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EXHIBIT 10.6.3
AMFM INC.
SECOND AMENDMENT TO
CHANCELLOR BROADCASTING COMPANY
STOCK AWARD PLAN
THIS SECOND AMENDMENT TO THE CHANCELLOR BROADCASTING COMPANY STOCK
AWARD 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 Broadcasting Company under the Chancellor Broadcasting Company Stock
Award 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 7(c) of the Plan is amended and restated in its entirety to
read as follows:
(c) Vesting. Subject to the provisions of Sections 7(g), the
Committee shall, in its sole discretion, determine a vesting schedule
upon which each Stock Option shall become exercisable and remain
exercisable; provided, however, that if the Committee does not
determine such vesting schedule, such Stock Option shall become
exercisable as follows: 20 percent on the first anniversary of the date
of grant and the remaining 80 percent shall vest pro rata on a monthly
basis over the four-year period following the first anniversary of the
date of grant.
2. Section 7(g) 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 Stock Option to the contrary
notwithstanding, with respect to any Stock Options outstanding
immediately after the
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Clear Channel Merger, if on or before the second anniversary of the
Clear Channel Merger (i) the employment of any recipient of a Stock
Option pursuant to the Plan is terminated for any reason other than for
death, disability or cause, or (ii) an employee recipient of a Stock
Option pursuant to the Plan 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 such employee or requires the employee to relocate
to another city which is more than 50 miles from the employee's then
current location of employment, then the Stock Options of such
participant shall vest and become fully exercisable and such
participant shall have the right to exercise his or her Stock Options
for the full amount of shares underlying the Stock Options until the
termination of the Stock Options in accordance with their terms without
regard, however, to any termination of employment provisions contained
therein.
3. Section 9(c) of the Plan is amended and restated in its entirety to
read as follows:
(c) If a Nonemployee Director ceases to be a director of the
Company for any reason other than due to death or disability, each
Initial Director Stock Option shall remain exercisable only for the
three-month period following the date the Nonemployee Director ceases
to be a director of the Company; provided, however, that anything in
the Plan or the terms of any Initial Nonemployee Stock Option to the
contrary notwithstanding, any Initial Nonemployee Stock Option held by
a participant who held office as a Nonemployee Director 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 as
such participant no longer holds office as a Nonemployee Director by
reason of death, resignation, retirement, disqualification, removal
from office, or otherwise, and such participant shall have the right to
exercise such Initial Nonemployee Stock Option for the full amount of
the shares underlying the Initial Nonemployee Stock Option until the
termination of the Initial Nonemployee Stock Option in accordance with
its terms, without regard, however, to any provisions contained therein
that otherwise would have the effect of terminating the Initial
Nonemployee Stock Option prior to the expiration of the full term
thereof.
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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