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:
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(a)
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1,041,667
Shares at $36.00 per Share (the “Tranche 1
Options”);
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(b)
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520,833 Shares
at $36.00 per Share (the “Tranche 2 Options”);
and
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(c)
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520,833 Shares
at $36.00 per Share (the “Tranche 3
Options”).
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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