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EXHIBIT 10.4.3
AMFM INC.
SECOND AMENDMENT TO
CHANCELLOR HOLDINGS CORP.
1994 DIRECTOR STOCK OPTION PLAN
THIS SECOND AMENDMENT TO THE CHANCELLOR HOLDINGS CORP. 1994 DIRECTOR
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 is the successor in interest to the obligations of
Chancellor Holdings Corp. under the Chancellor Holdings Corp. 1994 Director
Stock Option Plan (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 6(f) is amended by adding the following proviso at the end
of the last sentence thereof:
; provided, further, that anything in the Plan or the terms of any
Option to the contrary notwithstanding, any Option held by a Director
Participant 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 Director Participant no longer holds office as a director
of the Company by reason of death, resignation, retirement,
disqualification, removal from office, or otherwise, and such Director
Participant 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. 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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