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EXHIBIT 10.19
CAPSTAR BROADCASTING CORPORATION
1997 STOCK PURCHASE PLAN
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PART I
PURPOSES; DEFINITIONS; RESERVATION OF SHARES;
AND PARTICIPATION IN PLAN
ARTICLE I
PURPOSES
1.1 Purposes of Plan. The purpose of this Capstar Broadcasting
Corporation 1997 Stock Purchase Plan the (the "Plan") is to afford certain Key
Employees (as hereinafter defined) of Capstar Broadcasting Corporation, a
Delaware corporation (the "Company"), and any parent corporation or subsidiary
corporation thereof now existing or hereafter formed or acquired (such parent
and subsidiary corporations sometimes referred to herein as "Related Entities")
who are expected to contribute materially to the success of the Company and any
Related Entities an opportunity to acquire a proprietary interest in the
Company, and thus to retain such persons and create in such persons an
increased interest in and a greater concern for the welfare of the Company and
any Related Entities.
ARTICLE II
DEFINITIONS
2.1 Certain terms used herein shall have the meaning stated below,
subject to the provisions of Section 7.1.
"Board" or "Board of Directors" means the Board of Directors of the
Company.
"Committee" has the meaning set forth in Section 7.1 hereto.
"Common Stock" means the Class A Common Stock, par value $.0l per
share, of the Company.
"Company" has the meaning set forth in Section 1.1 hereto.
"Exercise Price" has the meaning set forth in Section 5.1 hereto.
"Key Employee" has the meaning set forth in Section 4.1 hereto.
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"Plan" has the meaning set forth in Section 1.1 hereto.
"Related Entity" has the meaning set forth in Section 1.1 hereto.
"Securities Act" means The Securities Act of 1933, as amended.
"Stock Purchase Right" means an award of a right to purchase a share
of Common Stock at the Exercise Price which is granted by the Company to a Key
Employee pursuant to Section 5.1 hereof.
"Stockholders Agreement" means that certain Stockholders Agreement
between the Company and each of the Key Employees in substantially the form
attached hereto as Exhibit A.
"Subsidiary" means, with respect to any person, any other person of
which such first person owns or has the power to vote, directly or indirectly,
securities representing a majority of the votes ordinarily entitled to be cast
for the election of directors or other governing persons.
ARTICLE III
SHARES AVAILABLE
3.1 Shares Available Under Plan. Subject to the adjustments
provided in Section 9.2, the maximum number of shares of Common Stock in
respect of which Stock Purchase Rights may be granted for all purposes under
the Plan shall be 3,000,000 shares. If, for any reason, any shares as to which
Stock Purchase Rights have been granted cease to be subject to purchase
hereunder, including the expiration of such Stock Purchase Right, the
termination of such Stock Purchase Right, or the forfeiture of such Stock
Purchase Right, such shares shall thereafter be available for grants under the
Plan. Stock Purchase Rights granted under the Plan may be fulfilled in
accordance with the terms of the Plan with (i) authorized and unissued shares
of Common Stock, (ii) issued shares of such Common Stock held in the Company's
treasury, or (iii) issued shares of Common Stock reacquired by the Company, in
each situation as the Board of Directors or the Committee may determine from
time to time.
ARTICLE IV
PARTICIPATION IN PLAN
4.1 Eligibility to Receive Stock Purchase Rights. Stock Purchase
Rights under the Plan may be granted only to Key Employees. As used herein,
the term "Key Employee" shall mean any employee of the Company or any Related
Entity, including officers and directors of the Company or any Related Entity
who are also employees of the Company or any Related Entity, who is regularly
employed on a salaried basis and who is so employed on the date of such grant,
whom the Committee identifies as having a direct and significant effect on the
performance of the Company or any Related Entity.
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4.2 Effect on Employment. Nothing contained in the Plan or any
agreement related hereto or referred to herein shall affect, or be construed as
affecting, the terms of employment of any Key Employee except to the extent
specifically provided herein or therein. Nothing contained in the Plan or any
agreement related hereto or referred to herein shall impose, or be construed as
imposing, an obligation on (i) the Company or any of its Subsidiaries to
continue the employment of any Key Employee, and (ii) any Key Employee to
remain in the employ of the Company or any of its Subsidiaries.
PART II
STOCK PURCHASE RIGHTS
ARTICLE V
STOCK PURCHASE RIGHTS
5.1 Grant of Stock Purchase Rights.
(a) Award Rights. The Committee shall determine the
number of shares of Common Stock covered by each Stock Purchase Right granted
to each Key Employee and shall then cause to be granted to such Key Employee a
Stock Purchase Right exercisable for such shares.
(b) Term of Rights. Every Stock Purchase Right granted
hereunder shall be valid for a period of no less than 30 days after the date of
grant and may be valid for such longer period as the Committee may determine.
(c) Exercise Price. The purchase price per share of
Common Stock under each Stock Purchase Right shall be $ 1.00 per share, or
such other purchase price as may be determined by the Committee (the "Exercise
Price").
(d) Form of Instrument. Each award of a Stock Purchase
Right shall be made pursuant to an instrument substantially in the form
attached hereto as Exhibit B. Such instrument shall specify the number of
shares covered by such Stock Purchase Right, the Exercise Price, the term of
such grant, and the restrictions set forth in Article VI.
5.2 Exercise of Stock Purchase Right. The price per share of
Common Stock with respect to each exercise of a Stock Purchase Right shall be
payable at the time of such exercise. Such price shall be payable by any means
acceptable to the Committee. Stock certificates evidencing any shares of
Common Stock will be issued and delivered to the person entitled thereto upon
payment of the Exercise Price.
5.3 Rights of Key Employee Prior to Exercise. A Key Employee
shall not have any rights as a stockholder with respect to any share of Common
Stock issuable upon exercise of a Stock Purchase Right unless and until such
Key Employee shall have become the holder of record of such share by exercise
of such Stock Purchase Right.
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ARTICLE VI
RESTRICTIONS APPLICABLE TO STOCK PURCHASE RIGHTS
6.1 Restrictions. Each Stock Purchase Right granted under the
Plan shall contain the following terms, conditions and restrictions and such
additional terms, conditions and restrictions as may be determined by the
Committee:
(a) No Stock Purchase Right granted under the Plan may be
assigned, transferred, sold, pledged, hypothecated or otherwise disposed of by
a Key Employee, and any Stock Purchase Right granted to such Key Employee shall
be exercisable only by such Key Employee.
(b) No shares of Common Stock will be issued upon
exercise of any Stock Purchase Right unless such Key Employee shall, at the
time of such exercise, execute and deliver to the Company the Stockholders
Agreement, subject to the Company's execution and delivery thereof.
(c) Each Stock Purchase Right shall terminate by its
terms and without any further action or obligation of the Company if, prior to
exercise, the Key Employee's employment with the Company or any Subsidiary
shall terminate for any reason.
PART III
ADMINISTRATION, AMENDMENT AND TERMINATION
OF PLAN; MISCELLANEOUS
ARTICLE VII
ADMINISTRATION OF PLAN
7.1 The Committee. The Plan shall be administered by the
Committee, or any successor thereto, of the Board of Directors, or by any other
committee appointed by the Board of Directors to administer the Plan (the
"Committee"); provided, the entire Board of Directors may act as the Committee
if it chooses to do so. The number of individuals that shall constitute the
Committee shall be determined from time to time by a majority of all the
members of the Board of Directors, and, unless that majority of the Board of
Directors determines otherwise, shall be no less than two individuals. A
majority of the Committee shall constitute a quorum (or if the Committee
consists of only two members, then both members shall constitute a quorum), and
the acts of a majority of the members present at any meeting at which a quorum
is present, or acts approved in writing by all members of the Committee, shall
be the acts of the Committee.
The members of the Committee shall serve at the pleasure of the Board,
which shall have the power, at any time and from time to time, to remove
members from or add members to the Committee. Removal from the Committee may
be with or without cause. Any individual serving as a member of the Committee
shall have the right to resign from membership in the Committee by
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written notice to the Board of Directors. The Board of Directors, and not the
remaining members of the Committee, shall have the power and authority to fill
vacancies on the Committee, however caused.
7.2 Authority of Committee. The Committee shall have full and
final authority to (i) prescribe, amend, modify and rescind rules and
regulations relating to the Plan, (ii) make all determinations permitted or
deemed necessary, appropriate or advisable for the administration of the Plan,
interpret any Plan or Stock Purchase Right provision, perform all other acts,
exercise all other powers, and establish any other procedures determined by the
Committee to be necessary, appropriate, or advisable in administering the Plan
or for the conduct of the Committee's business. Any act of the Committee,
including interpretations of the provisions of the Plan or any Stock Purchase
Right and determinations under the Plan or any Stock Purchase Right shall be
final, conclusive and binding on all parties. The Committee may delegate to
one or more of its members, or to one or more agents, such administrative
duties as it may deem advisable, and the Committee or any person to whom it has
delegated duties as aforesaid may employ one or more persons to render advice
with respect to any responsibility the Committee or such person may have under
the Plan. The Committee may employ attorneys, consultants, accountants, or
other persons and the Committee, the Company, and its officers and directors
shall be entitled to rely upon the advice, opinions, or valuations of any such
persons. No member or agent of the Committee shall be personally liable for
any action, determination or interpretation made in good faith with respect to
the Plan and all members and agents of the Committee shall be fully protected
by the Company in respect to the Plan and all members and agents of the
Committee shall be fully protected by the Company in respect of any such
action, determination or interpretation.
ARTICLE VIII
AMENDMENT OF PLAN
8.1 Amendment of Plan. The Board of Directors shall have the
right to amend, modify, suspend or terminate the Plan at any time. Except as
otherwise provided above, no amendment, modification, suspension or termination
of the Plan shall alter or impair any Stock Purchase Rights previously granted
under the Plan, without the consent of the holder thereof.
ARTICLE IX
MISCELLANEOUS PROVISIONS
9.1 Compliance with Securities Laws. The Company shall not in any
event be obligated to file any registration statement under the Securities Act
or any applicable state securities law to permit exercise of any Stock
Purchase Right or to issue any Common Stock in violation of the Securities Act
or any applicable state securities law. Each grantee shall, if requested by
the Committee and as a condition to his right to exercise any Stock Purchase
Right, deliver to the Company an agreement in substantially the form attached
hereto as Exhibit C, containing such representations, warranties and covenants
as the Company may deem necessary or appropriate to
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ensure that the issuance of shares of Common Stock pursuant to such exercise is
not required to be registered under the Securities Act or any applicable state
securities law.
Certificates for shares of Common Stock, when issued, may have
substantially the following legend, or statements of other applicable
restrictions, endorsed thereon, and may not be immediately transferable:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
ANY STATE SECURITIES LAWS. THE SHARES MAY NOT BE OFFERED FOR
SALE, SOLD, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF
UNTIL THE HOLDER HEREOF PROVIDES EVIDENCE SATISFACTORY TO THE
ISSUER (WHICH, IN THE DISCRETION OF THE ISSUER, MAY INCLUDE AN
OPINION OF COUNSEL SATISFACTORY TO THE ISSUER) THAT SUCH
OFFER, SALE, PLEDGE, TRANSFER OR OTHER DISPOSITION WILL NOT
VIOLATE APPLICABLE FEDERAL OR STATE LAWS.
This legend shall not be required for shares of Common Stock issued
pursuant to an effective registration statement under the Securities Act and in
accordance with applicable state securities laws.
9.2 Adjustment of Shares. Unless otherwise expressly provided in
a particular Stock Purchase Right, in the event that, by reason of any merger,
consolidation, combination, liquidation, reorganization, recapitalization,
stock dividend, stock split, split-up, split-off, spin-off, combination of
shares, exchange of shares or other like change in capital structure of the
Company (collectively, a "Reorganization"), the Common Stock is substituted,
combined, or changed into any cash, property, or other securities, or the
shares of Common Stock are changed into a greater or lesser number of shares of
Common Stock, the number and/or kind of shares and/or interests subject to a
Stock Purchase Right and the per share price or value thereof shall be
appropriately adjusted by the Committee to give appropriate effect to such
Reorganization, such that the Stock Purchase Right shall thereafter be
exercisable for such securities, cash, and/or other property as would have been
received in respect of the Common Stock subject to the Stock Purchase Right had
the Stock Purchase Right been exercised in full immediately prior to such
event. Any fractional shares or interests resulting from such adjustment shall
be eliminated.
In the event the Company is not the surviving entity of a
Reorganization and, following such Reorganization, any grantee will hold a
Stock Purchase Right issued pursuant to the Plan which has not been exercised,
canceled, or terminated in connection therewith, the Company shall cause such
Stock Purchase Right to be assumed (or canceled and a replacement Stock
Purchase Right of equivalent value issued) by the surviving entity.
9.3 Use of Proceeds. The proceeds from the sale of Common Stock
pursuant to Stock Purchase Rights granted under the Plan shall constitute
general funds of the Company and may be used for such corporate purposes as the
Company may determine.
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9.4 Costs and Expenses. The costs and expenses of administering
the Plan shall be borne by the Company and shall not be charged against any
Stock Purchase Right nor to any Key Employee.
9.5 Other Incentive Plans. The adoption of the Plan does not
preclude the adoption by appropriate means of any other incentive plan for
employees.
9.6 Effective Date. The Plan shall become effective on June 19,
1997, the date on which it was approved by the Board of Directors.
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EXHIBIT A
FORM OF STOCKHOLDERS AGREEMENT
[See Exhibit 10.21]
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EXHIBIT B
FORM OF NOTICE OF STOCK PURCHASE RIGHT GRANT
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CONFIDENTIAL
Interoffice
CAPSTAR BROADCASTING CORPORATION Memorandum
NOTICE OF STOCK PURCHASE RIGHT GRANT
TO:
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FROM: William S. Banowsky, Jr.
Executive Vice President
DATE:
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At the direction of the Committee (the "Committee") of the Board of
Directors of Capstar Broadcasting Corporation (the "Company") which administers
the Capstar Broadcasting Corporation 1997 Stock Purchase Plan (the "Plan"), I am
pleased to notify you that the Committee has granted to you, pursuant to the
Plan, a Stock Purchase Right to purchase __________ shares of common stock, par
value $.0l per share (the "Common Stock"), of the Company at the price of $1.00
per share (for a total purchase price of $________) or to exchange _______
shares (the "Exchanged Shares") of common stock of Capstar Broadcasting
Partners, Inc., par value $.0l per share, for __________ shares of Common Stock.
This Stock Purchase Right, granted to you as of ________, 199___, expires if not
exercised by 5:00 p.m., New York City time on ________________ 199_ or such
later time as the Approvals (defined hereinafter) have been obtained or made.
Enclosed please find the 1997 Stock Purchase Plan and two (2) copies
of each of the following:
(i) Exercise Agreement; and
(ii) Stockholders Agreement.
In order to exercise your Stock Purchase Right, you must:
1. Complete and sign two copies of the enclosed Exercise
Agreement.
2. Sign two copies of the enclosed Stockholders Agreement.
3. Deliver prior to 5:00 p.m., New York City time, on,
__________________, 199__ or such later time as the
Approvals have been obtained or made, the signed copies of
the Exercise Agreement and the Stockholders Agreement and
the purchase price payable in cash by a cashier's or bank
certified check, by delivering a stock certificate or
certificates representing Exchanged Shares, or by such
other means acceptable to the Committee, in the full
amount of the purchase price of the shares you wish to
purchase to:
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Capstar Broadcasting Corporation
600 Congress Avenue
Suite 1270
Austin, Texas 78701
Attention: William S. Banowsky, Jr.
Your Stock Purchase Right is limited and conditioned as provided in
the Plan including, but not limited to, the following:
A. Your Stock Purchase Right may not be assigned, transferred,
sold, pledged, hypothecated or otherwise disposed of, and is
exercisable only by you;
B. You must execute and deliver to the Company copies of the
Exercise Agreement and the Stockholders Agreement for your
shares of the Common Stock to be issued;
C. Your delivery of a certificate or certificates representing
the Exchanged Shares, if applicable;
D. Your Stock Purchase Right may not be exercised until such time
as the Company has obtained the requisite approval or made the
requisite filings under applicable federal and state
securities laws (the "Approvals"); and
E. Your Stock Purchase Right shall terminate without any further
action (including notice) if, prior to exercise, your
employment with the Company or any of its subsidiaries
terminates for any reason.
Review the enclosed materials carefully before determining whether to
exercise your Stock Purchase Right. If you have any questions, please call me
at (512) 404-6840.
Enclosures
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EXHIBIT C
FORM OF EXERCISE AGREEMENT
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Name:
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No. of Acquired Shares:
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Total Amount Due
(Purchase Price or Exchanged Shares):
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EXERCISE AGREEMENT
Capstar Broadcasting Corporation
600 Congress Avenue
Suite 1270
Austin, Texas 78701
Attention: William S. Banowsky, Jr.
Ladies and Gentlemen:
The undersigned understands that Capstar Broadcasting Corporation, a
Delaware corporation (the "Company"), is offering for sale to the undersigned
pursuant to the exercise of stock purchase rights granted to the undersigned
under its 1997 Stock Purchase Plan (the "Plan"), a copy of which has been
received and reviewed by the undersigned, up to an aggregate of _______ shares
(the "Acquired Shares") of its common stock, $.0l par value per share (the
"Common Stock"), at an exercise price of $1.00 per share of Common Stock, or
at an exchange rate of one share of common stock of Capstar Broadcasting
Partners, Inc., par value $.0l per share (the "Partners Shares"), per share of
Common Stock.
1. Exercise. Subject to the terms and conditions of this
Exercise Agreement (the "Agreement"), the undersigned hereby irrevocably
exercises his stock purchase right and agrees to purchase the number of shares
of Common Stock set forth above having an aggregate purchase price (the
"Purchase Price") as set forth above or exchangeable for such number of
Partners Shares (the "Exchanged Shares"), as set forth above.
2. Payment. Either (a) a cashier's or bank certified check made
payable to "Capstar Broadcasting Corporation" accompanies this Agreement in
payment of the Purchase Price, net of any amount due and owing by the Company
to the undersigned, or (b) or a certificate or certificates representing the
Exchanged Shares accompanies this Agreement in consideration for the Acquired
Shares. The undersigned understands that no interest shall accrue on such
payment pending delivery of the stock certificate(s) evidencing the
undersigned's shares purchased pursuant to this Agreement.
3. Delivery of Stock Certificates. The undersigned hereby
irrevocably directs the Company to deliver the stock certificate(s) evidencing
the undersigned's Acquired Shares to the undersigned at the address set forth
below the undersigned's signature hereto.
4. Adoption of Stockholders Agreement. Two signed copies of the
Stockholders Agreement accompany this Agreement. The Company agrees that it
shall execute and deliver one original signed copy of the Stockholders
Agreement to the undersigned.
5. Representations and Warranties of the Undersigned. The
undersigned hereby represents and warrants to the Company as follows:
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(a) The undersigned is acquiring the Acquired Shares for his own
account for investment, and not with a view to distribution, resale,
subdivision, or fractionalization thereof; and the undersigned has no present
plans to enter into any contract, undertaking, agreement, or arrangement for
the distribution, resale, subdivision, or fractionalization of any of the
Acquired Shares. In order to induce the Company to issue and sell the Acquired
Stock, it is agreed that the Company will have no obligation to recognize the
ownership, beneficial or otherwise, of the shares comprising such Acquired
Shares by anyone but the undersigned, unless and until the undersigned sells or
otherwise transfers such Acquired Shares, subject to compliance with the terms
hereof and the Stockholders Agreement.
(b) (i) The undersigned can bear the economic risk of losing
his entire investment; (ii) his overall commitment to investments which are not
readily marketable is not disproportionate to his net worth, and his investment
in the Acquired Shares will not cause such overall commitment to become
excessive; (iii) he has adequate means of providing for his current needs and
personal contingencies and has no need for liquidity in his investment in the
Acquired Shares; (iv) he has such knowledge and experience in financial and
business matters that he is capable of evaluating the risks and merits of this
investment, or has retained advisors who have such knowledge and experience;
and (v) he is familiar with the business and financial condition, properties,
operations and prospects of the Company.
(c) The undersigned and/or his attorney and/or his accountant have
had an opportunity to ask questions of and receive answers from the Company, or
a person or persons acting on its behalf, concerning (i) the terms and
conditions of this investment and (ii) the Company and the business and
prospects of the Company, and answers have been provided to his satisfaction to
all of his questions related thereto.
(d) The undersigned recognizes that an investment in the Company
involves certain risks, and he has taken full cognizance of and understands all
of the risks related to the purchase of the Acquired Shares.
(e) The address set forth below the undersigned's signature is his
true and correct residence or principal place of business, and the undersigned
has no present intention of becoming a resident of any other state or
jurisdiction or moving his principal place of business.
(f) The undersigned understands and agrees, and acknowledges that
(i) it has been disclosed to him, that the Acquired Shares have not been
registered under the Securities Act of 1933, as amended (the "Securities Act"),
or applicable state securities laws and that the economic risk of the
investment must be borne indefinitely by the undersigned, and the Acquired
Shares cannot be sold, pledged, hypothecated, or otherwise transferred unless
subsequently registered under the Securities Act and such laws, or an exemption
from such registration is available, and there is compliance with the
requirements of the Stockholders Agreement; (ii) such registration under the
Securities Act and such laws is unlikely at any time in the future; (iii) the
Company is not obligated to file a notification under Regulation A of the
Securities Act or a registration statement under the Securities Act or any
state securities laws except as provided in the Stockholders Agreement; (iv)
the benefits of Rule 144 under the Securities Act governing the possible
disposition of the Acquired Shares are not currently available or anticipated
to be available in the future, and the Company has
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not covenanted to take any action necessary to make such Rule 144 available for
a limited resale of the Acquired Shares; and (v) it is not anticipated that
there will be any market for resale of the Acquired Shares.
(g) The undersigned understands and agrees, and acknowledges that
the following restrictions and limitations are applicable to the undersigned's
purchase and resales, pledges, hypothecations, or other transfers of the
Acquired Shares, and, therefore, that the undersigned must bear the economic
risk of investment in the Acquired Shares for an indefinite period of time as
described in Section 5(f):
(i) A legend will be placed on the certificates
representing the Acquired Shares in substantially the following form:
THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR ANY STATE SECURITIES LAWS. THE SHARES MAY NOT BE OFFERED
FOR SALE, SOLD, PLEDGED, TRANSFERRED, OR OTHERWISE DISPOSED
OF UNTIL THE HOLDER HEREOF PROVIDES EVIDENCE SATISFACTORY TO
THE ISSUER (WHICH, IN THE DISCRETION OF THE ISSUER, MAY
INCLUDE AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER) THAT
SUCH OFFER, SALE, PLEDGE, TRANSFER, OR OTHER DISPOSITION WILL
NOT VIOLATE APPLICABLE FEDERAL OR STATE SECURITIES LAWS.
(ii) Stop transfer instructions have been or will be
placed with respect to the Acquired Shares so as to restrict the
resale, pledge, hypothecation, or other transfer thereof in accordance
with the above legend.
(iii) The legend and stop transfer instructions described
in Sections 5(g)(i) and (ii) above will be placed with respect to any
new certificate issued upon presentment by the undersigned of a
certificate for transfer.
(iv) Any applicable blue sky or state securities laws
legends shall also be placed on the certificates representing the
Acquired Shares.
(h) The undersigned understands and agrees that his Acquired
Shares shall be subject to the terms and conditions of the Stockholders
Agreement.
6. Representations and Warranties of the Company. The Company
hereby represents and warrants to the undersigned as follows:
(a) The Company is a corporation duly organized, validly
existing and in good standing under the laws of its jurisdiction of
incorporation and has all requisite corporate power and authority to own, lease
and operate its properties and to carry on its business as now being conducted.
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(b) The Acquired Shares, when issued, will be duly
authorized, validly issued, fully paid and nonassessable and will not be issued
in violation of any preemptive or similar rights.
7. Stockholder Consent. The undersigned hereby acknowledges
receipt of the CBC 1997 Stock Option Plan and the CBC 1997 Stock Purchase Plan
(collectively, the "Plans"), attached hereto as Annexes A and B, respectively,
and, effective upon the issuance of the Acquired Shares, hereby consents as a
stockholder to the adoption of the Plans.
8. Indemnification. The undersigned acknowledges and understands
the meaning and legal consequences of the representations and warranties set
forth in Section 5 hereof and that the Company has relied or will rely upon
such representations, warranties, and covenants of the undersigned, and the
undersigned hereby agrees to indemnify and hold harmless the Company and its
officers, directors, controlling persons, agents, and employees, from and
against any and all loss, claim, damage, liability, or expense, and any action
in respect thereof, joint or several, to which any such person may become
subject, due to or arising out of a breach of any such representation or
warranty, together with all reasonable costs and expenses (including attorneys'
fees) incurred by any such person in connection with any action, suit,
proceeding, demand, assessment, or judgment incident to any of the matters so
indemnified against. All representations and warranties contained in this
Agreement, and the indemnification contained herein, shall survive the sale of
the Common Stock.
9. Plan. This Agreement is subject to all the terms, conditions,
limitations and restrictions contained in the Plan. In the event of any
conflict or inconsistency between the terms hereof and the terms of the Plan,
the terms of the Plan shall be controlling.
10. Counterparts. This Agreement may be executed and delivered
(including by facsimile transmission) in multiple counterparts, and by the
different parties hereto in separate counterparts, each of which when executed
and delivered (including by facsimile transmission) shall be deemed to be an
original but all of which taken together shall constitute one and the same
Agreement.
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IN WITNESS WHEREOF, the undersigned has executed this Agreement this
_____ day of_________________, 199__.
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Investor Signature
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Investor's Printed Name
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Telephone No.:
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Accepted as of , 199 .
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CAPSTAR BROADCASTING CORPORATION
By:
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William S. Banowsky, Jr.
Executive Vice President
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ANNEX A
CBC 1997 STOCK OPTION PLAN
[See Exhibit 10.17]
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ANNEX B
CBC 1997 STOCK PURCHASE PLAN
(THIS DOCUMENT)