STOCK OPTION AGREEMENT
This Agreement, effective May 9, 1996, between SFX BROADCASTING, INC., a
Delaware corporation (the "Company"), and XXXXXXX X. XXXXXX ("Grantee"),
WHEREAS, Grantee provides significant services to the Company; and
WHEREAS, the Company desires to provide an incentive to Grantee to
encourage stock ownership in the Company and to continue to provide services to
the Company; and
WHEREAS, the achievement of these goals will be assisted by the grant of a
non-qualified option to purchase shares of the Company's Class A Common Stock,
$.01 par value (the "Class A Common Stock");
NOW, THEREFORE, the parties agree as follows:
1. Grant of Option. The Company hereby grants to Grantee, subject to the
terms and conditions herein set forth, the right and option to purchase from
the Company all or any part of an aggregate of 50,000 shares of Class A Common
Stock at the purchase price of $33.75 per share, such option to be exercisable
as hereinafter provided.
2. Terms and Conditions. The option evidenced hereby is subject to the
following terms and conditions:
(a) Expiration Date. The option shall expire on May 9, 2001.
(b) Exercise of Option. The option shall vest on the date first set forth
above. The options may be exercised, in whole or in part, at any time
before the expiration date of the option as provided in paragraph (a)
above. Any exercise shall be accompanied by a written notice to the
Company specifying the number of shares as to which the option is
being exercised.
(c) Payment of Purchase Price. At the time of any exercise, Grantee shall
deliver to the Company, together with the notice provided in
paragraph (b) above, the full amount of the purchase price therefor
either by bank cashier's check or certified check payable to the
Company or at the discretion of the Company, in Class A Common Stock
of the Company, or any combination of cash or Class A Common Stock.
For purposes hereof, the Fair Market Value per share of Class A
Common Stock shall be the closing price of publicly traded Class A
Common Stock on the national securities exchange on which the Class A
Common Stock is listed (if the Class A Common Stock is so listed or
on the NASDAQ National Market System (if the Class A Common Stock is
regularly quoted on the
NASDAQ National Market System)), or, if not so listed or regularly
quoted, the mean between the closing bid and ask prices of publicly
traded Class A Common Stock in the over-the-counter market, or, if
such bid and ask prices shall not be available, as reported by any
nationally recognized quotation service selected by the Company, or
as determined by the Company in a manner consistent with the
provisions of the Internal Revenue Code of 1986, as amended (the
"Code"). The optionee shall also deliver written representation that
(i) the Class A Common Stock being acquired is purchased for
investment and not for distribution; (ii) the Class A Common Stock
being acquired has not been registered under the Securities Act of
1933, as amended; and (iii) the Class A Common Stock being acquired
will not be sold or transferred unless there is an effective
Registration Statement for such Class A Common Stock or unless, in
the opinion of counsel, such sale or transfer is not in violation of
the Securities Act of 1933, as amended.
(d) Transferability of Option and Shares Acquired Upon Exercise of
Option. This option shall be transferable only by will or the laws of
descent and distribution and shall be exercisable during the
Grantee's lifetime only by the Grantee or by the guardian or legal
representative of the Grantee. Except as limited by applicable
securities laws, shares of Class A Common Stock acquired upon
exercise of this option hereunder shall be freely tradeable.
(e) Adjustment of the Changes in the Stock. In the event the shares of
Class A Common Stock, as presently constituted, shall be changed into
or exchanged for a different number or kind of shares of stock or
other securities of the Company or of another corporation (whether by
reason of merger, consolidation, recapitalization, reclassification,
split, reverse split, combination of shares, or otherwise), or if the
number of such shares of Class A Common Stock shall be increased
through the payment of a stock dividend, then there shall be
substituted for or added to each share of Class A Common Stock
theretofore appropriated, the number and kind of shares of stock or
other securities into which each outstanding share of Class A Common
Stock shall be so changed, or to which each such share shall be
entitled, as the case may be. Outstanding options shall also be
appropriately amended as to price and other terms as may be necessary
to reflect the foregoing events. In the event there shall be any
other change in the number or kind of the outstanding shares of the
Class A Common Stock, or of any stock or other securities into which
such Class A Common Stock shall have been changed, or for which it
shall have been exchanged, then, if the Board of Directors shall, in
its sole discretion, determine that such change equitably requires an
adjustment in any option theretofore granted or which may be granted,
such adjustments shall be made in accordance with such determination.
Fractional shares resulting from any adjustment in options may be
settled in cash or otherwise as the
Company shall determine. Notice of any adjustment shall be given by
the Company to each holder of an option which shall have been so
adjusted and such adjustment (whether or not such notice is given)
shall be effective and binding for all purposes thereafter.
3. Grantee to Have No Rights as a Stockholder. No Grantee of any option
shall have any rights as a stockholder with respect to any shares subject to his
or her option prior to the date on which he or she is recorded as the holder of
such shares on the records of the Company. No Grantee of any option shall have
the rights of a stockholder until he or she has paid in full the option price.
4. Notice. Notice to the Company shall be deemed given if in writing and
mailed to the Secretary of the Company at its principal executive offices by
first class, certified mail at the then principal office of the Company.
5. Governing Law. Except to the extent preempted by Federal law, this
Agreement shall be construed and enforced in accordance with, and governed by,
the laws of the State of Delaware, determined without regard to its conflict of
interest rules.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
as of the day and year written above.
SFX BROADCASTING, INC.
By: /s/ D. Xxxxxxxx Xxxxxxxxx
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D. Xxxxxxxx Xxxxxxxxx
Chief Operating Officer
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
