Exhibit 10.22
SENIOR MANAGEMENT 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 Senior Management 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 of the Company, par value $.001 per share (the
“Shares”), as set forth below:
|
|
(a)
|
Shares at $36.00 per Share (the
“Tranche 1 Options”);
|
|
|
(b)
|
Shares at $36.00 per Share (the
“Tranche 2 Options”); and
|
|
|
(c)
|
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 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
1
(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. Lock Up . The Optionee
agrees that in connection with a public offering and sale of shares
of Stock for cash by the Company pursuant to an effective
registration statement under the Securities Act of 1933, as amended
(a “Public Offering”) and upon the Company’s or
underwriter’s request, the Optionee will not sell, make any
short sale of, loan, grant any option for the purchase of, pledge,
enter into any swap or other arrangement that transfers any of the
economic consequences of ownership, or otherwise encumber or
otherwise dispose of any of the Shares issued upon exercise of this
Option for such period as the Company or underwriter may request,
commencing on the effective date of the registration statement
relating to any such offering and continuing for not more than 90
days (or 180 days in the case of any public offering up to and
including the public offering that is the first underwritten public
offering after the date of the Merger (other than on Form S-4, S-8
or a comparable form) in connection with which the Company or its
majority shareholders receives sale proceeds therefrom), except
with the prior written consent of the Company or underwriter. The
Optionee agrees that he or she will sign a “lock up” or
similar agreement in connection with a Public Offering on terms and
conditions that the Company or underwriter deems necessary or
desirable. For the avoidance of doubt this Agreement and the Shares
issued pursuant to this Agreement are not subject to the
Stockholders Agreement.
5. 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 under this Agreement or permit the
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).
6. 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.
7. Status Change . Upon the
termination of the Optionee’s Employment, this Option shall
continue or terminate, as and to the extent provided in the Plan
and this Agreement.
2
8. Effect on Employment .
Neither the grant of this Option, nor the issuance of Shares upon
exercise of this Option, shall give the Optionee any right to be
retained in the employ of the Company or its Affiliates, affect the
right of the Company or its Affiliates to discharge or discipline
such Optionee at any time, or affect any right of such Optionee to
terminate his or her Employment at any time.
9. Non-Competition,
Non-Solicitation, Non-Disclosure . The Board shall have the
right to cancel, mod
