Exhibit 10.23
EXECUTIVE OPTION
AGREEMENT
Optionee:
This Option and any securities
issued upon exercise of this Option are subject to restrictions on
transfer and requirements of sale and other provisions as set forth
below.
CC MEDIA HOLDINGS, INC.
NON-QUALIFIED STOCK OPTION
AGREEMENT
This stock option (the “
Option ”) 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 Executive Option Agreement (the
“ 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, par value $.001 per share (the “ Shares
”), as set forth below:
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(a)
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Shares at $36.00 per Share (the
“ Tranche 1 Options ”);
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(b)
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Shares at $36.00 per Share (the
“ Tranche 2 Options ”); and
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(c)
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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 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
the methods of payment otherwise permitted by the Plan, the
Administrator shall, at the election of the Optionee, hold back
Shares from an 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 a Optionee’s Employment ceases in all circumstances:
automatically and immediately upon the cessation 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,
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; and
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(b) 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.
4. Withholding . No Shares
will be transferred pursuant to the exercise of this Option unless
and until the person exercising this Option shall have remitted to
the Company an amount sufficient to satisfy any federal, state, or
local withholding tax requirements, or shall have made other
arrangements satisfactory to the Company with respect to such
taxes. The Administrator may, in its sole discretion, hold back
Shares otherwise receivable upon exercise of the Option or permit
an Optionee to tender previously owned shares of Stock in
satisfaction of tax withholding requirements (but not in excess of
the applicable minimum statutory withholding rate).
5. Nontransferability of
Option . This Option is not transferable by the Optionee other
than by will or the applicable laws of descent and distribution,
and is exercisable during the Optionee's lifetime only by the
Optionee.
6. Restrictions on Shares
.
(a) Transferability of Shares
. Except as provided in this Section 6, no Transfer of Shares
received upon exercise of the Option (“ Received
Shares ”) by the Optionee is permitted:
(i) Permitted Transferees .
The Optionee may Transfer any and all Received Shares to a
Permitted Transferee, provided that such Permitted Transferee shall
become a party to and subject to the terms and conditions of this
Agreement. Prior to the initial Transfer of any Received Shares to
a given Permitted Transferee pursuant to this Section 6(a) and
as a condition thereto, the Permitted Transferee shall execute a
written agreement in a form provided by the Company under which
such Permitted Transferee shall become subject to all provisions of
this Agreement to the extent applicable to the Received Shares,
including without limitation Sections 6, 7, and 10.
(ii) Public Transfers . After
the third anniversary of the closing of a Qualified Public
Offering, the Optionee may Transfer any or all Received Shares to
the public pursuant to Rule 144 under the Securities Act of 1933,
as amended (“ Rule 144 ”).
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(iii) Sale Rights on Termination
Due to Death or Disability . Upon the Optionee's termination of
Employment due to death or Disability, the Optionee and his or her
Permitted Transferees will have the right, subject to Sections
6(a)(v) and 6(a)(vi), to sell to the public pursuant to Rule 144 at
any time during the one-year period following the effective date of
such termination all or any portion of the Received Shares,
notwithstanding that such a Transfer might not otherwise then be
permitted by Section 6(a)(ii).
(iv) Release of Received
Shares . If prior to the third anniversary of the closing of a
Qualified Public Offering, any Investor makes a Transfer of its
Equity Shares to any Person (other than a Transfer to any other
Investor or Sponsor or to any of the respective Affiliates or
Affiliated Funds of any such Investor or Sponsor), then the
Optionee will be permitted to Transfer, pursuant to Rule 144, that
portion of the Optionee's Received Shares that bears the same
proportion to the total number of Shares with respect to which this
Option is then vested and exercisable and Received Shares then
owned by the Optionee as the number of Equity Shares that were
Transferred by such Investor bears to the total number of Equity
Shares that were owned by all Investors immediately prior to such
Transfer.
(v) Legal Restrictions; Other
Restrictions . The restrictions on Transfer contained in this
Agreement, including those specified in this Section 6, are in
addition to any prohibitions and other restrictions on transfer
arising under any applicable laws, rules or regulations, and the
Optionee may not Transfer Received Shares to any other Person
unless the Optionee first takes all reasonable and customary steps,
to the reasonable satisfaction of the Company, to ensure that such
Transfer would not violate, or be reasonably expected to restrict
or impair the respective business activities of the Company or any
of its subsidiaries under, any applicable laws, rules or
regulations, including applicable securities, antitrust or U.S.
federal communications laws, rules and regulations. The
restrictions on Transfer contained in this Agreement are in
addition to any other restrictions on Transfer to which the
Optionee may be subject, including any restrictions on Transfer
contained in the Company’s certificate of incorporation
(including restrictions therein relating to federal communications
laws), or any other agreement to which the Optionee is a party or
is bound or any applicable lock-up rules and regulations of any
national securities exchange or national securities
association.
(vi) Impermissible Transfers
. Any Transfer of Received Shares not made in compliance with the
terms of this Section 6 shall be null and void ab initio, and
the Company shall not in any way give effect to any such
Transfer.
(vii) Period . Upon the
occurrence of a Change of Control, all the Transfer restrictions of
this Section 6 shall terminate.
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(b) Drag Rights .
(i) Sale Event Drag Along .
If the Company notifies the Optionee in writing that it has
received a valid Drag Along Sale Notice (as defined in the
Stockholders Agreement) pursuant to the Stockholders Agreement and
that Capital IV has informed the Company that it desires to have
the Optionee participate in the transaction that is the subject of
the Drag Along Sale Notice, then the Optionee shall be bound and
obligated to Transfer in such transaction the percentage of the
aggregate number of Shares with respect to which this Option is
then vested and exercisable and Received Shares then held by the
Optionee that the Company notifies the Optionee is equal to the
percentage of Equity Shares held by the Sponsors and their
Affiliates that the Sponsors and Affiliates are transferring in
such transaction, on the same terms and conditions as the Sponsors
and their Affiliates with respect to each Equity Share Transferred.
With respect to a given transaction that is the subject of a Drag
Along Notice, the Optionee's obligations under this
Section 6(b) shall remain in effect until the earlier of
(1) the consummation of such transaction and
(2) notification by the Company that such Drag Along Sale
Notice has been withdrawn.
(ii) Waiver of Appraisal
Rights . The Opt