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EXHIBIT 10.10.4
AMFM INC.
THIRD AMENDMENT TO THE
AMFM INC. 1999 STOCK OPTION PLAN
THIS THIRD AMENDMENT TO THE AMFM INC. 1999 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 AMFM Inc. 1999
Stock Option Plan, as amended (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. Subsection 6(h) of the Plan is amended by adding the following
sentence immediately after the last sentence thereof:
Anything in the Plan or the terms of any Option to the contrary
notwithstanding, (i) with respect to any Options (other than Options
granted on March 10, 2000) 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
Related Entity terminates for any reason other than those specified in
subsections 6(e), (f) or (g) above, or (y) an optionee of the Company
or a Related Entity resigns after any action by the Company or a
Related Entity 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 (other than Options granted on March 10, 2000)
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 termination
of employment provisions contained therein; and (ii) any Option (other
than Options granted on April 26, 2000) 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
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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 the expiration of the full term of the
Options.
2. Subsection 7(i) of the Plan is amended by adding the following
sentence immediately after the last sentence thereof:
Anything in the Plan or the terms of any Value Option to the contrary
notwithstanding, (i) with respect to any Value Options (other than
Value Options granted on March 10, 2000) 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 Related Entity terminates for any reason other than those
specified in subsections 7(f), 7(g) or 7(h) above or (y) an optionee of
the Company or a Related Entity resigns after any action by the Company
or any of its subsidiaries 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 Value Options of such optionee (other than Value
Options granted on March 10, 2000) shall vest and become fully
exercisable in full and such optionee shall have the right to exercise
his or her Value Options for the full amount of shares underlying the
Value Options until the termination of the Value Options in accordance
with their terms without regard, however, to any termination of
employment provisions contained therein; and (ii) any Value Option
(other than Value Options granted on April 26, 2000) 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 as of
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 Value Options for the full amount of the shares
underlying the Value Options until the termination of the Value Options
in accordance with their terms, without regard, however, to any
provisions contained therein that otherwise would have the effect of
terminating the Value Options prior to expiration of the full term of
the Value Options.
3. 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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