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CC MEDIA HOLDINGS, INC. NON-QUALIFIED STOCK OPTION AGREEMENT

Option Agreement

CC MEDIA HOLDINGS, INC. 

NON-QUALIFIED STOCK OPTION AGREEMENT | Document Parties: C C MEDIA HOLDINGS INC You are currently viewing:
This Option Agreement involves

C C MEDIA HOLDINGS INC

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Title: CC MEDIA HOLDINGS, INC. NON-QUALIFIED STOCK OPTION AGREEMENT
Date: 7/30/2008

CC MEDIA HOLDINGS, INC. 

NON-QUALIFIED STOCK OPTION AGREEMENT, Parties: c c media holdings inc
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Exhibit 10.20

SENIOR EXECUTIVE OPTION AGREEMENT

Optionee:                                

This Option and any securities issued upon exercise of this Option are subject to restrictions on voting and transfer and requirements of sale and other provisions as set forth in the Stockholders Agreement, dated as of July 29, 2008, among CC Media Holdings, Inc., BT Triple Crown Merger Co., Inc. (“ MergerSub ”), Clear Channel Capital IV, LLC, Clear Channel Capital V, L.P., Mark P. Mays, L. Lowry Mays, Randall T. Mays, and other stockholders of CC Media Holdings, Inc. who from time to time may become a party thereto, as amended from time to time (the “ Stockholders Agreement ”), and the Side Letter Agreement, dated as of July 29, 2008, among CC Media Holdings, Inc., MergerSub, Clear Channel Capital IV, LLC, Clear Channel Capital V, L.P., Mark P. Mays, L. Lowry Mays and Randall T. Mays (“Side Letter Agreement,” together with the Stockholders Agreement, the “ Equity Agreements ”). This Option and any securities delivered hereunder constitute Executive Shares as defined in the Stockholders Agreement.

CC MEDIA HOLDINGS, INC.

NON-QUALIFIED STOCK OPTION AGREEMENT

This stock option (the “Agreement”) is granted by CC Media Holdings, Inc., a Delaware corporation (the “Company”), to the Optionee, pursuant to the Company’s 2008 Executive Incentive Plan (as amended from time to time, the “Plan”). For the purpose of this Agreement, the “Grant Date” shall mean July 30, 2008.

1. Grant of Option . The Agreement evidences the grant by the Company on the Grant Date to the Optionee of an option to purchase, in whole or in part, on the terms provided herein and in the Plan, shares of Class A Common Stock of the Company, par value $.001 per share (the “Shares”), as set forth below:

 

 

(a)

1,041,667 Shares at $36.00 per Share (the “Tranche 1 Options”);

 

 

(b)

520,833 Shares at $36.00 per Share (the “Tranche 2 Options”); and

 

 

(c)

520,833 Shares at $36.00 per Share (the “Tranche 3 Options”).

The Option evidenced by this Agreement is not intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code (the “Code”).

2. Vesting .

3. Exercise of Option . Each election to exercise this Option shall be subject to the terms and conditions of the Plan and shall be in writing, signed by the Optionee or by his or her executor or administrator or by the Person or Persons to whom this Option is transferred by will or the applicable laws of descent and distribution (the “Legal Representative”), and made pursuant to and in accordance with the terms and conditions set forth in the Plan. In addition to

 

1


the methods of payment otherwise permitted by the Plan, the Administrator shall, at the election of the Optionee, hold back Shares from the Option having a Fair Market Value equal to the exercise price in payment of the Option exercise price. The latest date on which this Option may be exercised (the “Final Exercise Date”) is the date which is the tenth anniversary of the Grant Date, subject to earlier termination in accordance with the terms and provisions of the Plan and this Agreement. Notwithstanding the foregoing, and subject to the provisions of Section 2(b) above, the following rules will apply if the Optionee’s Employment terminates: automatically and immediately upon the termination of Employment, this Option will cease to be exercisable and will terminate, except that:

(a) any portion of this Option held by the Optionee or the Optionee’s permitted transferees, if any, immediately prior to the termination of the Optionee’s Employment by reason of a termination by the Company without Cause, the Optionee’s Retirement, or a resignation by the Optionee for Good Reason, to the extent then vested and exercisable, will remain exercisable for the shorter of (i) a period of 180 days or (ii) the period ending on the Final Exercise Date, and will thereupon terminate;

(b) any portion of this Option held by the Optionee or the Optionee’s permitted transferees, if any, immediately prior to a termination of the Optionee’s Employment by reason of a resignation by the Optionee without Good Reason, to the extent then vested and exercisable, will remain exercisable for the shorter of (i) a period of 90 days or (ii) the period ending on the Final Exercise Date, and will thereupon terminate;

(c) any portion of this Option held by the Optionee or the Optionee’s permitted transferees, if any, immediately prior to the termination of the Optionee’s Employment by reason of death or Disability, to the extent then vested and exercisable, will remain exercisable for the shorter of (i) the one year period ending with the first anniversary of the Optionee’s death or Disability, as the case may be, or (ii) the period ending on the Final Exercise Date, and will thereupon terminate; and

(d) any portion of this Option held by the Optionee or the Optionee’s permitted transferees, if any, immediately prior to the termination of the Optionee’s Employment will immediately terminate upon such termination if such termination of Employment has resulted in co


 
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