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EXHIBIT 10.5.3
AMFM INC.
SECOND AMENDMENT TO
1995 STOCK OPTION PLAN FOR
EXECUTIVE OFFICERS AND KEY EMPLOYEES OF
EVERGREEN MEDIA CORPORATION
THIS SECOND AMENDMENT TO THE 1995 STOCK OPTION PLAN FOR EXECUTIVE
OFFICERS AND KEY EMPLOYEES OF EVERGREEN MEDIA CORPORATION (this "Amendment") is
made and adopted by AMFM Inc., a Delaware corporation (the "Company"), effective
as of July 5, 2000.
RECITALS
WHEREAS, the Company is the successor in interest to the obligations of
Evergreen Media Corporation under the 1995 Stock Option Plan for Executive
Officers and Key Employees of Evergreen Media Corporation (the "Plan");
WHEREAS, in contemplation of the consummation of the merger (the "Clear
Channel Merger") of CCU Merger Sub, Inc., a wholly-owned subsidiary of Clear
Channel Communications, Inc., a Texas corporation, with and into the Company,
the Board of Directors of the Company approved this Amendment to amend the terms
and provisions of the Plan; and
WHEREAS, any capitalized term used herein, and not otherwise defined
herein, shall have the meaning set forth in the Plan.
AMENDMENT
NOW, THEREFORE, the Plan is amended as follows:
1. Section 4.3(c) of the Plan is amended and restated in its entirety
to read as follows:
(c) No portion of an Option which is unexercisable at
Termination of Employment shall thereafter become exercisable;
provided, however, that anything in the Plan or the terms of any Option
to the contrary notwithstanding, with respect to any Options
outstanding immediately after the Clear Channel Merger, if on or before
the second anniversary of the Clear Channel Merger, (i) the employment
of any Optionee terminates for any reason other than death, disability
or cause, or (ii) an Optionee who is an Employee resigns after any
action by the Company or any parent or Subsidiary of the Company which
results in a material diminution in the position, compensation,
authority, duties or responsibilities of the Optionee or requires the
Optionee to relocate to another city which is more than 50 miles from
the Optionee's then current location of employment, then the Options of
such Optionee shall vest and become fully exercisable and such Optionee
shall have the right to exercise his or her Options for the full amount
of shares underlying the Options until the termination of the Options
in accordance with their terms without regard, however, to any
provisions regarding Termination of Employment contained therein.
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2. Except as expressly set forth herein, the Plan shall remain in full
force and effect without further amendment or modification.
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IN WITNESS WHEREOF, the Company, acting by and through its officer
hereunto duly authorized, has executed this Amendment effective as of the date
first written above.
AMFM INC.
By: /s/ W. Schuyler Hansen
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Name: W. Schuyler Hansen
Title: Senior Vice President and
Chief Accounting Officer
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