OPTION
AGREEMENT
THIS AGREEMENT, dated as of March 30, 1993, between CLEAR CHANNEL
COMMUNICATIONS, INC., a Texas corporation (the "Company ) and X. XXXXX XXXX,
the President of the Company.
W I T N E S S E T H:
WHEREAS, the Company desires, by providing its President an opportunity to
purchase sharesof its Common Stock, $.10 par value (the "Common Stock"),
pursuant to this Agreement, to retain the services of its President and to
provide its President with additional incentive to advance success of the
Company.
NOW THEREFORE, in consideration of the mutual covenants hereinafter set
forth, and for other good and valuable consideration, the parties hereby
agree as follows:
1. Grant of Option. The Company hereby grants to X. Xxxxx Xxxx
("Optionee")an option ( Option") to purchase up to 45,697 shares of the Common
Stock at the price of $21.125 per share, subject to adjustment in accordance
with the terms and conditions herein set forth. This Option may be exercised in
whole or in part at any time or times during the three (3) year period
commencing upon the date hereof.
2. Transferability. This option shall be assignable or transferable
by the Optionee, and the assignee or transferee shall have all the rights of
the optionee hereunder, upon receipt of an opinion of counsel satisfactory to
the Company to the effect that the assignment or transfer of this Option is
exempt from the registration requirements of the Securities Act of 1933, as
amended (the "Securities Act").
3. Manner of Exercise. The Optionee (or other person entitled to
exercise the option) shall purchase shares of Common Stock subject hereto by
the payment to the Company of the purchase price in full. Options may be
exercised from time to time by written notice to the Company stating the full
number of shares to be purchased and the time of delivery thereof,
which shall be at least 15 days after the giving of notice, unless an earlier
date shall havebeen agreed upon between Optionee (or other person entitled to
exercise the option) and the Company, accompanied by full payment for the
shares by check. At the time of delivery, theCompany shall, without transfer
or issue tax to the Optionee (or other person entitledexercise the option),
deliver at the principal office of the Company, or at such other place
as shall be mutually agreed upon, a certificate or certificates for such
shares; provided, however, that the time of delivery may be postponed by the
Company for such period as may be required for it to comply with reasonable
diligence with any requirements of law.
4. Adjustments on Recapitalization. The number of shares of
Common Stock subject hereto and the option price per share shall be
proportionately adjusted for any increase or decrease in the number of issued
shares of the Common Stock resulting from thesubdivision or consolidation of
shares, or the payment of a stock dividend, or other de
or increase in the shares of Common Stock outstanding effected without
receipt of consideration by the Company; provided, however, that any options to
purchase fractional shares resulting from such adjustments shall be eliminated.
5. Adjustments on Reorganization. If the Company shall at any time
merge or consolidate with or into another corporation, the holder of this
Option will thereafter receive, upon the exercise thereof (or the exercise of
a substitute option), the securities or other
property to which the number of shares of Common Stock then deliverable upon
the exercise of such option would have been entitled upon such merger or
consolidation, and the Company shall take such steps in connection with
such merger or consolidation as may be necessary toassure that the provisions
of this Agreement shall thereafter be applicable to any securities
or other property thereafter deliverable upon the exercise of such option.
A sale of all or substantially all of the assets of the Company for a
consideration (apart from the assumption of obligations) consisting primarily
of securities shall be deemed a merger or consolidation for
the foregoing purposes.
6. Registration Rights. At any time, the Optionee (or other
persons entitled to
exercise this Option) may request the Company to register under the
Securities Act all or a portion of the Common Stock.
Promptly upon the receipt of such notice, the Company shall
use its best efforts to register under the Securities Act, for public sale in
accordance with the method of disposition specified in such notice. The
Company shall be obligated to register the shares of Common Stock covered by
this Option on two (2) occasions only pursuant to the foregoing.
If the Company at any time prior to February 9, 1998 proposes to register its
Common Stock forpublic sale under the Securities Act on Forms X-0, X-0 or S-3,
it shall give written notice to the Optionee (or other persons
entitled to exercise this Option) at least 30 days prior to the filing of
such registration. Upon the written request of the Optionee (or other
persons entitled to exercise this Option), the Company shall use its best
efforts to register under the Securities Act for public sale the number of
shares of Common Stock specified in such request; subject, however, in a firm
commitment underwriting, to the right of the managing
underwriter to limit or exclude such shares, if in its opinion, the inclusion
of such shares wouldadversely affect the sale of the Common Stock
by the Company. All expenses, disbursements and fees incurred in
connection with the registration of the Company of any such shares pursuant to
this Section shall be borne by the Company, except for filing fees and
underwriting discounts or commissions relating to the
sale of such shares, which shall be borne by the Optionee (or other
persons exercising such Option).
7. Reservation of Shares; Transfer Taxes. The Company shall
at all times during the term of the Option reserve and keep
available such number of shares Of Common Stock as will be sufficient to
satisfy the requirements of the option, shall pay all original issue and
transfer taxes with respect to the issue and transfer of shares pursuant
hereto and all other fees and expenses necessarily incurred by the Company
in connection therewith, and shall from timeto time use its best efforts to
comply with all laws and regulations which, in the opinion of
counsel for the Company shall be applicable thereto.
8. Restrictions on Resale. The Optionee understands that the
shares of Common Stock issuable upon exercise of this
Option have not been or, except as provided in Section 6 of this Agreement, will
not be registered under the Securities Act or the securities laws of any
state, that he may not sell, offer to sell or otherwise dispose of the
shares of Common Stock,except pursuant to an effective registration
statement under the Securities Act or upon receipt of an opinion of counsel
satisfactory to the Company to the effect that such offer, sale or other
disposition of such shares of Common Stock is exempt
from the registration requirements ofsuch Act and that each certificate
representing such shares will bear a legend to the following
effect:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933. THESE SHARES MAY NOT BE SOLD OR OFFERED FOR
SALE EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT FILED UNDER SUCH ACT OR UPON RECEIPT BY
THE COMPANY OF AN OPINION OF COUNSEL SAT-
ISFACTORY TO THE COMPANY TO THE EFFECT THAT THE
OFFER AND SALE OF SUCH SHARES IS EXEMPT FROM THE
REGISTRATION REQUIREMENTS OF SUCH ACT.
9. Notice. Any notice required or permitted hereunder shall be
deemed sufficiently given if in writing and either personally delivered or
sent by certified mail, postage prepaid,addressed to the party at the
address set forth below, or at such other address as the party may
subsequently designate:
(a) Clear Channel Communications, Inc.
Two RepublicBank Plaza
000 X. Xxxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxxxx, Xxxxx 00000
(b) X. Xxxxx Xxxx
000 Xxxxxxx Xxxx
Xxx Xxxxxxx, Xxxxx 00000
10. Integration. This Agreement represents the entire understanding
and agreement between the parties hereto with respect to the subject
matter hereof, and all prior understandings and agreements between the
parties hereto relating to the subject matter hereof are hereby superseded.
11. Amendment; Waiver. No modification or amendment hereof shall
be valid andbinding, unless it be in writing and signed
by the parties hereto. The waiver of any provisions hereof shall be effective
only if in writing and signed by the parties hereto, and then only in
the specific instance and for the particular purpose for which it was given.
No failure to exercise, and no delay in
exercising, any right or power hereunder shall operate as a waiver hereof.
12. Benefit. This Agreement shall inure to the benefit of and shall be
binding upon the Optionee, his heirs and personal representatives, and the
Company, its successors and assigns.
13. Governing Law. This Agreement shall be construed in accordance
with, and governed by, the laws of the State of Texas.
IN WITNESS WHEREOF, this Option Agreement has been duly executed, as of the
day and year first above written.
CLEAR CHANNEL COMMUNICATIONS, INC.
By:_____________________________________
X. Xxxxx Xxxx
________________________________________
X. XXXXX XXXX
