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EXHIBIT 10.7.4
AMFM INC.
THIRD AMENDMENT TO
AMENDED AND RESTATED AMFM INC.
STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
THIS THIRD AMENDMENT TO THE AMENDED AND RESTATED CHANCELLOR MEDIA
CORPORATION STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS (this "Amendment") is
made and adopted by AMFM Inc., a Delaware corporation (the "Company"), effective
as of ________, 2000.
RECITALS
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 Amended and Restated Chancellor Media Corporation Stock
Option Plan for Non-Employee Directors (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 4.4(b) of the Plan is amended and restated to read in its
entirety as follows:
(b) No Portion of an Option which is unexercisable at
Termination of Directorship shall thereafter become exercisable, except
as may be otherwise provided by the Board either in the Option
Agreement or by action of the Board following grant of the Option;
provided, however, that notwithstanding anything in the Plan or the
terms of any Option to the contrary, any Option (other than Options
granted on April 26, 2000) held by an Optionee who either held office
as a non-employee Director of the Company on or after October 2, 1999
or holds an Option on behalf or at the direction of an individual 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 non-employee Director 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
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Options until the termination of the Options in accordance with their
terms, without regard, however, to any provisions contained therein
regarding Termination of Directorship or that otherwise would have the
effect of terminating the Options prior to the expiration of the full
term of the Options.
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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