exercised.

5.Rights as a Stockholder or Employee.  The Optionholder shall not have any rights in respect of shares as to which the Option shall not have been exercised and payment made as provided above.  The Optionholder shall not have any rights to continued employment by the Company or its Affiliates by virtue of the grant of this Option.

6.Recapitalization, Mergers, Etc.  In the event of corporate transactions affecting the Company’s outstanding Common Stock, the Committee may adjust the Option as outlined in the Plan.  If such transaction involves a Change in Control of the Company, the provisions of the Plan shall govern.

7.Option Not Transferable.  Except as otherwise approved by the Committee, this Option is not transferable by the Optionholder otherwise than by the will or the laws of descent and distribution, and is exercisable, during the Optionholder’s lifetime, only by the Optionholder.  The naming of a Designated Beneficiary does not constitute a transfer.

8.Exercise of Option After Termination of Employment.  Except as otherwise provided in the Plan, if the Optionholder’s employment with (a) the Company, (b) an Affiliate, or (c) a corporation (or parent or subsidiary corporation of such corporation) issuing or assuming a stock option in a transaction to which section 424(a) of the Code applies, is terminated for any reason other than by disability (within the meaning of section 22 (e)(3) of the Code) or death, the Optionholder may exercise the rights which were available to the Optionholder at the time of such termination only within three months from the date of termination.  If Optionholder’s employment is terminated as a result of disability, such rights may be exercised within twelve months from the date of termination.  Upon the death of Optionholder, his or her Designated Beneficiary shall have the right, at any time within twelve months after the date of death, to exercise in whole or in part any rights that were available to the Optionholder at the time of death.  Notwithstanding the foregoing, no rights under this Option may be exercised after the Expiration Date.

 


 

9.Compliance with Securities Laws.  It shall be a condition to the Optionholder’s right to purchase shares of Common Stock hereunder that the Company may, in its discretion, require (a) that the shares of Common Stock reserved for issue upon the exercise of this Option shall have been duly listed, upon official notice of issuance, upon any national securities exchange or automated quotation system on which the Company’s Common Stock may then be listed or quoted, (b) that either (i) a registration statement under the Securities Act of 1933 with respect to the shares shall be in effect, or (ii) in the opinion of counsel for the Company, the proposed purchase shall be exempt from registration under that Act and the Optionholder shall have made such undertakings and agreements with the Company as the Company may reasonably require, and (c) that such other steps, if any, as counsel for the Company shall consider necessary to comply with any law applicable to the issue of such shares by the Company shall have been taken by the Company or the Optionholder, or both.  The certificates representing the shares purchased under this Option may contain such legends as counsel for the Company shall consider necessary to comply with any applicable law.

10.Payment of Taxes.  The Optionholder shall pay to the Company, or make provision satisfactory to the Company for payment of, any taxes required by law to be withheld with respect to the exercise of this Option in accordance with the Plan.  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 Optionholder.

11.Notice of Sale of Shares Required.  The Optionholder agrees to notify the Company in writing within 30 days of the disposition of any shares purchased upon exercise of this Option if such disposition occurs within two years of the date of the grant of this Option or within one year after such purchase.

 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:2/20/208-K
For Period end:12/31/19
 List all Filings 


8 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/23/24  Lamar Advertising Co.             10-K       12/31/23  135:17M                                    Workiva Inc Wde… FA01/FA
 2/24/23  Lamar Advertising Co.             10-K       12/31/22  136:19M                                    Workiva Inc Wde… FA01/FA
 2/25/22  Lamar Advertising Co.             10-K       12/31/21  137:18M                                    Workiva Inc Wde… FA01/FA
 7/15/21  Lamar Media Corp./DE              S-48/27/21  125:25M                                    Donnelley … Solutions/FA
 6/22/21  Lamar Advertising Co.             424B5       6/21/21    1:399K                                   Donnelley … Solutions/FA
 6/21/21  Lamar Advertising Co.             S-3ASR      6/21/21    4:367K                                   Donnelley … Solutions/FA
 2/26/21  Lamar Advertising Co.             10-K       12/31/20  120:31M                                    ActiveDisclosure/FA
 9/04/20  Lamar Media Corp./DE              S-49/04/20  131:30M                                    Donnelley … Solutions/FA
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