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TMCNet:  LAMAR ADVERTISING CO/NEW FILES (8-K) Disclosing Change in Directors or Principal Officers

[March 24, 2014]

LAMAR ADVERTISING CO/NEW FILES (8-K) Disclosing Change in Directors or Principal Officers

(Edgar Glimpses Via Acquire Media NewsEdge) Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Executive Compensation On March 20, 2014, the Compensation Committee of the Board of Directors of Lamar Advertising Company (the "Company") set the base salaries and approved both a performance-based cash and equity bonus programs and a separate discretionary cash bonus program for the Company's executive officers for fiscal 2014.


The following table sets forth the 2014 base salary for each of the Company's executive officers: Executive Officer 2014 Base SalaryKevin P. Reilly, Jr. President, Chairman of the Board of Directors $ 700,000 Sean E. Reilly Chief Executive Officer $ 700,000 Keith A. Istre Chief Financial Officer and Treasurer $ 500,000 Under the performance-based bonus programs, each of the Company's executive officers has an opportunity to earn a cash bonus and an award of unrestricted shares of the Company's Class A Common Stock (the "Common Stock"). The amount of cash bonus and the number of unrestricted shares of Common Stock earned by each executive officer will be determined according to formulas set by the Compensation Committee at the meeting. The formulas are based upon levels of the Company's pro forma net revenue growth and pro forma EBITDA growth (exclusive of REIT-related expenses) in fiscal 2014 over fiscal 2013. Under the formulas, each executive officer may earn up to a maximum of 200% of his target cash bonus and 100% of his target equity award. Any bonus under these programs will be paid and issued when the Compensation Committee certifies (after the close of fiscal 2014) the extent to which the enumerated performance criteria have been satisfied.

The following table sets forth the 2014 target cash and equity bonuses for each of the Company's executive officers, which assumes 100% achievement of each performance metric: 2014 Target 2014 Target Unrestricted Executive Officer Cash Bonus Stock Grant Kevin P. Reilly, Jr. President, Chairman of the Board of Directors $ 250,000 (1) 44,000 shares Sean E. Reilly Chief Executive Officer $ 400,000 (2) 44,000 shares Keith A. Istre Chief Financial Officer and Treasurer $ 300,000 (3) 34,000 shares (1) Mr. Kevin P. Reilly, Jr. may earn up to 200% of his target bonus, for a total cash bonus opportunity of up to $500,000, upon the attainment of enumerated performance goals that exceed target under the bonus program.

(2) Mr. Sean E. Reilly may earn up to 200% of his target bonus, for a total cash bonus opportunity of up to $800,000, upon the attainment of enumerated performance goals that exceed target under the bonus program.

(3) Mr. Keith A. Istre may earn up to 200% of his target bonus, for a total cash bonus opportunity of up to $600,000, upon the attainment of enumerated performance goals that exceed target under the bonus program.

In addition, the Compensation Committee also adopted a discretionary bonus program for fiscal 2014. Under this program, the Committee may grant an additional cash bonus to any executive officer in an amount up to 50% of such executive officers' base salary. Such bonus (if any) will be awarded solely at the discretion of the Compensation Committee based on an evaluation of each executive officer's respective 2014 performance.

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