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    169  clearchanne 169 clearchanne Document Transcript

    • <SUBMISSION> <TYPE> 8-K <DOCUMENT-COUNT> 4 <LIVE> <FILER-CIK> 0000739708 <FILER-CCC> ######## <CONTACT-NAME> Edgar Filing Group <CONTACT-PHONE-NUMBER> 214-651-1001 ex 5300 <SROS> NYSE <PERIOD> 01-12-2005 <NOTIFY-INTERNET> williamarmstrong@clearchannel.com <ITEMS> 8.01 <ITEMS> 9.01
    • <DOCUMENT> <TYPE> 8-K <FILENAME> d21793e8vk.txt <DESCRIPTION> Form 8-K <TEXT>
    • <PAGE> 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C., 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): 01/12/2005 CLEAR CHANNEL COMMUNICATIONS INC (Exact Name of Registrant as Specified in its Charter) Commission File Number: 001-09645 TX 74-1787539 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 200 E. Basse San Antonio, TX 78209 (Address of Principal Executive Offices, Including Zip Code) 210-822-2828 (Registrant’s Telephone Number, Including Area Code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [] Soliciting material pursuant to Rule 14a-12 under the Exchange Act(17CFR240.14a-12) [] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act(17CFR240.14d-2(b)) [] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act(17CFR240.13e-4(c))
    • <PAGE> 2 Items to be Included in this Report Item 8.01. Other Events The purpose of this report is to permit the registrant to file herewith those exhibits listed in Item 9.01 below. Item 9.01. Financial Statements and Exhibits (c) Exhibits 10.1 Form Of Clear Channel Communications, Inc. 2001 Stock Incentive Plan Stock Option Agreement For A Stock Option With A Ten Year Term. 10.2 Form Of Clear Channel Communications, Inc. 2001 Stock Incentive Plan Stock Option Agreement For A Stock Option With A Seven Year Term. 10.3 Form Of Amended And Restated Clear Channel Communications, Inc. 2001 Stock Incentive Plan Restricted Stock Award Agreement. Signature(s) Pursuant to the Requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the Undersigned hereunto duly authorized. CLEAR CHANNEL COMMUNICATIONS, INC. Date: January 18, 2005 By: /s/ HERBERT W. HILL JR. ------------------------------------- Herbert W. Hill, Jr. Sr. Vice President/Chief Accounting Officer
    • <PAGE> 3 INDEX TO EXHIBITS 10.1 Form Of Clear Channel Communications, Inc. 2001 Stock Incentive Plan Stock Option Agreement For A Stock Option With A Ten Year Term. 10.2 Form Of Clear Channel Communications, Inc. 2001 Stock Incentive Plan Stock Option Agreement For A Stock Option With A Seven Year Term. 10.3 Form Of Amended And Restated Clear Channel Communications, Inc. 2001 Stock Incentive Plan Restricted Stock Award Agreement. </TEXT> </DOCUMENT>
    • <DOCUMENT> <TYPE> EX-10.1 <FILENAME> d21793exv10w1.txt <DESCRIPTION> Form of 2001 Stock Incentive Plan Stock Option Agreement For A Stock Option With <TEXT>
    • <PAGE> 1 EXHIBIT 10.1 FORM OF CLEAR CHANNEL COMMUNICATIONS, INC. 2001 STOCK INCENTIVE PLAN STOCK OPTION AGREEMENT FOR A STOCK OPTION WITH A TEN YEAR TERM NOTICE OF GRANT OF STOCK OPTIONS CLEAR CHANNEL COMMUNICATIONS, INC. AND OPTION AGREEMENT ID: 74-1787539 200 East Basse San Antonio, TX 78209 Name: Address: Effective [grant date], you have been granted a Stock Option to purchase [quantity] shares (the ‘Option’) of Clear Channel Communication, Inc. (the Company) stock as outlined below. Granted To: [name and ID number] Options Granted: [quantity] Options Price per Share [market price] Total Cost to Exercise: [value] Expiration Date: [10 years from grant date] Vesting Schedule: [5 years from grant date] 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 Stock Option Plan as amended and the Option Agreement, all of which are attached and made a part of this document. _______________________________________ ______________ Clear Channel Communications, Inc. Date _______________________________________ ______________ [name] Date Note: If there are any discrepancies in the name or address shown above, please make the appropriate corrections on this form.
    • <PAGE> 2 AMENDED AND RESTATED CLEAR CHANNEL COMMUNICATIONS, INC. 2001 STOCK INCENTIVE PLAN STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT (quot;Agreementquot;) is granted on the date (the quot;DATE OF GRANTquot;) set forth on the attached Notice of Grant of Stock Options (the quot;NOTICEquot;) by Clear Channel Communications, Inc., a Texas corporation (the quot;COMPANYquot;) to the person named on the Notice (the quot;OPTIONEEquot;), who is an employee or officer of the Company or one of its subsidiaries or who is otherwise qualified to receive an Option (as defined below) under the Plan (as defined below). WHEREAS, the Board of Directors of the Company (the quot;BOARDquot;) adopted, with subsequent stockholder approval, the Clear Channel Communications, Inc. 2001 Stock Incentive Plan, as may be amended from time to time (the quot;PLANquot;). WHEREAS, the Plan provides for the granting of stock options by a committee to be appointed by the Board (the quot;COMMITTEEquot;) to directors, officers, key employees of the Company or any subsidiary of the Company and to persons who provide consulting or other services to the Company deemed by the Committee to be of substantial value to the Company to purchase, or to exercise certain rights with respect to, shares of the common stock of the Company, par value $.10 per share (the quot;COMMON STOCKquot;), in accordance with the terms and provisions thereof. NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, agree as follows: 1. Grant of Option. Subject to the terms and conditions set forth herein and in the Plan, the terms of which are attached as Exhibit A, the Company hereby grants to the Optionee, during the period commencing on the Date of Grant and ending on the Expiration Date (as provided in the Notice), the right and option (the right to purchase any one share of Common Stock hereunder being an quot;OPTIONquot;) to purchase from the Company, at a price per share set forth in the Notice (the quot;OPTION PRICEquot;), such number of shares of Common Stock as set forth in the Notice (the quot;OPTION SHARESquot;). 2. Limitation on Exercise of Option. Subject to the terms and conditions set forth herein and the Plan, the Optionee will be vested at such time(s) provided for in the Notice; provided, that, Optionee is then employed by the Company (or, in the case of non-employee Optionee’s, are still providing services to the Company), except as otherwise provided in Section 7 of this Agreement. 3. Method of Exercise. (a) During the term of this Option, the Optionee may exercise this Option, from time to time, to the extent then exercisable, by contacting the Company’s outside Plan administrator (the quot;ADMINISTRATORquot;) and following the procedures established by the Administrator. The exercise price of the Option may be paid by (a) cash or certified or bank check, (b) surrender of
    • <PAGE> 3 common stock held by the Optionee for at least six (6) months prior to exercise (or such longer or shorter period as may be required to avoid a charge to earnings for financial accounting purposes) or the attestation of ownership of such shares if so permitted by the Company, (c) if established by the Company, through a quot;same day salequot; commitment from Optionee and a broker-dealer selected by the Company that is a member of the National Association of Securities Dealers (an quot;NASD DEALERquot;) whereby the Optionee irrevocably elects to exercise the Option and to sell a portion of the shares so purchased sufficient to pay for the total exercise price and whereby the NASD Dealer irrevocably commits upon receipt of such shares to forward the total exercise price directly to the Company, (d) through additional methods prescribed by the Committee, including, without limitation, loans, installment payments and/or guarantees, all under such terms and conditions as deemed appropriate by the Committee in its discretion, or (e) by any combination of the foregoing, and, in all instances, to the extent permitted by applicable law. (b) At the time of exercise, the Optionee shall pay to the Administrator (or at the option of the Company, to the Company) such amount as the Company deems necessary to satisfy its obligation to withhold federal, state or local income or other taxes incurred by reason of the exercise of Options granted hereunder. The Optionee may elect to pay to the Administrator (or at the option of the Company, to the Company) an amount equal to the amount of the taxes which the Company shall be required to withhold by delivering to the Administrator (or at the option of the Company, to the Company), cash, a check or at the sole discretion of the Company, shares of Common Stock having a Fair Market Value equal to the amount of the withholding tax obligation as determined by the Company. 4. Issuance of Shares. Except as otherwise provided in the Plan, as promptly as practical after receipt of notification of exercise and full payment of the Option Price and any required income tax withholding, the Company shall issue or transfer to the Optionee the number of Option Shares with respect to which Options have been so exercised, and shall deliver to the Optionee or have deposited in the Optionee’s brokerage account with the Administrator a certificate or certificates therefor, registered in the Optionee’s name. 5. Company; Optionee. (a) The term quot;COMPANYquot; as used in this Agreement with reference to employment shall include the Company and its subsidiaries, as appropriate. (b) Whenever the word quot;OPTIONEEquot; is used in any provision of this Agreement under circumstances where the provision should logically be construed to apply to the beneficiaries, the executors, the administrators, or the person or persons to whom the Options may be transferred by will or by the laws of descent and distribution, the word quot;OPTIONEEquot; shall be deemed to include such person or persons. 6. Limitation on Exercise. No fractional shares may be purchased hereunder.
    • <PAGE> 4 7. Termination of Employment. Any Options held by the Optionee upon termination of employment or service shall remain exercisable as follows: (a) If the Optionee’s termination of employment or service is due to death, all unvested Options shall automatically vest and become immediately exercisable in full and all Options shall be exercisable by the Optionee’s designated beneficiary, or, if none, the person(s) to whom such Optionee’s rights under the Option are transferred by will or the laws of descent and distribution for 1 year following such termination of employment (but in no event beyond the term of the Option), and shall thereafter terminate. (b) If the Optionee’s termination of employment or service is due to Disability, the Optionee shall be treated, for purposes of this Agreement only, as if his/her employment or service continued with the Company for the lesser of (i) five years or (ii) the remaining term of the Option and the Option will continue to vest and remain exercisable during such period (the quot;DISABILITY VESTING PERIODquot;). Upon expiration of the Disability Vesting Period, all outstanding Options shall automatically terminate; provided, that, if the Optionee should die during such period, all unvested Options shall automatically vest and become immediately exercisable in full and all Options shall be exercisable by the Optionee’s designated beneficiary, or, if none, the person(s) to whom such Optionee’s rights under the Option are transferred by will or the laws of descent and distribution for 1 year following such death (but in no event beyond the term of the Option), and shall thereafter terminate. (c) If the Optionee’s termination of employment or service is due to Retirement (as defined herein), the Optionee shall be treated, for purposes of this Agreement only, as if his/her employment or service continued with the Company for the lesser of (i) five years or (ii) the remaining term of the Option and the Option will continue to vest and remain exercisable during such period (the quot;RETIREMENT VESTING PERIODquot;). Upon expiration of the Retirement Vesting Period, all outstanding Options shall automatically terminate; provided, that, if the Optionee should die during such period, all unvested Options shall automatically vest and become immediately exercisable in full and all Options shall be exercisable by the Optionee’s designated beneficiary, or, if none, the person(s) to whom such Optionee’s rights under the Option are transferred by will or the laws of descent and distribution for 1 year following such death (but in no event beyond the term of the Option), and shall thereafter terminate. For purposes of this section, quot;RETIREMENTquot; shall mean shall mean the Optionee’s resignation from the Company on or after the date on which the sum of his/her (i) full years of age (measured as of his/her last birthday preceding the date of termination of employment or service) and (ii) full years of service with the Company measured from his/her date of hire (or re-hire, if later), is equal at least seventy (70); provided, that, the Optionee must have attained at least the age of sixty (60) AND completed at least five (5) full years of service with the Company prior to the date of his/her resignation. Any disputes relating to whether the Optionee is eligible for Retirement under this Agreement, including, without limitation, his years’ of service, shall be settled by the Committee in its sole discretion. (d) If the Optionee’s termination of employment or service is for Cause, the Option shall terminate upon such termination of employment or service, regardless of whether the Option was then exercisable.
    • <PAGE> 5 (e) If the Optionee’s termination of employment or service is for any other reason, all unvested Options shall terminate on the date of termination and all Options (to the extent exercisable as of the date of termination) shall be exercisable for a period of three-months following such termination of employment or service (but in no event beyond the term of the Option), and shall thereafter terminate. The Optionee’s status as an employee shall not be considered terminated in the case of a leave of absence agreed to in writing by the Company (including, but not limited to, military and sick leave); provided, that, such leave is for a period of not more than three-months or re-employment upon expiration of such leave is guaranteed by contract or statute. (f) Notwithstanding any other provision of this Agreement or the Plan to the contrary, including, without limitation, Sections 7(b) and 7(c) of this Agreement: (i) If it is determined by the Committee that prior to the date that all Options are vested (whether or not during the Disability Vesting Period or the Retirement Vesting Period), the Optionee engaged (or is engaging in) any activity that is harmful to the business or reputation of the Company (or any Parent or Subsidiary), including, without limitation, any quot;COMPETITIVE ACTIVITYquot; (as defined below) or conduct prejudicial to or in conflict with the Company (or any Parent or Subsidiary) or any material breach of a contractual obligation to the Company (or any Parent or Subsidiary) (collectively, quot;PROHIBITED ACTSquot;), then, upon such determination by the Committee, all outstanding Options granted to the Optionee under this Agreement shall be cancelled and cease to be exercisable (whether or not then vested). (ii) If it is determined by the Committee that the Optionee engaged (or is engaging in) any Prohibited Act where such Prohibited Act occurred or is occurring within the one (1) year period immediately following the exercise of any Option granted under this Agreement, the Optionee agrees that he/she will repay to the Company any gain realized on the exercise of such Option (such gain to be valued as of the relevant exercise date(s)). Such repayment obligation will be effective as of the date specified by the Committee. Any repayment obligation must be satisfied in cash or, if permitted in the sole discretion of the Committee, in shares of Common Stock having a Fair Market Value equal the gain realized upon exercise of the Option. The Company is specifically authorized to off-set and deduct from any other payments, if any, including, without limitation, wages, salary or bonus, that it may own the Optionee to secure the repayment obligations herein contained. The determination of whether the Optionee has engaged in a Prohibited Act shall be determined by the Committee in good faith and in its sole discretion. The provisions of Section 7(f) shall have no effect following a Change in Control. For purposes of this Agreement, the term quot;COMPETITIVE ACTIVITYquot; shall mean the Optionee, without the prior written permission of the Committee, any where in the world where the Company (or any Parent or Subsidiary) engages in business, directly or indirectly, (i) entering into the employ of or rendering any services to any
    • <PAGE> 6 person, entity or organization engaged in a business which is directly or indirectly related to the businesses of the Company or any Parent or Subsidiary (quot;COMPETITIVE BUSINESSquot;) or (ii) becoming associated with or interested in any Competitive Business as an individual, partner, shareholder, creditor, director, officer, principal, agent, employee, trustee, consultant, advisor or in any other relationship or capacity other than ownership of passive investments not exceeding 1% of the vote or value of such Competitive Business. 8. Certain Adjustments. (a) In the event of any Change in Capitalization and/or any dividend or other distribution (whether in the form of cash, Common Stock, other securities, or other property), recapitalization, reclassification, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, liquidation, dissolution, or sale, transfer, exchange or other disposition of all or substantially all of the assets or stock of the Company, or exchange of Common Stock or other securities of the Company, issuance of warrants or other rights to purchase Common Stock or other securities of the Company, or other similar corporate transaction or event (an quot;EVENTquot;), and in the Committee’s opinion, such event affects the Common Stock such that an adjustment is determined by the Committee to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Option, then the Committee shall, in such manner as it may deem equitable, including, without limitation, adjust any or all of the following: (i) the number and kind of shares of Common Stock (or other securities or property) with respect to which the Option was granted and (ii) the Option Price with respect to the Option. If, by reason of an Event, the Optionee shall be entitled to exercise the Option with respect to, new, additional or different shares of stock or securities, such new, additional or different shares shall thereupon be subject to all of the conditions, restrictions and performance criteria which were applicable to the shares subject to the Option prior to such Event. The Committee determination under this Section 8(a) shall be final, binding and conclusive. (b) Upon the occurrence of an Event (or any other transaction or corporate event deemed appropriate by the Committee) in which outstanding Options are not to be assumed or otherwise continued following such an Event (or any other transaction or corporate event deemed appropriate by the Committee), the Committee may, in its discretion, (i) terminate the Option without the Optionee’s consent and provide for the purchase of any such Option for an amount of cash equal to the product of (A) and (B), where (A) is equal to the number of Option Shares subject to such outstanding Option and (B) is equal to the difference between (1) the Fair Market Value of one share of Common Stock immediately prior to such Event and (2) the Option Price per share of the Option and/or (ii) provide that such Option shall be exercisable (whether or not vested) as to all shares covered thereby for at least thirty (30) days prior to such Event (or any other transaction or corporate event deemed appropriate by the Committee) or such longer or shorter period as the Committee may determine is appropriate. (c) Upon the occurrence of a Change in Control, all outstanding unvested Options granted hereunder shall become immediately vested and exercisable in full.
    • <PAGE> 7 9. No Rights of Stockholders. Neither the Optionee nor any personal representative shall be, or shall have any of the rights and privileges of, a stockholder of the Company with respect to any shares of Common Stock purchasable or issuable upon the exercise of the Option, in whole or in part, prior to the date of exercise of the Option and no adjustment (other than as provided in Section 8) shall be made for dividends or distributions or other rights in respect of such Option Shares for which the record date is prior to the date upon which he shall become the holder of record thereof. 10. Non-Transferability of Option. The Option is not transferable by a Optionee except by will or the laws of descent and distribution or to a beneficiary in the event of the Optionee’s death, and, if exercisable, shall be exercisable during the lifetime of a Optionee only by the Optionee or his guardian or legal representative. Following transfer, the Option shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer. The events of termination of employment set forth in Section 7 hereof shall continue to be applied with respect to the original Optionee, following which the Option shall be exercisable by the transferee only to the extent and for the periods specified in the Plan. The Option may not be pledged, mortgaged, hypothecated or otherwise encumbered, and shall not be subject to the claims of creditors. 11. Employment Not Affected. Neither the granting of the Option nor its exercise shall be construed as granting to the Optionee any right with respect to continuance of employment of the Company. Except as may otherwise be limited by a written agreement between the Company and the Optionee, the right of the Company to terminate at will the Optionee’s employment with it at any time (whether by dismissal, discharge, retirement or otherwise) is specifically reserved by the Company and acknowledged by the Optionee. 12. Amendment of Option. The Option may be amended by the Board or the Committee at any time (i) if the Board or the Committee determines, in its sole discretion, that amendment is necessary or advisable to conform to any changes in the law which occur after the Date of Grant and by its terms applies to the Option; or (ii) which the Board may deem to be in the best interests of the Company, provided that no amendment shall impair or negate any of the rights or obligations under this Agreement, without the consent of the Optionee (except as otherwise provided in Section 8 of this Agreement. 13. Restrictions on Transfer. The Optionee agrees, by acceptance of this Option, that, upon issuance of any shares hereunder, that, unless such shares are then registered under applicable federal and state securities laws, (i) acquisition of such shares will be for investment and not with a view to the distribution thereof, and (ii) the Company may require an investment letter from the Optionee in such form as may be recommended by Company counsel. The Company shall in no event be obliged to register any securities pursuant to the Securities Act of 1933 (as now in effect or as hereafter amended) or
    • <PAGE> 8 to take any other affirmative action in order to cause the exercise of the Options or the issuance or transfer of shares pursuant thereto to comply with any law or regulation of any governmental authority. 14. Notice. Any notice to the Company provided for in this Agreement shall be addressed to it in care of its Secretary at its executive offices at Clear Channel Communications, Inc., 200 East Basse Road, San Antonio, Texas 78209-8328, and any notice to the Optionee shall be addressed to the Optionee at the current address shown on the payroll records of the Company. Any notice shall be deemed to be duly given if and when properly addressed and posted by registered or certified mail, postage prepaid. 15. Incorporation of Plan by Reference. The Option is granted pursuant to the terms of the Plan, the terms of which are incorporated herein by reference, and the Option shall in all respects be interpreted in accordance with the Plan. The Committee shall interpret and construe the Plan and this Agreement, and its interpretations and determinations shall interpret and construe the Plan and this Agreement, and its interpretations and determinations shall be conclusive and binding on the parties hereto and any other person claiming an interest hereunder, with respect to any issue arising hereunder or thereunder. In the event of a conflict or inconsistency between the terms and provisions of the Plan and the provisions of this Agreement, the Plan shall govern and control. All capitalized terms not defined herein shall have the meaning ascribed to them as set forth in the Plan. 16. Governing Law. The validity, construction, interpretation and effect of this Agreement shall exclusively be governed by and determined in accordance with the law of the State of Texas without regard to its conflict of law principles, except to the extent preempted by federal law. 17. Binding Effect. Subject to Section 10 hereof, this Agreement shall be binding upon the heirs, executors, administrators and successors of the parties hereto. </TEXT> </DOCUMENT>
    • <DOCUMENT> <TYPE> EX-10.2 <FILENAME> d21793exv10w2.txt <DESCRIPTION> Form of 2001 Stock Incentive Plan Stock Option Agreement For A Stock Option With <TEXT>
    • <PAGE> 1 EXHIBIT 10.2 FORM OF CLEAR CHANNEL COMMUNICATIONS, INC. 2001 STOCK INCENTIVE PLAN STOCK OPTION AGREEMENT FOR A STOCK OPTION WITH A SEVEN YEAR TERM NOTICE OF GRANT OF STOCK OPTIONS CLEAR CHANNEL COMMUNICATIONS, INC. AND OPTION AGREEMENT ID: 74-1787539 200 East Basse San Antonio, TX 78209 Name: Address: Effective [grant date], you have been granted a Stock Option to purchase [quantity] shares (the ’Option’) of Clear Channel Communication, Inc. (the Company) stock as outlined below. Granted To: [name and ID number] Options Granted: [quantity] Options Price per Share [market price] Total Cost to Exercise: [value] Expiration Date: [7 years from grant date] Vesting Schedule: [25% 3 years from grant date; 25% 4 years from grant date; and remaining 50% 5 years from grant date] 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 Stock Option Plan as amended and the Option Agreement, all of which are attached and made a part of this document. ________________________________________ _____________ Clear Channel Communications, Inc. Date ________________________________________ _____________ [name] Date Note: If there are any discrepancies in the name or address shown above, please make the appropriate corrections on this form.
    • <PAGE> 2 AMENDED AND RESTATED CLEAR CHANNEL COMMUNICATIONS, INC. 2001 STOCK INCENTIVE PLAN STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT (quot;Agreementquot;) is granted on the date (the quot;DATE OF GRANTquot;) set forth on the attached Notice of Grant of Stock Options (the quot;NOTICEquot;) by Clear Channel Communications, Inc., a Texas corporation (the quot;COMPANYquot;) to the person named on the Notice (the quot;OPTIONEEquot;), who is an employee or officer of the Company or one of its subsidiaries or who is otherwise qualified to receive an Option (as defined below) under the Plan (as defined below). WHEREAS, the Board of Directors of the Company (the quot;BOARDquot;) adopted, with subsequent stockholder approval, the Clear Channel Communications, Inc. 2001 Stock Incentive Plan, as may be amended from time to time (the quot;PLANquot;). WHEREAS, the Plan provides for the granting of stock options by a committee to be appointed by the Board (the quot;COMMITTEEquot;) to directors, officers, key employees of the Company or any subsidiary of the Company and to persons who provide consulting or other services to the Company deemed by the Committee to be of substantial value to the Company to purchase, or to exercise certain rights with respect to, shares of the common stock of the Company, par value $.10 per share (the quot;COMMON STOCKquot;), in accordance with the terms and provisions thereof. NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, agree as follows: 1. Grant of Option. Subject to the terms and conditions set forth herein and in the Plan, the terms of which are attached as Exhibit A, the Company hereby grants to the Optionee, during the period commencing on the Date of Grant and ending on the Expiration Date (as provided in the Notice), the right and option (the right to purchase any one share of Common Stock hereunder being an quot;OPTIONquot;) to purchase from the Company, at a price per share set forth in the Notice (the quot;OPTION PRICEquot;), such number of shares of Common Stock as set forth in the Notice (the quot;OPTION SHARESquot;). 2. Limitation on Exercise of Option. Subject to the terms and conditions set forth herein and the Plan, the Optionee will be vested at such time(s) provided for in the Notice; provided, that, Optionee is then employed by the Company (or, in the case of non-employee Optionee’s, are still providing services to the Company), except as otherwise provided in Section 7 of this Agreement. 3. Method of Exercise. (a) During the term of this Option, the Optionee may exercise this Option, from time to time, to the extent then exercisable, by contacting the Company’s outside Plan administrator (the quot;ADMINISTRATORquot;) and following the procedures established by the Administrator. The exercise price of the Option may be paid by (a) cash or certified or bank check, (b) surrender of
    • <PAGE> 3 common stock held by the Optionee for at least six (6) months prior to exercise (or such longer or shorter period as may be required to avoid a charge to earnings for financial accounting purposes) or the attestation of ownership of such shares if so permitted by the Company, (c) if established by the Company, through a quot;same day salequot; commitment from Optionee and a broker-dealer selected by the Company that is a member of the National Association of Securities Dealers (an quot;NASD DEALERquot;) whereby the Optionee irrevocably elects to exercise the Option and to sell a portion of the shares so purchased sufficient to pay for the total exercise price and whereby the NASD Dealer irrevocably commits upon receipt of such shares to forward the total exercise price directly to the Company, (d) through additional methods prescribed by the Committee, including, without limitation, loans, installment payments and/or guarantees, all under such terms and conditions as deemed appropriate by the Committee in its discretion, or (e) by any combination of the foregoing, and, in all instances, to the extent permitted by applicable law. (b) At the time of exercise, the Optionee shall pay to the Administrator (or at the option of the Company, to the Company) such amount as the Company deems necessary to satisfy its obligation to withhold federal, state or local income or other taxes incurred by reason of the exercise of Options granted hereunder. The Optionee may elect to pay to the Administrator (or at the option of the Company, to the Company) an amount equal to the amount of the taxes which the Company shall be required to withhold by delivering to the Administrator (or at the option of the Company, to the Company), cash, a check or at the sole discretion of the Company, shares of Common Stock having a Fair Market Value equal to the amount of the withholding tax obligation as determined by the Company. 4. Issuance of Shares. Except as otherwise provided in the Plan, as promptly as practical after receipt of notification of exercise and full payment of the Option Price and any required income tax withholding, the Company shall issue or transfer to the Optionee the number of Option Shares with respect to which Options have been so exercised, and shall deliver to the Optionee or have deposited in the Optionee’s brokerage account with the Administrator a certificate or certificates therefor, registered in the Optionee’s name. 5. Company; Optionee. (a) The term quot;COMPANYquot; as used in this Agreement with reference to employment shall include the Company and its subsidiaries, as appropriate. (b) Whenever the word quot;OPTIONEEquot; is used in any provision of this Agreement under circumstances where the provision should logically be construed to apply to the beneficiaries, the executors, the administrators, or the person or persons to whom the Options may be transferred by will or by the laws of descent and distribution, the word quot;OPTIONEEquot; shall be deemed to include such person or persons. 6. Limitation on Exercise. No fractional shares may be purchased hereunder.
    • <PAGE> 4 7. Termination of Employment. Any Options held by the Optionee upon termination of employment or service shall remain exercisable as follows: (a) If the Optionee’s termination of employment or service is due to death, all unvested Options shall automatically vest and become immediately exercisable in full and all Options shall be exercisable by the Optionee’s designated beneficiary, or, if none, the person(s) to whom such Optionee’s rights under the Option are transferred by will or the laws of descent and distribution for 1 year following such termination of employment (but in no event beyond the term of the Option), and shall thereafter terminate. (b) If the Optionee’s termination of employment or service is due to Disability, the Optionee shall be treated, for purposes of this Agreement only, as if his/her employment or service continued with the Company for the lesser of (i) five years or (ii) the remaining term of the Option and the Option will continue to vest and remain exercisable during such period (the quot;DISABILITY VESTING PERIODquot;). Upon expiration of the Disability Vesting Period, all outstanding Options shall automatically terminate; provided, that, if the Optionee should die during such period, all unvested Options shall automatically vest and become immediately exercisable in full and all Options shall be exercisable by the Optionee’s designated beneficiary, or, if none, the person(s) to whom such Optionee’s rights under the Option are transferred by will or the laws of descent and distribution for 1 year following such death (but in no event beyond the term of the Option), and shall thereafter terminate. (c) If the Optionee’s termination of employment or service is due to Retirement (as defined herein), the Optionee shall be treated, for purposes of this Agreement only, as if his/her employment or service continued with the Company for the lesser of (i) five years or (ii) the remaining term of the Option and the Option will continue to vest and remain exercisable during such period (the quot;RETIREMENT VESTING PERIODquot;). Upon expiration of the Retirement Vesting Period, all outstanding Options shall automatically terminate; provided, that, if the Optionee should die during such period, all unvested Options shall automatically vest and become immediately exercisable in full and all Options shall be exercisable by the Optionee’s designated beneficiary, or, if none, the person(s) to whom such Optionee’s rights under the Option are transferred by will or the laws of descent and distribution for 1 year following such death (but in no event beyond the term of the Option), and shall thereafter terminate. For purposes of this section, quot;RETIREMENTquot; shall mean shall mean the Optionee’s resignation from the Company on or after the date on which the sum of his/her (i) full years of age (measured as of his/her last birthday preceding the date of termination of employment or service) and (ii) full years of service with the Company measured from his/her date of hire (or re-hire, if later), is equal at least seventy (70); provided, that, the Optionee must have attained at least the age of sixty (60) AND completed at least five (5) full years of service with the Company prior to the date of his/her resignation. Any disputes relating to whether the Optionee is eligible for Retirement under this Agreement, including, without limitation, his years’ of service, shall be settled by the Committee in its sole discretion. (d) If the Optionee’s termination of employment or service is for Cause, the Option shall terminate upon such termination of employment or service, regardless of whether the Option was then exercisable.
    • <PAGE> 5 (e) If the Optionee’s termination of employment or service is for any other reason, all unvested Options shall terminate on the date of termination and all Options (to the extent exercisable as of the date of termination) shall be exercisable for a period of three-months following such termination of employment or service (but in no event beyond the term of the Option), and shall thereafter terminate. The Optionee’s status as an employee shall not be considered terminated in the case of a leave of absence agreed to in writing by the Company (including, but not limited to, military and sick leave); provided, that, such leave is for a period of not more than three-months or re-employment upon expiration of such leave is guaranteed by contract or statute. (f) Notwithstanding any other provision of this Agreement or the Plan to the contrary, including, without limitation, Sections 7(b) and 7(c) of this Agreement: (i) If it is determined by the Committee that prior to the date that all Options are vested (whether or not during the Disability Vesting Period or the Retirement Vesting Period), the Optionee engaged (or is engaging in) any activity that is harmful to the business or reputation of the Company (or any Parent or Subsidiary), including, without limitation, any quot;COMPETITIVE ACTIVITYquot; (as defined below) or conduct prejudicial to or in conflict with the Company (or any Parent or Subsidiary) or any material breach of a contractual obligation to the Company (or any Parent or Subsidiary) (collectively, quot;PROHIBITED ACTSquot;), then, upon such determination by the Committee, all outstanding Options granted to the Optionee under this Agreement shall be cancelled and cease to be exercisable (whether or not then vested). (ii) If it is determined by the Committee that the Optionee engaged (or is engaging in) any Prohibited Act where such Prohibited Act occurred or is occurring within the one (1) year period immediately following the exercise of any Option granted under this Agreement, the Optionee agrees that he/she will repay to the Company any gain realized on the exercise of such Option (such gain to be valued as of the relevant exercise date(s)). Such repayment obligation will be effective as of the date specified by the Committee. Any repayment obligation must be satisfied in cash or, if permitted in the sole discretion of the Committee, in shares of Common Stock having a Fair Market Value equal the gain realized upon exercise of the Option. The Company is specifically authorized to off-set and deduct from any other payments, if any, including, without limitation, wages, salary or bonus, that it may own the Optionee to secure the repayment obligations herein contained. The determination of whether the Optionee has engaged in a Prohibited Act shall be determined by the Committee in good faith and in its sole discretion. The provisions of Section 7(f) shall have no effect following a Change in Control. For purposes of this Agreement, the term quot;COMPETITIVE ACTIVITYquot; shall mean the Optionee, without the prior written permission of the Committee, any where in the world where the Company (or any Parent or Subsidiary) engages in business, directly or indirectly, (i) entering into the employ of or rendering any services to any
    • <PAGE> 6 person, entity or organization engaged in a business which is directly or indirectly related to the businesses of the Company or any Parent or Subsidiary (quot;COMPETITIVE BUSINESSquot;) or (ii) becoming associated with or interested in any Competitive Business as an individual, partner, shareholder, creditor, director, officer, principal, agent, employee, trustee, consultant, advisor or in any other relationship or capacity other than ownership of passive investments not exceeding 1% of the vote or value of such Competitive Business. 8. Certain Adjustments. (a) In the event of any Change in Capitalization and/or any dividend or other distribution (whether in the form of cash, Common Stock, other securities, or other property), recapitalization, reclassification, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, liquidation, dissolution, or sale, transfer, exchange or other disposition of all or substantially all of the assets or stock of the Company, or exchange of Common Stock or other securities of the Company, issuance of warrants or other rights to purchase Common Stock or other securities of the Company, or other similar corporate transaction or event (an quot;EVENTquot;), and in the Committee’s opinion, such event affects the Common Stock such that an adjustment is determined by the Committee to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Option, then the Committee shall, in such manner as it may deem equitable, including, without limitation, adjust any or all of the following: (i) the number and kind of shares of Common Stock (or other securities or property) with respect to which the Option was granted and (ii) the Option Price with respect to the Option. If, by reason of an Event, the Optionee shall be entitled to exercise the Option with respect to, new, additional or different shares of stock or securities, such new, additional or different shares shall thereupon be subject to all of the conditions, restrictions and performance criteria which were applicable to the shares subject to the Option prior to such Event. The Committee determination under this Section 8(a) shall be final, binding and conclusive. (b) Upon the occurrence of an Event (or any other transaction or corporate event deemed appropriate by the Committee) in which outstanding Options are not to be assumed or otherwise continued following such an Event (or any other transaction or corporate event deemed appropriate by the Committee), the Committee may, in its discretion, (i) terminate the Option without the Optionee’s consent and provide for the purchase of any such Option for an amount of cash equal to the product of (A) and (B), where (A) is equal to the number of Option Shares subject to such outstanding Option and (B) is equal to the difference between (1) the Fair Market Value of one share of Common Stock immediately prior to such Event and (2) the Option Price per share of the Option and/or (ii) provide that such Option shall be exercisable (whether or not vested) as to all shares covered thereby for at least thirty (30) days prior to such Event (or any other transaction or corporate event deemed appropriate by the Committee) or such longer or shorter period as the Committee may determine is appropriate. (c) Upon the occurrence of a Change in Control, all outstanding unvested Options granted hereunder shall become immediately vested and exercisable in full.
    • <PAGE> 7 9. No Rights of Stockholders. Neither the Optionee nor any personal representative shall be, or shall have any of the rights and privileges of, a stockholder of the Company with respect to any shares of Common Stock purchasable or issuable upon the exercise of the Option, in whole or in part, prior to the date of exercise of the Option and no adjustment (other than as provided in Section 8) shall be made for dividends or distributions or other rights in respect of such Option Shares for which the record date is prior to the date upon which he shall become the holder of record thereof. 10. Non-Transferability of Option. The Option is not transferable by a Optionee except by will or the laws of descent and distribution or to a beneficiary in the event of the Optionee’s death, and, if exercisable, shall be exercisable during the lifetime of a Optionee only by the Optionee or his guardian or legal representative. Following transfer, the Option shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer. The events of termination of employment set forth in Section 7 hereof shall continue to be applied with respect to the original Optionee, following which the Option shall be exercisable by the transferee only to the extent and for the periods specified in the Plan. The Option may not be pledged, mortgaged, hypothecated or otherwise encumbered, and shall not be subject to the claims of creditors. 11. Employment Not Affected. Neither the granting of the Option nor its exercise shall be construed as granting to the Optionee any right with respect to continuance of employment of the Company. Except as may otherwise be limited by a written agreement between the Company and the Optionee, the right of the Company to terminate at will the Optionee’s employment with it at any time (whether by dismissal, discharge, retirement or otherwise) is specifically reserved by the Company and acknowledged by the Optionee. 12. Amendment of Option. The Option may be amended by the Board or the Committee at any time (i) if the Board or the Committee determines, in its sole discretion, that amendment is necessary or advisable to conform to any changes in the law which occur after the Date of Grant and by its terms applies to the Option; or (ii) which the Board may deem to be in the best interests of the Company, provided that no amendment shall impair or negate any of the rights or obligations under this Agreement, without the consent of the Optionee (except as otherwise provided in Section 8 of this Agreement. 13. Restrictions on Transfer. The Optionee agrees, by acceptance of this Option, that, upon issuance of any shares hereunder, that, unless such shares are then registered under applicable federal and state securities laws, (i) acquisition of such shares will be for investment and not with a view to the distribution thereof, and (ii) the Company may require an investment letter from the Optionee in such form as may be recommended by Company counsel. The Company shall in no event be obliged to register any securities pursuant to the Securities Act of 1933 (as now in effect or as hereafter amended) or
    • <PAGE> 8 to take any other affirmative action in order to cause the exercise of the Options or the issuance or transfer of shares pursuant thereto to comply with any law or regulation of any governmental authority. 14. Notice. Any notice to the Company provided for in this Agreement shall be addressed to it in care of its Secretary at its executive offices at Clear Channel Communications, Inc., 200 East Basse Road, San Antonio, Texas 78209-8328, and any notice to the Optionee shall be addressed to the Optionee at the current address shown on the payroll records of the Company. Any notice shall be deemed to be duly given if and when properly addressed and posted by registered or certified mail, postage prepaid. 15. Incorporation of Plan by Reference. The Option is granted pursuant to the terms of the Plan, the terms of which are incorporated herein by reference, and the Option shall in all respects be interpreted in accordance with the Plan. The Committee shall interpret and construe the Plan and this Agreement, and its interpretations and determinations shall interpret and construe the Plan and this Agreement, and its interpretations and determinations shall be conclusive and binding on the parties hereto and any other person claiming an interest hereunder, with respect to any issue arising hereunder or thereunder. In the event of a conflict or inconsistency between the terms and provisions of the Plan and the provisions of this Agreement, the Plan shall govern and control. All capitalized terms not defined herein shall have the meaning ascribed to them as set forth in the Plan. 16. Governing Law. The validity, construction, interpretation and effect of this Agreement shall exclusively be governed by and determined in accordance with the law of the State of Texas without regard to its conflict of law principles, except to the extent preempted by federal law. 17. Binding Effect. Subject to Section 10 hereof, this Agreement shall be binding upon the heirs, executors, administrators and successors of the parties hereto. </TEXT> </DOCUMENT>
    • <DOCUMENT> <TYPE> EX-10.3 <FILENAME> d21793exv10w3.txt <DESCRIPTION> Form of Amended/Restated 2001 Stock Incentive Plan Restricted Stock Award Agreem <TEXT>
    • <PAGE> 1 EXHIBIT 10.3 FORM OF AMENDED AND RESTATED CLEAR CHANNEL COMMUNICATIONS, INC. 2001 STOCK INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT This Restricted Stock Award Agreement (the quot;AGREEMENTquot;), made as of the [grant date](the quot;GRANT DATEquot;) by and between Clear Channel Communications, Inc., a Texas corporation (the quot;COMPANYquot;), and [name] (the quot;GRANTEEquot;), evidences the grant by the Company of a stock award of restricted Shares (the quot;AWARDquot;) to the Grantee on such date and the Grantee’s acceptance of the Award in accordance with the provisions of the Amended and Restated Clear Channel Communications, Inc. 2001 Stock Incentive Plan (the quot;PLANquot;). The Company and the Grantee agree as follows: 1. BASIS FOR AWARD. This Award is made under the Plan pursuant to Section 10 thereof for service rendered (or to be rendered) to the Company by the Grantee, subject to all of the terms and conditions of this Agreement, including, without limitation, Section 4(b) hereof. 2. STOCK AWARDED. (a) The Company hereby awards to the Grantee, in the aggregate, [quantity] shares of Restricted Stock which shall be subject to the restrictions and conditions set forth in the Plan and in this Agreement. (b) Shares of Restricted Stock shall be evidenced by book-entry registration with the Company’s transfer agent, subject to such stop-transfer orders and other terms deemed appropriate by the Committee to reflect the restrictions applicable to such Award. Notwithstanding the foregoing, if any certificate is issued in respect of shares of Restricted Stock at the sole discretion of the Committee, such certificate shall be registered in the name of Grantee and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such award, substantially in the following form: quot;THE TRANSFERABILITY OF THIS CERTIFICATE AND THE COMMON STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) CONTAINED IN THE RESTRICTED STOCK AWARD AGREEMENT DATED AS OF [GRANT DATE], ENTERED INTO BETWEEN THE REGISTERED OWNER AND CLEAR CHANNEL COMMUNICATIONS, INC.quot; If a certificate is issued with respect to the Restricted Stock, the Committee may require that the certificate evidencing such shares be held in custody by the Company until the restrictions thereon shall have lapsed and that the participant shall have delivered a stock power, endorsed in blank, relating to the Shares covered by such Award. At the expiration of the restrictions, the Company shall instruct the transfer agent to release the shares from the restrictions applicable to such Award, subject to the terms of the Plan and applicable law or, in the event that a certificate has been issued, redeliver to the Grantee (or his legal representative, beneficiary or heir) share certificates for the Shares deposited with it without any legend except as otherwise provided by the Plan, this Agreement or applicable law. During the
    • <PAGE> 2 period that the Grantee holds the shares of Restricted Stock, the Grantee shall have the right to receive dividends on and to vote the Restricted Stock while it is subject to restriction, except as otherwise provided by the Plan. If the Award is forfeited in whole or in part, the Grantee will assign, transfer, and deliver any evidence of the shares of Restricted Stock to the Company and cooperate with the Company to reflect such forfeiture. By accepting the Award, the Grantee acknowledges that the Company does not have an adequate remedy in damages for the breach by the Grantee of the conditions and covenants set forth in this Agreement and agrees that the Company is entitled to and may obtain an order or a decree of specific performance against the Grantee issued by any court having jurisdiction. (c) Except as provided in the Plan or this Agreement, the restrictions on the Restricted Stock are that prior to vesting as provided in Sections 3 and 4(a) of this Agreement, the shares may not be sold, assigned, transferred, hypothecated, pledged or otherwise alienated (collectively a quot;TRANSFERquot;) by the Grantee without the written consent of the Committee and any such Transfer or attempted Transfer, whether voluntary or involuntary, and if involuntary whether by process of law in any civil or criminal suit, action or proceeding, whether in the nature of an insolvency or bankruptcy proceeding or otherwise, shall be void and of no effect. 3. VESTING. Except as otherwise provided in this Agreement, the restrictions described in Section 2 of this Agreement will lapse with respect to 25% of the Restricted Stock on the third anniversary of the Grant Date and as to an additional 25% of the Restricted Stock on the fourth anniversary of the Grant Date and as to an additional 50% of the Restricted Stock on the fifth anniversary of the Grant Date (each a quot;VESTING DATEquot;); provided, that, the Grantee is still employed or performing services for the Company (or any Parent or Subsidiary) on each such Vesting Date. In the event of the Grantee’s termination of employment or service prior to the date that all of the Restricted Stock is vested, except as otherwise provided in this Agreement, all Restricted Stock still subject to restriction shall be forfeited. (a) If the Grantee’s termination of employment or service is due to death and such death occurs prior to the date that all of the Restricted Stock is vested, all restrictions will lapse with respect to 100% of the Restricted Stock still subject to restriction on the date of death. (b) If a Grantee’s termination of employment or service is due to Disability or Retirement (as defined herein) and such Disability or Retirement, as the case may be, occurs prior to the date that all of the Restricted Stock is vested, the Grantee shall be treated, for purposes of this Agreement only, as if his/her employment or service continued with the Company until the date that all restrictions on the Restricted Stock have lapsed (the quot;EXTENSION PERIODquot;) and such Restricted Stock will vest in accordance with the schedule set forth herein; provided, that, if the Grantee dies during the Extension Period and the Restricted Stock has not been forfeited in accordance with Section 4(b), all restrictions will lapse with respect to 100% of the Restricted Stock still subject to restriction on the date of death. quot;RETIREMENTquot; shall mean a Grantee’s resignation from the Company on or after the date on which the sum of his/her (i) full years of age (measured as of his/her last birthday preceding the date of termination of employment or service) and (ii) full years of service with the Company (or any Parent or Subsidiary) measured from his date of hire (or re-hire, if later), is equal at least seventy (70); provided, that, the Grantee must have attained at least the age of sixty (60) AND completed at least five (5) full years of service with the Company (or any Parent or Subsidiary) prior to the date of his/her resignation. Any disputes relating to whether the Grantee is eligible for Retirement under this Agreement, including, without limitation, his years’ of service, shall be settled by the Committee in its sole discretion.
    • <PAGE> 3 (c) If the Grantee’s termination of employment or service is for any other reason and such termination occurs prior to the date that all of the Restricted Stock is vested, the Restricted Stock still subject to restriction shall automatically be forfeited upon such cessation of employment or services. 4. SPECIAL RULES. (a) CHANGE IN CONTROL. In the event of a Change in Control, the restrictions described in Sections 2 and 3 of this Agreement will lapse with respect to 100% of the Restricted Stock still subject to restriction. (b) FORFEITURE. 1. Notwithstanding the provisions of Section 3 of this Agreement and any other provision of this Agreement or the Plan to the contrary, if it is determined by the Committee that prior to the date that all of the Restricted Stock is vested (whether or not during the Extension Period), the Grantee engaged (or is engaging in) any activity that is harmful to the business or reputation of the Company (or any Parent or Subsidiary), including, without limitation, any quot;COMPETITIVE ACTIVITYquot; (as defined below) or conduct prejudicial to or in conflict with the Company (or any Parent or Subsidiary) or any material breach of a contractual obligation to the Company (or any Parent or Subsidiary) (collectively, quot;PROHIBITED ACTSquot;), then, upon such determination by the Committee, all Restricted Stock granted to the Grantee under this Agreement which is still subject to restriction shall be cancelled and forfeited. 2. Notwithstanding any other provision of this Agreement or the Plan to the contrary, if it is determined by the Committee that the Grantee engaged (or is engaging in) any Prohibited Act where such Prohibited Act occurred or is occurring within the one (1) year period immediately following the vesting of any Restricted Stock under this Agreement (including, without limitation, vesting that occurs by application of Section 3(b) of this Agreement), the Grantee agrees that he/she will repay to the Company any gain realized on the vesting of such Restricted Stock (such gain to be valued as of the relevant Vesting Date(s) based on the Fair Market Value of the Restricted Stock on the relevant Vesting Date(s) over the purchase price paid, if any, of such stock). Such repayment obligation will be effective as of the date specified by the Committee. Any repayment obligation must be satisfied in cash or, if permitted in the sole discretion of the Committee, in shares of Common Stock having a Fair Market Value equal the value of the Restricted Stock on the relevant Vesting Date(s). The Company is specifically authorized to off-set and deduct from any other payments, if any, including, without limitation, wages, salary or bonus, that it may own the Grantee to secure the repayment obligations herein contained. 3. The determination of whether the Grantee has engaged in a Prohibited Act shall be determined by the Committee in good faith and in its sole discretion.
    • <PAGE> 4 4. The provisions of this Section 4(b) shall have no effect following a Change in Control. 5. For purposes of this Agreement, the term quot;COMPETITIVE ACTIVITYquot; shall mean the Grantee, without the prior written permission of the Committee, any where in the world where the Company (or any Parent or Subsidiary) engages in business, directly or indirectly, (A) entering into the employ of or rendering any services to any person, entity or organization engaged in a business which is directly or indirectly related to the businesses of the Company or any Parent or Subsidiary (quot;COMPETITIVE BUSINESSquot;) or (B) becoming associated with or interested in any Competitive Business as an individual, partner, shareholder, creditor, director, officer, principal, agent, employee, trustee, consultant, advisor or in any other relationship or capacity other than ownership of passive investments not exceeding 1% of the vote or value of such Competitive Business. 5. COMPLIANCE WITH LAWS AND REGULATIONS. The issuance and transfer of Shares shall be subject to compliance by the Company and the Grantee with all applicable requirements of securities laws and with all applicable requirements of any stock exchange on which the Shares may be listed at the time of such issuance or transfer. The Grantee understands that the Company is under no obligation to register or qualify the Shares with the Securities and Exchange Commission (quot;SECquot;), any state securities commission or any stock exchange to effect such compliance. 6. TAX WITHHOLDING. (a) The Grantee agrees that, subject to clause 6(b) below, no later than the date as of which the restrictions on the Restricted Stock shall lapse with respect to all or any of the Restricted Stock covered by this Agreement, the Grantee shall pay to the Company (in cash or to the extent permitted by the Committee in its sole discretion, Shares held by the Grantee whose Fair Market Value is equal to the amount of the Grantee’s tax withholding liability) any federal, state or local taxes of any kind required by law to be withheld, if any, with respect to the Restricted Stock for which the restrictions shall lapse. The Company or its affiliates shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to the Grantee any federal, state or local taxes of any kind required by law to be withheld with respect to the shares of Restricted Stock. The Company may refuse to instruct the transfer agent to release the Shares or redeliver share certificates if Grantee fails to comply with any withholding obligation. (b) If the Grantee properly elects, within thirty (30) days of the Grant Date, to include in gross income for federal income tax purposes an amount equal to the Fair Market Value as of the Grant Date of the Restricted Stock granted hereunder pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, the Grantee shall pay to the Company, or make other arrangements satisfactory to the Committee to pay to the Company in the year of such grant, any federal, state or local taxes required to be withheld with respect to such Shares. If the Grantee fails to make such payments, the Company or its affiliates shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to the Grantee any federal, state or local taxes of any kind required by law to be withheld with respect to such Shares. The Company may refuse to instruct the transfer agent to release the Shares or redeliver share certificates if Grantee fails to comply with any withholding obligation.
    • <PAGE> 5 7. NO RIGHT TO CONTINUED EMPLOYMENT. Nothing in this Agreement shall be deemed by implication or otherwise to impose any limitation on any right of the Company or any of its affiliates to terminate the Grantee’s employment at any time, in the absence of a specific written agreement to the contrary. 8. AMENDMENT OF AWARD. The Award may be amended by the Board or the Committee at any time (i) if the Board or the Committee determines, in its sole discretion, that amendment is necessary or advisable to conform to any changes in the law which occur after the Grant Date and by its terms applies to the Award; or (ii) which the Board may deem to be in the best interests of the Company, provided that no amendment shall impair or negate any of the rights or obligations under this Agreement, without the consent of the Grantee (except as otherwise provided in Section 10 of this Agreement. 9. REPRESENTATIONS AND WARRANTIES OF GRANTEE. The Grantee represents and warrants to the Company that: (a) Agrees to Terms of the Plan. The Grantee has received a copy of the Plan and the Prospectus prepared pursuant to the Form S-8 Registration Statement relating to the Plan and has read and understands the terms of the Plan, this Agreement and the Prospectus, and agrees to be bound by their terms and conditions. The Grantee acknowledges that there may be adverse tax consequences upon the vesting of Restricted Stock or disposition of the Shares once vested, and that the Grantee should consult a tax adviser prior to such time. (b) Cooperation. The Grantee agrees to sign such additional documentation as may reasonably be required from time to time by the Company. 10. ADJUSTMENT UPON CHANGES IN CAPITALIZATION. Awards may be adjusted as provided in the Plan, including, without limitation, Sections 13 and 14 of the Plan. 11. INCORPORATION OF PLAN BY REFERENCE. The Award is granted pursuant to the terms of the Plan, the terms of which are incorporated herein by reference, and the Award shall in all respects be interpreted in accordance with the Plan. The Committee shall interpret and construe the Plan and this Agreement, and its interpretations and determinations shall be conclusive and binding on the parties hereto and any other person claiming an interest hereunder, with respect to any issue arising hereunder or thereunder. In the event of a conflict or inconsistency between the terms and provisions of the Plan and the provisions of this Agreement, the Plan shall govern and control. All capitalized terms not defined herein shall have the meaning ascribed to them as set forth in the Plan. 12. GOVERNING LAW; MODIFICATION. The validity, construction, interpretation and effect of this Agreement shall exclusively be governed by and determined in accordance with the law of the State of Texas without regard to its conflict of law principles, except to the extent preempted by federal law. 13. MISCELLANEOUS. The masculine pronoun shall be deemed to include the feminine, and the singular number shall be deemed to include the plural unless a different meaning is plainly required by the context. IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the date first above written.
    • <PAGE> 6 CLEAR CHANNEL COMMUNICATIONS, INC. Grantee: _______________________________ By: _______________________________ Name: Mark P. Mays SS #: __________________________________ Title:President and Chief Executive Officer </TEXT> </DOCUMENT> </SUBMISSION>