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EXHIBIT 10.9.4
AMFM INC.
THIRD AMENDMENT TO THE 1998
AMFM INC. STOCK OPTION PLAN
THIS THIRD AMENDMENT TO THE 1998 CHANCELLOR MEDIA CORPORATION STOCK
OPTION PLAN (this "Amendment") is made and adopted by AMFM Inc., a Delaware
corporation (the "Company"), effective as of July 5, 2000.
RECITALS
WHEREAS, in contemplation of the consummation of the merger (the "Clear
Channel Merger") of CCU Merger Sub, Inc., a Delaware corporation and
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 1998 AMFM Inc.
Stock Option Plan (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 hereby amended as follows:
1. Section 4.4(b) is amended and restated to read in its entirety as
follows:
(b) Subject to the provisions of Section 4.7 of the Plan, no
portion of an Option which is unexercisable at Termination of
Employment or Termination of Consultancy, as applicable, shall
thereafter become exercisable, except as may be otherwise provided by
the Committee either in the Option Agreement or by action of the
Committee following the grant of the Option.
2. Article IV of the Plan is amended by adding the following new
Section 4.7 thereto:
4.7 Clear Channel Merger. Anything in the Plan or any Option
Agreement to the contrary notwithstanding, (i) with respect to any
Options outstanding immediately after the Clear Channel Merger, if on
or before the second anniversary of the Clear Channel Merger (x) the
employment of an Optionee of the Company or a Subsidiary of the Company
terminates for any reason other than death, disability or cause, or (y)
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
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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; and (ii) any Option held by an Optionee
who held office as a non-employee Director of the Company on or after
October 2, 1999, shall vest and become fully exercisable at the
effective time of the Clear Channel Merger or at such earlier time at
which such Optionee no longer holds office as a Director of the Company
by reason of death, resignation, retirement, disqualification, removal
from office, or otherwise, and such Optionee shall have the right to
exercise such Options for the full amount of the shares underlying the
Options until the termination of the Options in accordance with their
terms, without regard, however, to any provisions contained therein
that otherwise would have the effect of terminating the Options prior
to expiration of the full term of the Options.
3. Section 7.3(b) is amended by replacing the clause "Subject to
Sections 7.3(b)(vi) and 7.3(d)" located at the beginning of the first sentence
thereof with the clause "Subject to Sections 4.7, 7.3(b)(vi) and 7.3(d)".
4. 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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