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EXHIBIT 10.8.4
AMFM INC.
THIRD AMENDMENT TO THE
CAPSTAR BROADCASTING CORPORATION
1998 STOCK OPTION PLAN
THIS THIRD AMENDMENT TO THE CAPSTAR BROADCASTING CORPORATION 1998 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, the Company assumed all of the obligations of Capstar
Broadcasting Corporation ("CBC") under the Capstar Broadcasting Corporation 1998
Stock Option Plan, as amended (the "Plan"), upon the merger of CBC with CBC
Acquisition Company, Inc., a Delaware corporation and wholly-owned subsidiary of
the Company;
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 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, 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 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 (ii) 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 Option shall vest and become fully exercisable and
such
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optionee shall have the right to exercise his or her Option for the
full amount of shares underlying the Option until the termination of
the Option in accordance with its terms without regard, however, to any
termination of employment provisions contained therein.
2. Subsection 7(b)(ii) is amended by adding the following sentence at
the end thereof:
Anything in the Plan or the terms of any Option to the contrary
notwithstanding, 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 such non-employee 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. 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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