As filed with the Securities and Exchange Commission on November 20, 1995
Registration No. 33
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM S-8 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
_______________
CLEAR CHANNEL COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
Texas 74-1787539
(State or other jurisdiction of (I.R.S.
incorporation or organization employer identification
number)
200 Concord Plaza, Suite 600
San Antonio, Texas 78216
(Address of principal executive offices)
_______________
Clear Channel Communications, Inc. 1994 Incentive Stock Option Plan;
Clear Channel Communications, Inc. 1994 Nonqualified Stock Option Plan;
Clear Channel Communications, Inc. Directors' Nonqualified Stock
Option Plan; and Option Agreement for Officer
(Full title of the Plans)
_______________
L. Lowry Mays
200 Concord Plaza, Suite 600
San Antonio, Texas 78216
(Name and address of agent for service)
(210) 822-2828
(Telephone number, including area code,
of agent for service)
_______________
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Title of Offering Aggregate Amount of
Securities to Amount to Price Per Offering Registration
be Registered be Registered Share Price Fee
_______________________________________________________________________
Common Stock 245,412 $30.585(2) $ 7,505,926(2) $ 2,588.25
$.10 Par Value shares(1)
Common Stock 592,959
$.10 Par Value shares (3) $78.5625(4) $46,584,341 $16,063.57
Total $54,090,267 $18,651.82
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(1) Issuable upon exercise of options previously granted
under (i) the Clear Channel Communications, Inc. 1994
Incentive Stock Option Plan, (ii) the Clear Channel
Communications, Inc. 1994 Nonqualified Stock Option Plan, (iii) the
Clear Channel Communications, Inc. Directors'
Nonqualified Stock Option Plan, and (iv) the
compensation contract for an officer evidenced by an
Option Agreement dated March 30, 1993.
(2) For the purpose of calculating the registration fee
pursuant to Rule 457(h), the offering price and
registration fee are computed on the basis of the weighted
average exercise price with respect to currently
outstanding options under the Plans.
(3) Issuable upon exercise of options available to be
granted under the Clear Channel Communications, Inc. 1994 Incentive
Stock Option Plan and the Clear Channel Communications,
Inc. 1994 Nonqualified Stock Option Plan.
(4) Estimated for the purpose of calculating the
registration fee pursuant to Rule 457(h). The
offering price and registration fee are computed on the
basis of the average of the high and low prices of the
common stock as reported on the New York Stock Exchange,
Inc. on November 17, 1995.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents listed below are incorporated
by reference in this Registration Statement. All documents
subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934 prior to the filing of a post-effective amendment to
this Registration Statement that indicates that all Common
Stock to which this Registration Statement relates has been
sold or that deregisters all Common Stock to which this
Registration Statement relates then remaining unsold shall
be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date
of filing such reports and documents.
Incorporated by reference herein at this time are:
(a) The Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1994 (as amended by Form 10-KA
filed with the Securities and Exchange Commission on November 14, 1995).
(b) The Registrant's Quarterly Reports on Form 10-Q
for the fiscal quarters ended March 31, 1995, June 30, 1995
and September 30, 1995.
(c) The Registrant's Current Reports on Form 8-K
dated January 13, 1995 (as amended by Form 8-KA dated March 15,
1995) and May 26, 1995 (as amended by Form 8-KA dated July 26,
1995).
(d) The description of the Registrant's Common
Stock contained in the Registrant's Registration Statement on
Form 8-A filed with the Securities and Exchange Commissions on
October 19, 1994, including any amendment or report filed
hereafter for the purpose of updating such description.
(e) The Registrant's Proxy Statement, dated March
15, 1995, for the annual meeting of shareholders held on
April 20, 1995.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The law firm of Akin, Gump, Strauss, Hauer &
Feld, L.L.P. has given an opinion upon the validity of the
securities being registered and upon other legal matters in
connection with the registration of such securities. Alan D.
Feld, a director and stockholder of the Registrant, is the
sole shareholder of Alan D. Feld, P.C., a partner of Akin,
Gump, Strauss, Hauer & Feld, L.L.P.
The consolidated financial statements and
financial statement schedules of the Company appearing or
incorporated by reference in the Company's Annual Report (Form
10-K) for the year ended December 31, 1994, have been audited
by Ernst & Young LLP, independent auditors, as set forth in
their reports thereon included or incorporated by reference
therein and incorporated herein by reference. Such
consolidated financial statements and financial statement
schedules are incorporated herein by reference in reliance upon
such reports given upon the authority of such firm as experts in
accounting and auditing.
Item 6. Indemnification of Directors and Officers.
Article 2.02-1 of the Texas Business Corporation
Act provides for indemnification of directors and officers in
certain circumstances. In addition, the Texas Miscellaneous
Corporation Law provides that a corporation may amend its
Articles of Incorporation to provide that no director shall be
liable to the registrant or its shareholders for monetary
damages for an act or omission in the director's capacity as a
director, provided that the liability of a director is not
eliminated or limited (i) for any breach of the director's duty
of loyalty to the registrant or its shareholders, (ii) for acts
or omissions not in good faith or which involve intentional
misconduct or knowing violation of law, (iii) any transaction
from which such director derived an improper personal
benefit, or (iv) an act or omission for which the liability
of a director is expressly provided by
an applicable statue. The Registrant has amended its Articles
of Incorporation and added Article Eleven adopting such
limitations on a director's liability. The Registrant's
Articles of Incorporation also provide in Article Nine, for
indemnification of directors or officers in connection with
the defense or settlement of suits brought against them in
their capacities as directors or officers of the Company,
except in respect of liabilities arising from gross
negligence or willful misconduct in the performance of their
duties.
Article IX(8) of the Registrant's Bylaws provides
for indemnification of any person made a party to a proceeding
by reason of such person's status as a director, officer,
employee, partner or trustee of the Registrant, except in
respect of liabilities arising from negligence or
misconduct in the performance of their duties.
An insurance policy obtained by the Registrant
provides for indemnification of officers and directors of the
registrant and certain other persons against liabilities
and expenses incurred by any of them in certain stated
proceedings and under certain stated conditions.
Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to
directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of
expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the
securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such
indemnification by it is against public policy as expressed
in the Securities Act and will be governed by the final
adjudication of such issue.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No. Description of Exhibit
4.1 Articles of Amendment to Articles of Incorporation
effective July 12, 1995 (2)
4.2 Amended and Restated Bylaws (1)
4.3 1994 Incentive Stock Option Plan (2)
4.4 1994 Nonqualified Stock Option Plan (2)
4.5 Directors' Nonqualified Stock Option Plan (2)
4.6 Option Agreement between the Registrant and
L. Lowry Mays dated March 30, 1993 (2)
5 Opinion of Akin, Gump, Strauss, Hauer & Feld,
L.L.P. (2)
15 N/A
23 Consent of Ernst & Young LLP (2)
28 None
(1) Contained in exhibits to the Registration
Statement on Form S-1 dated April 19, 1984.
(2) Filed herewith.
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers
or sales are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts
or events arising after the effective date of the
Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the Registration Statement;
(iii) To include any additional or changed
material information with respect to the plan of
distribution not previously disclosed in the
Registration Statement or any material change to such information
in the registration statement.
Provided, however, that paragraphs (1)(i) and
(1)(ii) do not apply if the information required to be included
in a posteffective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any
liability under the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(4) For purposes of determining any liability
under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by
reference in the Registration Statement shall be deemed to be
a new registration statement relating to the securities
offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering
thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act
of 1933, as amended, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of San
Antonio, State of Texas on October 19, 1995.
CLEAR CHANNEL COMMUNICATIONS, INC.
BY: L. LOWRY MAYS
L. Lowry Mays,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of
1933, as amended, this Registration Statement has been signed by
the following persons in the capacities and on the dates
indicated.
Signature Title Date
L. LOWRY MAYS President, Chief Executive October 19, 1995
L. Lowry Mays Officer and Director
(Principal Executive Officer)
HERBERT W. HILL, JR. Vice President/Controller October 19, 1995
Herbert W. Hill, Jr. (Principal Financial and
Accounting Officer)
ALAN D. FELD Director October 19, 1995
Alan D. Feld
B.J. McCOMBS Director October 19, 1995
B.J. McCombs
THEODORE H. STRAUSS Director October 19, 1995
Theodore H. Strauss
JOHN H. WILLIAMS Director October 19, 1995
John H. Williams
INDEX TO EXHIBITS
Exhibit
Numbered
Number Exhibit Page
4.1 Articles of Amendment to Articles of Incorporation
effective July 12, 1995 (2)
4.2 Amended and Restated Bylaws (1)
4.3 1994 Incentive Stock Option Plan (2)
4.4 1994 Nonqualified Stock Option Plan (2)
4.5 Directors' Stock Option Plan (2)
4.6 Option Agreement between the Registrant
and L. Lowry Mays dated March 30, 1993 (2)
5 Opinion of Akin, Gump, Strauss, Hauer & Feld,
L.L.P. (2)
15 N/A
23 Consent of Ernst & Young LLP (2)
28 None
(1) Contained in exhibits to the Registration
Statement on Form S-1 dated April 19, 1984.
(2) Filed herewith.
ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF
CLEAR CHANNEL COMMUNICATIONS, INC.
Pursuant to the provisions of Article 4.04 of the Texas
Business Corporations Act, the undersigned corporation, Clear
Channel Communications, Inc. (the "Corporation"), adopts the
following Articles of Amendment to its Articles of Incorporation:
ARTICLE ONE
The name of the Corporation is Clear Channel Communications,Inc.
ARTICLE TWO
The following amendment to the Articles of Incorporation (the
"Amendment") was adopted at the annual meeting of the shareholders
of the Corporation on April 20, 1995.
ARTICLE FOUR, Section 1 of the Articles of Incorporation, as
previously amended, is hereby amended so as to read as follows:
"ARTICLE FOUR
Section 1. Authorized Shares. The aggregate
number of shares which the Corporation shall have the
authority to issue is 102,000,000 shares, 100,000,000
of which shall be Common Stock ("Common Stock"), par
value of $.10 each, and 2,000,000 of which shall be
Preferred Stock ("Preferred Stock"), par value of $1.00
each."
ARTICLE THREE
On March 1, 1995 the Corporation had 17,256,766 shares of
Common Stock outstanding (the "Issued Shares"). The Issued Shares
are the only shares of the Corporation entitled to vote on the
Amendment. Of the Issued Shares, 12,664,939 shares voted in
favor of the Amendment and 2,447,095 shares voted against the
Amendment.
Dated: 7/7/95 CLEAR CHANNEL COMMUNICATIONS, INC.
By:
Herbert W. Hill, Jr.
Vice President and Controller
CLEAR CHANNEL COMMUNICATIONS, INC.
1994 INCENTIVE STOCK OPTION PLAN
1. Purpose. The purpose of this 1994 Incentive Stock
Option Plan (the "Plan") is to provide a means by which certain
employees of Clear Channel Communications, Inc. (the "Company") and its
Affiliates (as defined below) may be given an opportunity to
purchase common stock of the Company ("Common Stock") and to
qualify such options as "incentive stock options" as such term is
defined in Section 422 of the Internal Revenue Code of 1986, as
amended (hereinafter the "Code"). The Plan is intended to
advance the interests of the Company by encouraging stock ownership on
the part of certain employees, by enabling the Company (and its
Affiliates) to secure and retain the services of highly qualified
persons, and by providing employees with an additional incentive
to advance the success of the Company (and its Affiliates). For
purposes of this Plan, Affiliate shall mean any parent or sub-
sidiary corporation of the Company as defined in Sections 424(e)
and (f) respectively of the Code. Affiliation shall refer to a
group of Affiliates.
2. Stock Subject to Option. Subject to adjustment as
herein provided, the number of shares of the Company's Common Stock
subject at any one time to options, plus the number of such
shares then outstanding pursuant to exercises of options granted under
this Plan, shall not exceed 300,000. If and to the extent the
options granted under this Plan terminate or expire without
having been exercised or otherwise are no longer subject to purchase,
new options may be granted with respect to the shares covered by such
terminated or expired options; provided that the granting and
terms of such new options shall in all respects comply with the provi-
sions of this Plan.
Shares sold or distributed upon the exercise of any
option granted under this Plan may be shares of the Company's
authorized and unissued Common Stock, shares of the Company's
issued Common Stock held in the Company's treasury, or both.
3. Participants. All employees of the Company (or its
Affiliates) may be granted options under the Plan. Employees who
are also officers and directors of the Company (or its
Affiliates) shall not by reason of such office be ineligible to receive
options under this Plan; however a director who is not otherwise employed
by the Company (or an Affiliate) may not be granted an option.
4. Administration.
(a) The Plan shall be administered by a Stock
Option Committee (the "Committee') consisting of not less
than three (3) directors to be appointed by the Board of
Directors of the Company from among its members. All
persons designated as members of the Committee shall be
"disinterested persons" within the meaning of Rule 16b-3
of the Securities Exchange Act of 1934. The appointment
or service of any member of the Committee shall immedi-
ately and automatically terminate in the event such
member is not or ceases to be a disinterested person.
The Board of Directors may, from time to time, remove
members from or add members to the Committee. Vacancies
in the Committee, however caused, shall be filled by the
Board of Directors.
(b) The Committee shall appoint one of its members
as chairman and shall hold meetings at such times and
places as it may determine. The Committee may appoint a
secretary and, subject to the provisions of the Plan and
to policies determined by the Board of Directors, may
make such rules and regulations for the conduct of its
business as it shall deem advisable. A majority of the
whole Committee shall constitute a quorum, and the act of
a majority of the members of the Committee present at a
meeting at which a quorum is present shall be the act of
the Committee. Any action may be taken by a written
instrument signed by a majority of the members, and
action so taken shall be fully as effective as if it had
been taken by a vote of the majority of the members at a
meeting duly called and held.
(c) Subject to the express terms and conditions of
the Plan, the Committee shall have full power to grant
options under the Plan, to construe or interpret the
Plan, to prescribe, amend and rescind rules and regula-
tions relating to the Plan and to make all other deter-
minations necessary or advisable for the administration
of the Plan.
(d) Subject to the terms hereof, the Committee may,
from time to time, determine which employees of the
Company or its Affiliates shall be granted options under
the Plan, the number of Option Shares subject to each
option, and the time or times at which options shall be
granted. The Committee shall report to the Board of
Directors the names of employees granted options, the
number of Option Shares subject to, and the terms and
conditions of, each option.
(e) No member of the Board of Directors or of the
Committee shall be liable for any action or determination
made in good faith with respect to the Plan or to any
option.
5. Grant of Options and Limitation. The Committee may
grant options from time to time pursuant to the Plan, provided, that
the aggregate fair market value (determined at the time the option is
granted) of the stock with respect to which incentive stock
options are exercisable by an employee for the first time during any
calendar year (under all incentive stock options plans of the
Company) shall not exceed $100,000 or such other amount which is
permissible under the Code, as it may be amended. Such options
shall be evidenced by written agreements which shall not be
inconsistent with this Plan. The terms and conditions of the
respective stock option agreements need not be identical. Shares
of stock that may be purchased under an option granted pursuant
to this Plan shall sometimes hereinafter be referred to as "Option
Shares."
6. Option Price. The option price for each Option Share
shall not be less than the fair market value of a share of the
Common Stock on the date the option is granted; however, not-
withstanding the foregoing, the option price for options granted
to any employee owning stock (using the attribution of stock
ownership rules of Section 424(d) of the Code) possessing more than 10% of
the total combined voting power of all classes of stock of the
Company or any of its Affiliates on the date such option is
granted (a "10% Shareholder"), shall be at least 110% of the fair market
value of the Common Stock on the date the option is granted. The
Committee shall, in good faith, determine the fair market value
of the Common Stock on the date the option is granted.
7. Term of Option. Notwithstanding any other provision of
this Plan, each option granted under this Plan shall expire not
more than ten (10) years from the date the option is granted;
provided, however, that each option granted to a 10% Shareholder
under this Plan shall expire not more than five (5) years from
the date the option is granted.
8. Termination of Employment. In the event that
optionee's employment by the Company and its Affiliates shall terminate, the
options granted to optionee pursuant to this Plan shall terminate
immediately; provided, however, that in the event such
termination results from the optionee's death or disability (as defined in
Section 22(e)(3) of the Code), optionee, or optionee's estate or
beneficiary, shall have the right to exercise the optionee's
options at any time within twelve months from the date of the
optionee's death or termination due to disability, as the case
may be, if optionee was entitled to exercise the option immediately
prior to death or disability. In the event that any termination
of employment is due to retirement with the consent of the
optionee's employer, the optionee shall have the right to exercise the
options at any time within three months after such retirement, if
optionee was entitled to exercise the option immediately prior to retire-
ment.
9. Exercise of Option. Except as otherwise provided in
this Plan, or in the applicable option agreement, each option will be
exercisable at any time or from time to time after the expiration
of three years from the date of grant and prior to termination of
the option. The Committee may accelerate the time at which an
option may be exercised.
10. Manner of Exercise. Shares of Common Stock purchased
upon exercise of options shall at the time of purchase be paid for in
full. To the extent that the right to purchase shares has
accrued hereunder, options may be exercised from time to time by written
notice to the Company stating the full number of shares with
respect to which the option is being exercised and the time of
requested delivery thereof, which shall be at least fifteen days
after the giving of such notice unless an earlier date shall have
been mutually agreed upon by the Company and the optionee. Such
notice shall be accompanied by full payment for the shares by
certified or official bank check or other form of payment accep-
table to Company. At the time of delivery, the Company shall,
without transfer or issue tax to the optionee (or other person
entitled to exercise the option), deliver to the optionee (or to
such other person) at the principal office of the Company, or
such other place as shall be mutually agreed upon, a certificate or
certificates for such shares; provided, however, that the time of
delivery may be postponed by the Company for such period as may
be required for it with reasonable diligence to comply with any
requirements of law.
11. Stock Legend. Certificates evidencing shares of the
Company's Common Stock purchased upon the exercise of options
issued under the Plan shall be endorsed with a legend in substan-
tially the following form:
The shares evidenced by this certificate may
not be sold or transferred prior to ________,
19__, in the absence of a written statement
from Clear Channel Communications, Inc. (the
"Company") to the effect that the Company is
aware of the fact of such sale or transfer.
The blank contained in such legend shall be filled in with the
date one year and one day after the date of exercise of such stock
option; provided, however, that in the event such date is earlier
than two years and one day from the date which the option being
exercised was granted, such blank shall be filled in with the
date two years and one day after the date of grant. Upon delivery to
the Company, at its principal executive office, of a written
statement to the effect that such shares have been sold or trans-
ferred prior to such date, the Company shall promptly deliver to
the transfer agent for such shares a written statement to the
effect that the Company is aware of the fact of such sale or
transfer.
12. Securities Laws Compliance. In the event the Common
Stock issuable upon the exercise of an option is not registered
under the Securities Act of 1933 (the "Act"), then the Company at
the time of exercise will require that the optionee deliver an
investment representation in form acceptable to the Company and
its counsel, and the Company will place a legend on the certificate
for such Common Stock restricting the transfer of same. There shall
be no obligation or duty for the Company to register under the Act
the Common Stock issuable upon exercise of the options at any time.
The obligation of the Company to issue shares upon the exercise
of an option shall be subject as conditions precedent to compliance
with applicable provisions of the Securities Act of 1933, the
Securities Exchange Act of 1934, state securities laws, rules and
regulations under any of the foregoing and applicable
requirements of any securities exchange upon which the Company's securities
shall be listed.
13. Non-Assignability of Option Rights. No option shall be
assignable or transferable otherwise than by will or by the laws
of descent and distribution. During the lifetime of an optionee,
the option is exercisable only by the optionee.
14. Adjustment of Options on Recapitalization. In the
event of any stock split, stock dividend, reclassification or
recapitalization after the effective date of this Plan, which changes the
character or amount of the Company's outstanding Common Stock,
the Committee shall make such adjustments in the aggregate number of
shares of Common Stock for which options may be granted hereunder
and in the character and number of shares subject to each
outstanding option and in the option price thereof as shall be equitable
and appropriate, including adjustments necessary to make any
outstanding option as nearly as may be practicable, equivalent to
such option immediately prior to such change; provided that no
such adjustment shall give the optionee any additional benefits under
the optionee's option. Notwithstanding the foregoing, any
options to purchase fractional shares resulting from any such adjustment
shall be eliminated, and any such adjustment shall be made in a
manner so as not to constitute a modification as defined in
Section 424(h)(3) of the Code.
15. Adjustment of Options Upon Reorganization.
(a) If the Company shall at any time merge or
consolidate with or into another corporation and (A) the
Company is not the surviving entity, or (B) the Company
is the surviving entity and the shareholders of Company
Common Stock are required to exchange their shares for
property and/or securities, the holder of each option
will thereafter receive, upon the exercise thereof, the
securities and/or property to which a holder of the
number of shares of Common Stock then deliverable upon
the exercise of such option would have been entitled upon
such merger or consolidation, and the Company shall take
such steps in connection with such merger or consolida-
tion as may be necessary to assure that the provisions of
this Plan shall thereafter be applicable, as nearly as
reasonably may be, in relation to any securities or
property thereafter deliverable upon the exercise of such
option. A sale of all or substantially all the assets of
the Company for a consideration (apart from the assump-
tion of obligations) consisting primarily of securities
shall be deemed a merger or consolidation for the
foregoing purposes.
(b) Following any reorganization, substitute
options may be tendered to replace the outstanding
options at the discretion of the Company or surviving
entity. However, in no event may the substitute options
entitle the optionee to any fewer shares (or at any
greater aggregate price) or any less other property than
the optionee would be entitled to under the immediately
preceding paragraph upon an exercise of the options held
prior to the substitution of the new option. Any
substitution made under this paragraph shall be made in
a manner so as not to constitute a modification as
defined in Section 424(h)(3) of the Code.
(c) With respect to options to acquire stock of an
Affiliate of optionee's then present employer, if
optionee's then present employer ceases to be affiliated
with the other member(s) of the Affiliation, then the
Company shall give the optionee written notice of such
fact within thirty (30) days after the date on which
optionee's employer ceases to be an Affiliate and the
option shall expire and terminate within thirty (30) days
after the receipt of such notice by optionee; provided,
however, that the optionee shall have the right to
exercise such option during the said thirty (30) day
period to the extent that such option is otherwise
exercisable according to its terms.
16. Dissolution of Company. In the event of the proposed
dissolution or liquidation of the Company, the options granted
hereunder shall terminate as of a date to be fixed by the Commit-
tee, provided that not less than thirty (30) days' prior written
notice of the date so fixed shall be given to the optionee, and
the optionee shall have the right, during the period of thirty (30)
days preceding such termination, to exercise the optionee's
option.
17. Rights as a Shareholder. The optionee shall have no
rights as a shareholder with respect to any shares of Common
Stock of the Company held under option until the date of issuance of
the stock certificates to the optionee for such shares. Except as
provided in Section 14, no adjustment shall be made for dividends
or other rights for which the record date is prior to the date of
such issuance.
18. Effective Date and Termination.
(a) The effective date of the Plan is February 2,
1994; provided that the shareholders of the Company shall
approve the Plan within twelve months from such effective
date.
(b) The Plan shall terminate on February 1, 2004;
but the Board of Directors may terminate the Plan at any
time prior to such date. Termination of the Plan shall
not alter or impair, without the consent of the optionee,
any of the rights or obligations of any option thereto-
fore granted under the Plan.
19. Amendments. The Board of Directors of the Company may,
from time to time, alter, amend, suspend, or discontinue the
Plan, or alter or amend any and all option agreements granted
thereunder; provided, however, that no such action of the Board of Directors,
without the approval of the shareholders of Company, may alter
the provisions of the Plan so as to:
(a) materially increase the benefits accruing to
participants under the Plan;
(b) increase the number of securities which may be
issued under the Plan, other than an increase to reflect
a recapitalization pursuant to paragraph 14 hereof; or
(c) modify the requirements as to eligibility for
participation in the Plan.
Furthermore, the Board of Directors may not alter any outstanding
option agreement to the detriment of the optionee without the
optionee's consent.
Notwithstanding the foregoing, (i) the Board of Directors
may amend the Plan in any respect in order to qualify the options
granted pursuant hereto as Incentive Stock Options as defined in
Section 422 of the Code, and (ii) no amendment may be made to
this Plan (or any option granted hereunder without the consent of the
optionee) which could constitute a modification of any option
outstanding under Section 424(h) of the Code or which would
adversely affect an outstanding option's status as an Incentive
Stock Option under Section 422 of the Code.
20. Status of Options. Options granted pursuant to this
Plan are intended to qualify as Incentive Stock Options within the
meaning of Section 422 of the Code, and the terms of this Plan
and options granted hereunder shall be so construed; provided,
however, that nothing in this Plan shall be interpreted as a
representation, guarantee or other undertaking on the part of the Company that
the options granted pursuant to this Plan are, or will be, determined
to be Incentive Stock Options, within that section of the Code.
21. Right to Terminate Employment. Nothing in this Plan or
an option granted hereunder shall govern the employment rights
andduties between the optionee and the Company or Affiliate.
Neitherthis Plan, nor any grant or exercise pursuant thereto, shall
constitute an employment agreement among such parties.
CLEAR CHANNEL COMMUNICATIONS, INC.
1994 NONQUALIFIED STOCK OPTION PLAN
1. Purpose. The purpose of this 1994 Nonqualified Stock
Option Plan (the "Plan") is to provide a means by which certain
employees, directors and officers of Clear Channel
Communications,Inc. (the "Company") and its Affiliates (as defined below) may be
given an opportunity to purchase common stock of the Company
("Common Stock"). The Plan is intended to advance the interests
ofthe Company by encouraging stock ownership on the part of certain
employees, directors and officers by enabling the Company (and
its Affiliates) to secure and retain the services of highly qualified
persons, and by providing employees, directors and officers with
an additional incentive to advance the success of the Company (and
its Affiliates). For purposes of this Plan, Affiliate shall mean (i)
any parent corporation of the Company that owns, directly or
indirectly, a 10% or more stock interest (by vote and value) in
the Company, and (ii) any subsidiary corporation in which the Company
owns a 10% or more stock interest (by vote and value).
Affiliation shall refer to a group of Affiliates.
2. Stock Subject to Option. Subject to adjustment as
herein provided, the number of shares of the Company's Common Stock
subject at any one time to options, plus the number of such
shares then outstanding pursuant to exercises of options granted under
this Plan, shall not exceed ___________. If and to the extent
the options granted under this Plan terminate or expire without
having been exercised or otherwise are no longer subject to purchase,
new options may be granted with respect to the shares covered by such
terminated or expired options; provided that the granting and
terms of such new options shall in all respects comply with the provi-
sions of this Plan.
Shares sold or distributed upon the exercise of any
option granted under this Plan may be shares of the Company's
authorized and unissued Common Stock, shares of the Company's
issued Common Stock held in the Company's treasury, or both.
3. Participants. Except as provided in paragraph 23,
options may be granted under this Plan to all employees, officers
or directors (who are not members of the Stock Option Committee)
of the Company (or its Affiliates).
4. Administration.
(a) The Plan shall be administered by a Stock
Option Committee (the "Committee') consisting of not less
than three (3) directors to be appointed by the Board of
Directors of the Company from among its members. All
persons designated as members of the Committee shall be
"disinterested persons" within the meaning of Rule 16b-3
of the Securities Exchange Act of 1934. The appointment
or service of any member of the Committee shall immedi-
ately and automatically terminate in the event such
member is not or ceases to be a disinterested person.
The Board of Directors may, from time to time, remove
members from or add members to the Committee. Vacancies
in the Committee, however caused, shall be filled by the
Board of Directors.
(b) The Committee shall appoint one of its members
as chairman and shall hold meetings at such times and
places as it may determine. The Committee may appoint a
secretary and, subject to the provisions of the Plan and
to policies determined by the Board of Directors, may
make such rules and regulations for the conduct of its
business as it shall deem advisable. A majority of the
whole Committee shall constitute a quorum, and the act of
a majority of the members of the Committee present at a
meeting at which a quorum is present shall be the act of
the Committee. Any action may be taken by a written
instrument signed by a majority of the members, and
action so taken shall be fully as effective as if it had
been taken by a vote of the majority of the members at a
meeting duly called and held.
(c) Subject to the express terms and conditions of
the Plan, the Committee shall have full power to grant
options under the Plan, to construe or interpret the
Plan, to prescribe, amend and rescind rules and regula-
tions relating to the Plan and to make all other deter-
minations necessary or advisable for the administration
of the Plan.
(d) Subject to the terms hereof, the Committee may,
from time to time, determine which participants shall be
granted options under the Plan, the number of Option
Shares subject to each option, and the time or times at
which options shall be granted. The Committee shall
report to the Board of Directors the names of partici-
pants granted options, the number of Option Shares
subject to, and the terms and conditions of, each option.
(e) No member of the Board of Directors or of the
Committee shall be liable for any action or determination
made in good faith with respect to the Plan or to any
option.
5. Grant of Options and Limitation. The Committee may
grant options from time to time pursuant to the Plan. Such options
shall be evidenced by written agreements which shall not be
inconsistent with this Plan. The terms and conditions of the respective stock
option agreements need not be identical. Shares of stock that
may be purchased under an option granted pursuant to this Plan shall
sometimes hereinafter be referred to as "Option Shares."
6. Option Price. Except as provided in paragraph 23, the
option price for each Option Share shall be determined by the
Committee and shall be set forth in the option agreement.
7. Term of Option. Notwithstanding any other provision of
this Plan, each option granted under this Plan shall expire not
more than ten (10) years from the date the option is granted.
8. Termination of Employment. In the event that
optionee's employment by or association with the Company and its Affiliates
shall terminate, the options granted to optionee pursuant to this
Plan shall terminate immediately; provided, however, that in the
event such termination results from the optionee's death or
disability (as defined in Section 22(e)(3) of the Internal
Revenue Code of 1986, as amended), optionee, or optionee's estate or
beneficiary, shall have the right to exercise the optionee's
options at any time within twelve months from the date of the
optionee's death or termination due to disability, as the case
may be, if optionee was entitled to exercise the option immediately
prior to death or disability. In the event that any termination
of employment or association is due to retirement with the consent
of the optionee's employer or the Company, respectively, the
optionee shall have the right to exercise the options at any time within
three months after such retirement, if optionee was entitled to
exercise the option immediately prior to retirement.
9. Exercise of Option. Except as otherwise provided in
this Plan, or in the applicable option agreement, each option will be
exercisable at any time or from time to time after the date of
grant and prior to termination of the option. The Committee may
accelerate the time at which an option may be exercised.
10. Manner of Exercise. Shares of Common Stock purchased
upon exercise of options shall at the time of purchase be paid for in
full. To the extent that the right to purchase shares has
accrued hereunder, options may be exercised from time to time by written
notice to the Company stating the full number of shares with
respect to which the option is being exercised and the time of
requested delivery thereof, which shall be at least fifteen days
after the giving of such notice unless an earlier date shall have
been mutually agreed upon by the Company and the optionee. Such
notice shall be accompanied by full payment for the shares by (a)
certified or official bank check or other form of payment accep-
table to Company; or (b) by tendering shares of Common Stock
legally and beneficially owned by the optionee, free of all
liens, claims and encumbrances of every kind, accompanied by stock
powers duly endorsed in blank by the record holder of the shares repre-
sented by such certificates. Where the optionee exercises the
options by tendering Common Stock of the Company, the value of
such shares as of the date proper written notice is received by the
Company ("Date of Exercise") shall be the average of the closing
bid and asked price for the Common Stock on the Date of Exercise.
Any shares tendered that are not used to satisfy the exercise
price shall be returned to the optionee. The optionee may choose to
satisfy the exercise price through some combination of the two
methods described in this paragraph. At the time of delivery,
the Company shall, without transfer or issue tax to the optionee (or
other person entitled to exercise the option), deliver to the
optionee (or to such other person) at the principal office of the
Company, or such other place as shall be mutually agreed upon, a
certificate or certificates for such shares; provided, however,
that the time of delivery may be postponed by the Company for
such period as may be required for it with reasonable diligence to
comply with any requirements of law.
Alternatively, an optionee may surrender and have cancelled
an otherwise exercisable option in exchange for a cash payment from
the Company equal to the excess of the fair market value of the
shares subject to the option at the date the Company receives
proper notice that optionee has chosen this alternative (the
"Alternative Date") over the exercise price. The fair market
value of a share of Common Stock on the Alternative Date shall be the
average of the closing bid and asked prices on the Alternative
Date. The ability of an optionee to exercise this alternative
right shall be subject to compliance with applicable federal and
state securities laws, rules and regulations. To the extent the
exercise of this alternative would result in a violation of any
such securities laws, this alternative right shall be void. To
the extent the optionee is entitled to exercise its alternative
right, the Company shall tender its check to the optionee within ten
(10) days of receipt of the optionee's written notice.
11. Stock Legend. Certificates evidencing shares of the
Company's Common Stock purchased upon the exercise of options
issued under the Plan which are not registered under the
Securities Act of 1933 (the "Act") shall be endorsed with a legend in substan-
tially the following form:
"THE SHARES EVIDENCED AND REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR THE SECURITIES OR BLUE SKY LAWS OF
ANY STATE. TRANSFER OR SALE OF THE SHARES EVIDENCED AND
REPRESENTED BY THIS CERTIFICATE SHALL NOT BE MADE WITHOUT
PRIOR WRITTEN APPROVAL OF THE COMPANY AND ITS COUNSEL."
12. Securities Laws Compliance. In the event the Common
Stock issuable upon the exercise of an option is not registered
under the Act, then the Company at the time of exercise will
require that the optionee deliver an investment representation in
form acceptable to the Company and its counsel. The obligation
ofthe Company to issue shares upon the exercise of an option shall
be subject as conditions precedent to compliance with applicable
provisions of the Securities Act of 1933, the Securities Exchange
Act of 1934, state securities laws, rules and regulations under
any of the foregoing and applicable requirements of any securities
exchange upon which the Company's securities shall be listed.
13. Non-Assignability of Option Rights. No option shall be
assignable or transferable otherwise than by will or by the laws
of descent and distribution. During the lifetime of an optionee,
the option is exercisable only by the optionee.
14. Adjustment of Options on Recapitalization. In the
event of any stock split, stock dividend, reclassification or
recapitalization after the effective date of this Plan, which changes the
character or amount of the Company's outstanding Common Stock,
the Committee shall make such adjustments in the aggregate number of
shares of Common Stock for which options may be granted hereunder
and in the character and number of shares subject to each
outstanding option and in the option price thereof as shall be equitable
and appropriate, including adjustments necessary to make any
outstanding option as nearly as may be practicable, equivalent to
such option immediately prior to such change; provided that no
such adjustment shall give the optionee any additional benefits under
the optionee's option. Notwithstanding the foregoing, any
options to purchase fractional shares resulting from any such adjustment
shall be eliminated.
15. Adjustment of Options Upon Reorganization.
(a) If the Company shall at any time merge or
consolidate with or into another corporation and (A) the
Company is not the surviving entity, or (B) the Company
is the surviving entity and the shareholders of Company
Common Stock are required to exchange their shares for
property and/or securities, the holder of each option
will thereafter receive, upon the exercise thereof, the
securities and/or property to which a holder of the
number of shares of Common Stock then deliverable upon
the exercise of such option would have been entitled upon
such merger or consolidation, and the Company shall take
such steps in connection with such merger or consolida-
tion as may be necessary to assure that the provisions of
this Plan shall thereafter be applicable, as nearly as
reasonably may be, in relation to any securities or
property thereafter deliverable upon the exercise of such
option. A sale of all or substantially all the assets of
the Company for a consideration (apart from the assump-
tion of obligations) consisting primarily of securities
shall be deemed a merger or consolidation for the
foregoing purposes.
(b) Following any reorganization, substitute
options may be tendered to replace the outstanding
options at the discretion of the Company or surviving
entity. However, in no event may the substitute options
entitle the optionee to any fewer shares (or at any
greater aggregate price) or any less other property than
the optionee would be entitled to under the immediately
preceding paragraph upon an exercise of the options held
prior to the substitution of the new option.
(c) With respect to options to acquire stock of an
Affiliate of optionee's then present employer, if
optionee's then present employer ceases to be affiliated
with the other member(s) of the Affiliation, then the
Company shall give the optionee written notice of such
fact within thirty (30) days after the date on which
optionee's employer ceases to be an Affiliate and the
option shall expire and terminate within thirty (30) days
after the receipt of such notice by optionee; provided,
however, that the optionee shall have the right to
exercise such option during the said thirty (30) day
period to the extent that such option is otherwise
exercisable according to its terms.
16. Dissolution of Company. In the event of the proposed
dissolution or liquidation of the Company, the options granted
hereunder shall terminate as of a date to be fixed by the Commit-
tee, provided that not less than thirty (30) days' prior written
notice of the date so fixed shall be given to the optionee, and
the optionee shall have the right, during the period of thirty (30)
days preceding such termination, to exercise the optionee's
option.
17. Rights as a Shareholder. The optionee shall have no
rights as a shareholder with respect to any shares of Common
Stock of the Company held under option until the date of issuance of
the stock certificates to the optionee for such shares. Except as
provided in Section 14, no adjustment shall be made for dividends
or other rights for which the record date is prior to the date of
such issuance.
18. Effective Date and Termination.
(a) The effective date of the Plan is February 2,
1994; provided that the shareholders of the Company shall
approve the Plan within twelve months from such effective
date.
(b) The Plan shall terminate on February 1, 2004;
but the Board of Directors may terminate the Plan at any
time prior to such date. Termination of the Plan shall
not alter or impair, without the consent of the optionee,
any of the rights or obligations of any option thereto-
fore granted under the Plan.
19. Amendments. The Board of Directors of the Company may,
from time to time, alter, amend, suspend, or discontinue the
Plan, or alter or amend any and all option agreements granted
thereunder; provided, however, that no such action of the Board of Directors,
without the approval of the shareholders of Company, may alter
the provisions of the Plan so as to:
(a) materially increase the benefits accruing to
participants under the Plan;
(b) materially increase the number of securities
which may be issued under the Plan, other than an
increase to reflect a recapitalization pursuant to
paragraph 14 hereof; or
(c) materially modify the requirements as to
eligibility for participation in the Plan.
Furthermore, the Board of Directors may not alter any outstanding
option agreement to the detriment of the optionee without the
optionee's consent. Finally, the Board of Directors may not
amend paragraph 23 of this Plan more than once every six (6) months
other than to comport with changes in the Internal Revenue Code of
1986, as amended, the Employee Retirement Income Security Act, or the
rules thereunder.
20. Status of Options. Options granted pursuant to this
Plan are not intended to qualify as Incentive Stock Options within the
meaning of Section 422 of the Code.
21. Right to Terminate Employment. Nothing in this Plan or
an option granted hereunder shall govern the employment rights
and duties between the optionee and the Company or Affiliate.
Neither this Plan, nor any grant or exercise pursuant thereto, shall
constitute an employment agreement among such parties.
22. Registration Rights. The Committee may, at its discre-
tion, grant the optionee (or other persons entitled to exercise
an option granted under this Plan) the right to demand registration
under the Act of all or a portion of the shares to be issued upon
the exercise of the option. In the event the Committee decides
to grant registration rights, the registration rights shall be in
accordance with the following provisions. Promptly upon receipt
of notice by an optionee requesting registration rights, the Company
shall use its best efforts to register under the Act, for public
sale in accordance with the method of disposition specified in
such notice, the number of shares of Common Stock specified in such
notice. The Company shall be obligated to register the shares of
Common Stock covered by such option on two occasions only
pursuant to the foregoing. If the Company at any time prior to
___________, 199__, proposes to register its Common Stock for public sale
under the Act on Forms S-1, S-2 or S-3, it shall give written notice to
the optionee (or other persons entitled to exercise such option)
at least thirty (30) days prior to the filing of such registration.
Upon the written request of the optionee (or other persons
entitled to exercise the option), the Company shall use its best efforts
to register under the Act for public sale the number of shares of
Common Stock specified in such request; subject, however, in a
firm commitment underwriting, to the right of the managing underwriter
to limit or exclude such shares, if in its opinion, the inclusion
of such shares would adversely effect the sale of the Common
Stock by the Company. All expenses, disbursements and fees incurred in
connection with the registration of any such shares by the
Company pursuant to such registration rights shall be borne by the
Company, except for filing fees and underwriting discounts or commissions
relating to the sale of such shares, which shall be borne by the
optionee (or other person exercising such option).
23. Grant of Options to Members of Stock Option Committee.
To the extent there are shares available for option under the
Plan. At the annual meeting of the Board of Directors, each director,
who is a member of the Stock Option Committee, will be entitled to
receive a nonqualified stock option for 5,000 shares of Common
Stock. The exercise price for each share of Common Stock subject
to an option granted under this paragraph 23, shall be the
average of the high and low prices on the date of grant quoted on the
principal stock exchange on which the Common Stock of the Company
is traded. An option granted under this paragraph 23 shall not
be exercisable in any part until the first anniversary of the date
of grant. The option shall be exercisable as to twenty percent
(20%) of the total shares covered by such option as of the first
anniversary of the date of grant. The right to exercise with respect to
an additional twenty percent (20%) of the total shares subject to
the option shall accrue on each of the second, third, fourth and
fifth anniversaries of the date of grant and shall be cumulative.
Except as such terms may be inconsistent with the terms set forth
in this paragraph 23, options granted to the members of the Stock
Option Committee shall be consistent with the terms of the Plan.
24. Withholding. The Company's obligation to deliver
shares upon the exercise of an option shall be subject to the optionee's
satisfaction of all applicable federal, state and local income
and employment tax withholding obligations. The Company shall have
the right to deduct from all amounts paid to an optionee in cash
(whether under this Plan or otherwise) any taxes required by law
to be withheld in respect of awards under this Plan. The Committee
may, at or after grant, permit a participant to satisfy such tax
withholding requirements by delivery to the Company of shares of
Common Stock owned by the participant, including shares retained
from the award creating the tax obligation having a value equal
to the amount required to be withheld. The value of shares to be
withheld or delivered shall be based on the Committee's determina-
tion of the fair market value of a share on the date the amount
of tax to be withheld is to be determined.
CLEAR CHANNEL COMMUNICATIONS, INC.
DIRECTORS' NONQUALIFIED STOCK OPTION PLAN
1. Purpose. The purpose of this Directors' Nonqualified
Stock Option Plan (the "Plan") is to provide a means by which certain
persons associated with CLEAR CHANNEL COMMUNICATIONS, INC. (the "Company")
and its Affiliates (as defined below) may be given an opportunity to purchase
common stock of the Company ("Common Stock") by exercise of options
granted pursuant to this Plan ("Options").
2. Stock Subject to Option. Subject to adjustment as
provided in Sections 4(g) and (h) hereof, Options may be granted by the Company
from time to time to purchase up to an aggregate of 20,000 shares of the
Company's authorized but unissued Common Stock. Shares that
by reason of the expiration of an Option or otherwise are no longer
subject to purchase pursuant to an Option granted under the
Plan may be reoptioned under the Plan. The Company shall not
be required upon the exercise of any Option, to issue or
deliver any shares of stock prior to the completion of such
registration or other qualification of such shares under any
state or federal law, rule or regulation as the Company shall
determine to be necessary or desirable.
3. Participants. All directors who are not officers of the
Company (or its Affiliates) may be granted Options under the Plan. A person
who holds anOption granted hereunder that has not expired is referred to
as an Optionee.
4. Terms and Conditions of Options. The Committee (as that
term is defined in Section 5) may grant Options from time to time pursuant
to the Plan. Such Options shall be evidenced by written agreements
substantially in the form of the Director Stock Option
Agreement (the "Option Agreement"), which is attached hereto
as Appendix A, and shall not be inconsistent with
this Plan. The "Date of Grant" shall be the date set forth in
the applicable Option Agreement as the date of grant. Neither
this Plan, nor any grant or exercise pursuant thereto, shall
constitute an employment agreement between the Optionee and
the Company or any of its Affiliates. For purposes of this
Plan, Affiliate shall mean (i) any parent corporation of the
Company that owns, directly or indirectly, a 10% or more stock
interest (by vote and value) in the Company and (ii) any
subsidiary corporation in which the Company owns a 10% or more
stock interest (by vote and value). Affiliation shall refer to
a group of Affiliates.
(a) Exercise Price. The exercise price for each share of
Common Stock subject to an Option granted pursuant to this
Plan shall be the average of the high and low prices on
the Date of Grant quoted on the principal stock exchange on
which Common Stock of the
Company is traded.
(b) Maximum Term of Option. Notwithstanding any other
provision of this Plan, each Option granted under this Plan shall
expire not more than ten (10) years from the Date of Grant. Under
other provisions of this Plan, Options may expire and
terminate at an earlier date.
(c) Exercisability of Option. No Option granted under the
Plan shall be exercisable in any part until the first anniversary of the
Date of Grant. Each Option shall be exercisable as to 20%
of the total shares covered by such Option as of the first
anniversary of the Date of Grant. The right to exercise
with respect to an additional 20% of the total shares shall
accrue on each of the second, third, fourth and fifth
anniversaries of the Date of Grant and shall be cumulative.
The Committee may accelerate the time at which an Option
may be exercised.
(d) Manner of Exercise. Shares of Common Stock purchased upon exercise
of Options shall at the time of purchase be paid for in full.
To the extent that the right to purchase shares has accrued
hereunder, Options may be exercised from time to time by
written notice to the Company stating the full number of
shares with respect to which the Option is being exercised and the time of
delivery thereof, which shall be at least fifteen days after the giving of
such notice unless an earlier date shall have been mutually agreed
upon, accompanied by full payment for the shares by (i)
certified or official bank check or the equivalent thereof
acceptable to Company or (ii) tendering shares of Common Stock
of the Company with a fair market value at least equal to the
aggregate exercise price for the shares to be acquired. Where
the Optionee exercises his Options by tendering Common Stock
of the Company, the fair market value of such shares as of the
date proper written notice is received by the Company (the
"Date of Exercise") shall be established in good faith by
the Board of Directors. In setting the fair market value as
of the Date of Exercise, due regard shall be given all facts
and circumstances. However, if an active market develops
for the Common Stock, the average of the closing bid and
asked prices on the Date of Exercise shall
be set by the Board of Directors as the fair market value.
If an active market does not exist at the Date of Exercise,
an Optionee may condition his exercise on the Board of
Directors establishing a fair market value above an amount
specified in the Optionee's written notice. Any shares
tendered that are not used to satisfy an exercise price
shall be returned to the Optionee. Finally, an Optionee may
choose to satisfy the exercise price through some
combination of the two methods described in this paragraph.
At the time of delivery, the Company shall, without stock
transfer tax to the Optionee (or other person entitled to exercise the
Option), deliverto the Optionee (or to such other person) at the principal
office of the Company, or such other place as shall be
mutually agreed upon, a certificate or certificates for such shares,
provided, however, that the time of delivery may be
postponed by the Company for such period as may be required
for it with reasonable diligence to comply with any
requirements of law. The Company shall have the right to
deduct from any settlement of an award made under the Plan,
including the delivery of shares, an amount sufficient to
cover withholding required by law for any federal, state or
local taxes or to take such other action as may be necessary
to satisfy any such withholding obligations. The Committee may
permit shares to be used to satisfy required tax withholding
and such shares shall be valued at the fair market value as of
the settlement date of the applicable award. If the Common
Stock issuable upon exercise is not registered under the
Securities Act of 1933 (the "Act"), then the Company at the
time of exercise will require in addition that the registered
owner deliver an investment representation in form acceptable
to the Company, and the Company will place a legend on the
certificate for such Common Stock restricting the transfer of
same. At no time shall the Company have any obligation or
duty to register under the Act the Common Stock issuable upon
exercise of the Options. Alternatively, an Optionee may surrender and
have cancelled an otherwise exercisable Option in exchange for a cash payment
from the Company equal to the excess of the fair
market value of the shares subject to the Option at the date
the Company receives proper written notice that Optionee has
chosen this alternative (the "Alternative Date") over the
exercise price. The fair market value of a share of Common
Stock on the Alternative Date shall be the average of the
closing bid and asked prices on the Alternative Date. The
Company shall tender its check to the Optionee within ten days
of receipt of the Optionee's written notice.
(e) Non-Assignability of Option Rights. No Option shall be
assignable or transferable otherwise than by will or by the
laws of descent and distribution. During the lifetime of an
Optionee, the Option is exercisable only by the Optionee.
(f) Termination of Association.
(1) In the event that Optionee's association with the
Company and its Affiliates shall terminate, and the provisions of
Sections 4(f)(2), 4(f)(3), and 4(i) of this Plan do not apply, the
Options granted to Optionee pursuant to this Plan shall
terminate immediately.
(2) In the event that Optionee shall die while in
association with the Company (or an Affiliate) or if Optionee's
association with the Company and its Affiliates is terminated because
Optionee has become disabled, Optionee, his estate, or beneficiary
shall have the right to exercise his Options at any time within twelve
months from the date of death of Optionee or termination of
his association with the Company and its Affiliates due to
disability, as the case may be, to the extent the Optionee
was entitled to exercise the Option immediately prior to
such occurrence. For purposes of this Plan, an Optionee
shall be considered disabled if he is unable to engage in
any substantial gainful activity by reason of any medically
determinable physical or mental impairment that can be expected to
result in death or that has lasted or can be expected to last for a
continuous period of not less than 12 months.
(3) In the event that termination of association with
the Company and its Affiliates is due to retirement with
the consent of the Company or its Affiliates, the
Optionee shall have the right to exercise his Option at
any time within three months after such retirement to the
extent he was entitled to exercise the same immediately
prior to retirement.
(g) Adjustment of Options on Recapitalization. The number of
shares covered by each outstanding Option and the exercise price per share
for each such Option shall be proportionately adjusted for any
increase or decrease in the number of issued shares of Common
Stock of the Company resulting from the subdivision or
consolidation of shares or the payment of a stock dividend
after the Date of Grant of the Option, or other increase in
such shares effected without receipt of consideration by the
Company, provided, however, that any Options to purchase
fractional shares resulting from any such adjustment shall be
eliminated.
(h) Adjustment of Options Upon Reorganization.
(1) With respect to Options to acquire stock of an
Affiliate of the entity with which Optionee is associated, if such
entity ceases to be affiliated with the other member(s) of the Affiliation,
then the Option shall expire and terminate 30 days after the date
on which such entity ceases to be an Affiliate.
(2) If the Company shall at any time participate in a
merger, consolidation, liquidation or other
reorganization affecting the capital structure of the
Company and (A) the Company is not the surviving entity
or (B) the Company is the surviving entity and the
holders of Company Common Stock are required to exchange
their shares for property and/or securities, the Company
shall give each Optionee written notice of such fact on
or before 15 days before such reorganization, and each
Option shall be exercisable in full after receipt of such
notice and prior to such reorganization; Options not
exercised prior to such reorganization shall expire on
the occurrence of such reorganization. A sale of all or
substantially all the assets of the Company for a
consideration (apart from the assumption of obligations)
consisting primarily of securities shall be deemed a
reorganization of which the Company is not a surviving
entity for the foregoing purposes.
(i) Dissolution of Issuer of Option Stock. In the
event of the proposed dissolution or liquidation of the Company,
the Options granted hereunder shall terminate as of a date to be fixed by the
Committee, provided that not less than 30 days prior written
notice of the date so fixed shall be given to the Optionee,
and the Optionee shall have the right, during the period of 30
days preceding such termination, to exercise his Options.
(j) Rights as a Shareholder. The Optionee shall have no
rights as a shareholder with respect to any shares of
Common Stock of the Company held under Option until the
date of issuance of the stock certificates to him for such
shares. Except as provided in Section 4(g), no
adjustment shall be made for dividends or other rights
for which the record date is prior to the date of such
issuance.
(k) Time of Granting Options. The grant of an Option
shall occur only when a written Option Agreement, shall have been duly
executed and delivered by or on behalf of the Company and the director to
whom such Option shall be granted.
(l) Stock Legend. Certificates evidencing shares of the
Company's Common Stock purchased upon the exercise of Options issued
under the Plan shall be endorsed with a legend in substantially the
following form:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 AND NEITHER
THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD,
TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE
OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH
ACT, APPLICABLE STATE SECURITIES LAWS AND THE RULES AND
REGULATIONS THEREUNDER. BY ACCEPTANCE HEREOF, THE HOLDER OF
THIS CERTIFICATE REPRESENTS THAT IT IS ACQUIRING THESE
SECURITIES FOR INVESTMENT AND AGREES TO
COMPLY IN ALL RESPECTS WITH THE PROVISIONS OF THE DIRECTORS'
NONQUALIFIED STOCK OPTION PLAN OF THE COMPANY.
5. Administration.
(a) The Plan shall be administered by a Compensation
Committee (the "Committee") consisting of not fewer than three
(3) directors to
be appointed by the Board of Directors of the Company. Members
of the Committee who are participants in the Plan shall abstain
from taking any actions with respect to the Plan. The Board of
Directors may, from time to time, remove members from or add
members to the Committee. Vacancies in the Committee, however caused,
shall be filled by the Board of Directors. The Committee
shall select one of its members chairman and shall hold meetings
at such times and places as it may determine. The Committee may
appoint a secretary and, subject to the provisions of the Plan
and to policies determined by the Board of Directors, may make
such rules and regulations for the conduct of its business as it
shall deem advisable. A majority of the Committee shall
constitute a quorum. All action of the Committee shall be taken
by a majority of its members. Any action may be taken by a
written instrument signed by a majority of the members, and action so taken
shall be fully as effective as if it had been taken by a vote of the majority
of the members at a meeting duly called and held. The Board of Directors
may act in lieu of the Committee and shall act in lieu of a
Committee at any time such a Committee is not instituted.
(b) Subject to the express terms and conditions of the Plan, the
Committee shall have full power to grant Options under the Plan, to
construe or interpret the Plan, to prescribe, amend and rescind rules and
regulations relating to it and to make all other determinations
necessary or advisable for its administration.
(c) Subject to the provisions of Sections 3 and 4 hereof, the
Committee may, from time to time, determine which persons associated with
the Company or its Affiliates shall be granted Options under the
Plan, the number of shares of Common Stock subject to each
Option, and the time or times at which Options shall be
granted.
(d) The Committee shall report to the Board of Directors
the names of persons granted Options, the number of shares
of Common Stock subject to and the terms and
conditions of each Option.
(e) No member of the Board of Directors or of the Committee
shall be liable for any action or determination made in good faith with
respect to the Plan or to any Option.
6. Effective Date and Termination.
(a) The effective date of the Plan is February 2, 1993.
(b) The Board of Directors may terminate the Plan at any
time. Termination ofthe Plan shall not alter or impair, without the
consentof the Optionee, any of the rights or obligations and any
Option theretofore granted under the Plan.
7. Amendments. The Board of Directors of the Company may,
from time to time, alter, amend, suspend, or discontinue the Plan, or alter
or amend any and all Option Agreements granted
thereunder, provided, however, that no such action of the
Board of Directors may alter the provisions of the Plan or any
Option Agreement so as to alter any outstanding Option to the
detriment of the Optionee without his consent.
8. Status of Options. Options granted pursuant to this Plan
are intended not to qualify as Incentive Stock Options within the meaning of
Section 422 of the Internal Revenue code of 1986 (the "Code"), and the
terms of this Plan and Options granted hereunder shall be so
construed.
9. Use of Proceeds. The proceeds from the sale of Common Stock pursuant
to the exercise of Options will be used for the Company's general
corporate purposes.
OPTION
AGREEMENT
THIS AGREEMENT, dated as of March 30, 1993, between CLEAR CHANNEL
COMMUNICATIONS, INC., a Texas corporation (the "Company ) and L. LOWRY MAYS,
the President of the Company.
W I T N E S S E T H:
WHEREAS, the Company desires, by providing its President an opportunity to
purchase sharesof its Common Stock, $.10 par value (the "Common Stock"),
pursuant to this Agreement, to retain the services of its President and to
provide its President with additional incentive to advance success of the
Company.
NOW THEREFORE, in consideration of the mutual covenants hereinafter set
forth, and for other good and valuable consideration, the parties hereby
agree as follows:
1. Grant of Option. The Company hereby grants to L. Lowry Mays
("Optionee")an option ( Option") to purchase up to 45,697 shares of the Common
Stock at the price of $21.125 per share, subject to adjustment in accordance
with the terms and conditions herein set forth. This Option may be exercised in
whole or in part at any time or times during the three (3) year period
commencing upon the date hereof.
2. Transferability. This option shall be assignable or transferable
by the Optionee, and the assignee or transferee shall have all the rights of
the optionee hereunder, upon receipt of an opinion of counsel satisfactory to
the Company to the effect that the assignment or transfer of this Option is
exempt from the registration requirements of the Securities Act of 1933, as
amended (the "Securities Act").
3. Manner of Exercise. The Optionee (or other person entitled to
exercise the option) shall purchase shares of Common Stock subject hereto by
the payment to the Company of the purchase price in full. Options may be
exercised from time to time by written notice to the Company stating the full
number of shares to be purchased and the time of delivery thereof,
which shall be at least 15 days after the giving of notice, unless an earlier
date shall havebeen agreed upon between Optionee (or other person entitled to
exercise the option) and the Company, accompanied by full payment for the
shares by check. At the time of delivery, theCompany shall, without transfer
or issue tax to the Optionee (or other person entitledexercise the option),
deliver at the principal office of the Company, or at such other place
as shall be mutually agreed upon, a certificate or certificates for such
shares; provided, however, that the time of delivery may be postponed by the
Company for such period as may be required for it to comply with reasonable
diligence with any requirements of law.
4. Adjustments on Recapitalization. The number of shares of
Common Stock subject hereto and the option price per share shall be
proportionately adjusted for any increase or decrease in the number of issued
shares of the Common Stock resulting from thesubdivision or consolidation of
shares, or the payment of a stock dividend, or other de
or increase in the shares of Common Stock outstanding effected without
receipt of consideration by the Company; provided, however, that any options to
purchase fractional shares resulting from such adjustments shall be eliminated.
5. Adjustments on Reorganization. If the Company shall at any time
merge or consolidate with or into another corporation, the holder of this
Option will thereafter receive, upon the exercise thereof (or the exercise of
a substitute option), the securities or other
property to which the number of shares of Common Stock then deliverable upon
the exercise of such option would have been entitled upon such merger or
consolidation, and the Company shall take such steps in connection with
such merger or consolidation as may be necessary toassure that the provisions
of this Agreement shall thereafter be applicable to any securities
or other property thereafter deliverable upon the exercise of such option.
A sale of all or substantially all of the assets of the Company for a
consideration (apart from the assumption of obligations) consisting primarily
of securities shall be deemed a merger or consolidation for
the foregoing purposes.
6. Registration Rights. At any time, the Optionee (or other
persons entitled to
exercise this Option) may request the Company to register under the
Securities Act all or a portion of the Common Stock.
Promptly upon the receipt of such notice, the Company shall
use its best efforts to register under the Securities Act, for public sale in
accordance with the method of disposition specified in such notice. The
Company shall be obligated to register the shares of Common Stock covered by
this Option on two (2) occasions only pursuant to the foregoing.
If the Company at any time prior to February 9, 1998 proposes to register its
Common Stock forpublic sale under the Securities Act on Forms S-1, S-2 or S-3,
it shall give written notice to the Optionee (or other persons
entitled to exercise this Option) at least 30 days prior to the filing of
such registration. Upon the written request of the Optionee (or other
persons entitled to exercise this Option), the Company shall use its best
efforts to register under the Securities Act for public sale the number of
shares of Common Stock specified in such request; subject, however, in a firm
commitment underwriting, to the right of the managing
underwriter to limit or exclude such shares, if in its opinion, the inclusion
of such shares wouldadversely affect the sale of the Common Stock
by the Company. All expenses, disbursements and fees incurred in
connection with the registration of the Company of any such shares pursuant to
this Section shall be borne by the Company, except for filing fees and
underwriting discounts or commissions relating to the
sale of such shares, which shall be borne by the Optionee (or other
persons exercising such Option).
7. Reservation of Shares; Transfer Taxes. The Company shall
at all times during the term of the Option reserve and keep
available such number of shares Of Common Stock as will be sufficient to
satisfy the requirements of the option, shall pay all original issue and
transfer taxes with respect to the issue and transfer of shares pursuant
hereto and all other fees and expenses necessarily incurred by the Company
in connection therewith, and shall from timeto time use its best efforts to
comply with all laws and regulations which, in the opinion of
counsel for the Company shall be applicable thereto.
8. Restrictions on Resale. The Optionee understands that the
shares of Common Stock issuable upon exercise of this
Option have not been or, except as provided in Section 6 of this Agreement, will
not be registered under the Securities Act or the securities laws of any
state, that he may not sell, offer to sell or otherwise dispose of the
shares of Common Stock,except pursuant to an effective registration
statement under the Securities Act or upon receipt of an opinion of counsel
satisfactory to the Company to the effect that such offer, sale or other
disposition of such shares of Common Stock is exempt
from the registration requirements ofsuch Act and that each certificate
representing such shares will bear a legend to the following
effect:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933. THESE SHARES MAY NOT BE SOLD OR OFFERED FOR
SALE EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT FILED UNDER SUCH ACT OR UPON RECEIPT BY
THE COMPANY OF AN OPINION OF COUNSEL SAT-
ISFACTORY TO THE COMPANY TO THE EFFECT THAT THE
OFFER AND SALE OF SUCH SHARES IS EXEMPT FROM THE
REGISTRATION REQUIREMENTS OF SUCH ACT.
9. Notice. Any notice required or permitted hereunder shall be
deemed sufficiently given if in writing and either personally delivered or
sent by certified mail, postage prepaid,addressed to the party at the
address set forth below, or at such other address as the party may
subsequently designate:
(a) Clear Channel Communications, Inc.
Two RepublicBank Plaza
175 E. Houston Street, Suite 500
San Antonio, Texas 78205
(b) L. Lowry Mays
400 Geneseo Road
San Antonio, Texas 78209
10. Integration. This Agreement represents the entire understanding
and agreement between the parties hereto with respect to the subject
matter hereof, and all prior understandings and agreements between the
parties hereto relating to the subject matter hereof are hereby superseded.
11. Amendment; Waiver. No modification or amendment hereof shall
be valid andbinding, unless it be in writing and signed
by the parties hereto. The waiver of any provisions hereof shall be effective
only if in writing and signed by the parties hereto, and then only in
the specific instance and for the particular purpose for which it was given.
No failure to exercise, and no delay in
exercising, any right or power hereunder shall operate as a waiver hereof.
12. Benefit. This Agreement shall inure to the benefit of and shall be
binding upon the Optionee, his heirs and personal representatives, and the
Company, its successors and assigns.
13. Governing Law. This Agreement shall be construed in accordance
with, and governed by, the laws of the State of Texas.
IN WITNESS WHEREOF, this Option Agreement has been duly executed, as of the
day and year first above written.
CLEAR CHANNEL COMMUNICATIONS, INC.
By:_____________________________________
L. Lowry Mays
________________________________________
L. LOWRY MAYS
November 16,
1995 Clear Channel Communications,Inc.
200 Concord Plaza, Suite 600
San Antonio, Texas 78216
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Clear Channel
Communications, Inc. (the "Company") in connection with the
preparation for filing with the Securities and Exchange
Commission of a Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933,
as amended. The Registration Statement relates to 838,371
shares of the Company's Common Stock, par value $0.10 per
share (the "Common Stock"), issuable upon exercise of
options granted or to be granted under a compensation
contract evidenced by an officer's Option Agreement, the
Company's Directors' Stock Option Plan, the Company's 1994
Incentive Stock Option Plan and the Company's 1994
Nonqualified Stock Option Plan (collectively the "Plans").
The shares to be issued upon exercise of the options granted
or to be granted under the Plans are hereinafter
collectively referred to as the "Option Shares."
We have examined such corporate records, documents,
instru ments and certificates of the Company and have
received such representations from the officers and directors
of the Company and others, and have reviewed such questions
of law as we have deemed necessary, relevant or appropriate
to enable us to render the opinion expressed herein. In
such examination, we have assumed the genuineness of all
signatures and the authenticity of all documents, instruments,
records and certificates submitted to us as originals.
We have further assumed that:
i) options which may be granted pursuant to the Plans will be
granted at an exercise price per share in excess of the $0.10
par value of the Common Stock;
ii) on the date of exercise, the options granted under the Plans
(and all agreements and documents related thereto) will be duly
executed, authorized, issued and delivered, will constitute the
valid and binding obligations of the Company, enforceable in
accordance with their respective terms, and will be entitled to
the benefits provided by the Plans;
iii) all applicable state securities laws will have been complied
with, as of any exercise date;
iv) at the time of issuance of the shares of Common Stock
issuable upon exercise of the options granted under the
Plans, the Company will have sufficient duly authorized and
unissued shares of Common Stock available for issuance;
v) the options granted under the Plans will be exercised in
accordance with the terms of their respective controlling
agreements and the Plans;
vi) the shares of Common Stock issued upon exercise of options
granted under the Plans will be evidenced by appropriate
certificates properly executed and delivered; and
vii) the Plans were duly adopted in accordance with
applicable law and all options were granted in
accordance with the terms of the Plans.
Based upon the foregoing, we are of the opinion that the
Option Shares will, if, as, and when the options granted pursuant
to the Plans are exercised, and upon issuance and delivery of
the Option Shares against payment therefor in the manner
contemplated by the Plans, be validly issued, fully paid and
nonassessable shares of Common Stock of the Company.
We consent to the filing of this opinion as Exhibit 5 to
the Registration Statement.
Very truly yours,
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
Exhibit 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the
caption "Interests of Named Experts and Counsel" in the
Registration Statement (Form S-8) pertaining to the 1994
Incentive Stock Option Plan, 1994 Nonqualified Stock
Option Plan, Directors' Nonqualified Stock Option Plan,
and Option Agreement for Officer of Clear Channel
Communications, Inc. and to the incorporation by reference
therein of our reports dated February 17, 1995, with
respect to the consolidated financial statements of
Clear Channel Communications, Inc. incorporated by
reference in its Annual Report (Form 10-K) for the year
ended December 31, 1994 and the related financial
statement schedules included therein, filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
San Antonio, Texas
November 16, 1995
