Exhibit 10.3.4


UNIVISION
COMMUNICATIONS INC.

2004 PERFORMANCE AWARD PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT


THIS RESTRICTED STOCK UNIT AWARD AGREEMENT
(this “Agreement”) is dated as of May 18,
2006 by and between Univision Communications Inc., a Delaware corporation (the “Corporation”), and _________________ (the “Participant”).


W I T N E S S E T H


WHEREAS, pursuant to the
Univision Communications Inc. 2004 Performance Award Plan (the “Plan”), the Corporation has granted to the Participant
effective as of the date hereof (the “Award Date”), a
credit of restricted stock units under the Plan (the “Award”),
upon the terms and conditions set forth herein and in the Plan.


NOW THEREFORE, in consideration
of services rendered and to be rendered by the Participant, and the mutual
promises made herein and the mutual benefits to be derived therefrom, the
parties agree as follows:


1.             Defined Terms.
Capitalized terms used herein and not otherwise defined herein shall have the
meaning assigned to such terms in the Plan.


2.             Grant.
Subject to the terms of this Agreement, the Corporation hereby grants to the
Participant an Award with respect to an aggregate of ________
stock units (subject to adjustment as provided in Section 7.1 of the Plan)
(the “Stock Units”). As used herein, the term
“stock unit” shall mean a non-voting unit of measurement which is deemed for
bookkeeping purposes to be equivalent to one outstanding share of the
Corporation’s Common Stock (subject to adjustment as provided in Section 7.1
of the Plan) solely for purposes of the Plan and this Agreement. The Stock
Units shall be used solely as a device for the determination of the payment to
eventually be made to the Participant if such Stock Units vest pursuant to Section 3.
The Stock Units shall not be treated as property or as a trust fund of any
kind.


3.             Vesting.
Subject to Section 8 below, one-hundred percent (100%) of the total number
of Stock Units subject to the Award (subject to adjustment under Section 7.1
of the Plan) shall vest and become nonforfeitable ninety (90) days following a “Change
in Control.”


4.             Continuance
of Employment. Subject to Section 8 of this
Agreement, the vesting schedule described in Section 3 of this Agreement
requires continued employment or service through the vesting date as a
condition to the vesting of the Award and the rights and benefits under this
Agreement. Partial employment or service, even if substantial, during any
vesting period will not entitle the Participant to any proportionate vesting or
avoid or mitigate a termination of rights and benefits upon or 









 



following a
termination of employment or services as provided in Section 8 below or
under the Plan.


Nothing contained in this Agreement or the Plan constitutes an
employment or service commitment by the Corporation, confers upon the
Participant any right to remain employed by or in service to the Corporation or
any Subsidiary, interferes in any way with the right of the Corporation or any
Subsidiary at any time to terminate such employment or services or affects the
right of the Corporation or any Subsidiary to increase or decrease the
Participant’s other compensation or benefits. Nothing in this paragraph,
however, is intended to adversely affect any independent contractual right of
the Participant without his consent thereto.


5.             Dividend and Voting Rights.
The Participant shall have no rights as a stockholder of the Corporation, no
dividend rights (except as expressly provided in Section 7(b) of this
Agreement with respect to Dividend Equivalent Rights) and no voting rights with
respect to the Stock Units and any shares of Common Stock underlying or
issuable in respect of such Stock Units until such shares of Common Stock are
actually issued to and held of record by the Participant. No adjustments will
be made for dividends or other rights of a holder for which the record date is
prior to the date of issuance of the stock certificate.


6.             Restrictions on Transfer.
Neither the Award, nor any interest therein may be sold, assigned, transferred,
pledged or otherwise disposed of, alienated or encumbered, either voluntarily
or involuntarily. The transfer restrictions in the preceding sentence shall not
apply to (a) transfers to the Corporation, or (b) transfers by will
or the laws of descent and distribution.


7.             Timing and Manner of Payment.


(a)           Payment of Stock Units. On or as
soon as administratively practical following the vesting of the Award pursuant
to Section 3 or Section 8 of this Agreement, the Corporation shall
deliver to the Participant, in payment of all outstanding Stock Units subject
to the Award, either (1) if (A) such vesting occurs prior to a Change
in Control or (B) such vesting occurs upon or following a Change in
Control and clause (2) below does not apply, a number of shares of Common
Stock (either by delivering one or more certificates for such shares or by
entering such shares in book entry form, as determined by the Corporation in
its discretion, in each case from the share reserve under the Plan) equal to
the number of shares of Common Stock subject to the Award, or (2) if such
vesting occurs upon or following a Change in Control and if in the Change in
Control the shareholders of the Corporation receive cash and/or other property
in exchange for their shares of Common Stock, cash and/or other property with
an aggregate value equal to the aggregate consideration that the Participant
would have received had the Participant been the record owner as of the Change
in Control of shares of Common Stock equal to the number of Stock Units subject
to this Award, the payment under this clause (2) to be in the same form
payable to shareholders of the Corporation in the Change in Control and in the
same proportion if the form is a combination of cash and other property. The
Corporation’s obligation to make payment with respect to vested Stock Units is
subject to the condition precedent that the Participant or other person
entitled under the Plan to receive any payment with respect to the vested Stock
Units 



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delivers to the Corporation any representations or other documents
or assurances required pursuant to Section 8.1 of the Plan. The
Participant shall have no further rights with respect to any Stock Units that
are paid pursuant to this Section 7 or that terminate pursuant to Section 8
of this Agreement.


(b)           Dividend Equivalent Rights. Upon
the payment with respect to any Stock Unit subject to the Award pursuant to Section 7(a) of
this Agreement, the Corporation shall pay the Participant an amount in cash
equal to the aggregate amount of the ordinary cash dividends (if any) paid by
the Corporation on a share of its Common Stock or stock of a successor
corporation for which the related dividend payment record date(s) occurred
on or after the date the Award was granted and on or before the date such Stock
Unit became vested pursuant to the terms hereof. (The right to receive such
payment is referred to herein as a “Dividend Equivalent Right”).
For purposes of clarity, no interest shall accrue with respect to the period
between the dividend payment record date and the date of payment of any
Dividend Equivalent Rights, and no Dividend Equivalent Rights shall be paid
with respect to any Stock Units that terminate pursuant to Section 8.


8.             Effect of Termination of
Employment. The Participant’s Stock Units (and any
related Dividend Equivalent Rights) shall terminate to the extent such units
have not become vested prior to the first date the Participant is no longer
employed by the Corporation or one of its Subsidiaries, regardless of the
reason for the termination of the Participant’s employment with the Corporation
or a Subsidiary; provided, however, that if the Participant’s employment is
terminated (a) by the Corporation or a Subsidiary without Cause (as
defined below), (b) by the Participant with Good Reason (as defined in the
Corporation’s Change in Control Retention Bonus Plan in respect to Class A
Participants thereof), (c) due to the Participant’s death, or (d) as
a result of the Participant’s Total Disability, then the Participant’s Stock
Units, to the extent such units are not then vested, shall become fully vested
as of the date of termination of the Participant’s employment and shall be paid
(along with any related Dividend Equivalent Rights) in accordance with Section 7
of this Agreement. If any unvested Stock Units are terminated hereunder, such
Stock Units (and any related Dividend Equivalent Rights) shall automatically
terminate and be cancelled as of the applicable termination date without
payment of any consideration by the Corporation and without any other action by
the Participant, or the Participant’s beneficiary or personal representative,
as the case may be.


For purposes of the Award, “Total
Disability” means a physical or mental condition entitling the
Participant to benefits under the applicable long-term disability plan of the
Company or any of its Subsidiaries or, if no such plan exists, “permanent and
total disability” (within the meaning of Section 22(e)(3) of the
Code). For purposes of the Award, “Cause” shall
have the meaning given to such term the Corporation’s Change in Control
Retention Bonus Plan.


9.             Adjustments Upon Specified
Events. Upon the occurrence of certain events relating to
the Corporation’s stock contemplated by Section 7.1 of the Plan
(including, without limitation, an extraordinary cash dividend on such stock),
the Administrator shall make adjustments if appropriate in the number of Stock
Units then outstanding and the number and kind of securities that may be issued
in respect of the Award. No such adjustment shall be made with respect to any
ordinary cash dividend for 



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which Dividend Equivalent
Rights may be paid pursuant to Section 7(b) of this Agreement.


10.          Tax Withholding.
Upon any payment of Dividend Equivalent Rights and/or the distribution of cash
or other property in respect of the Stock Units, the Corporation (or the
Subsidiary last employing the Participant) shall have the right at its option
to (a) require the Participant to pay or provide for payment in cash of
the amount of any taxes that the Corporation or the Subsidiary may be required
to withhold with respect to such payment and/or distribution, or (b) deduct
from any amount payable to the Participant the amount of any taxes which the
Corporation or the Subsidiary may be required to withhold with respect to such
payment and/or distribution. In any case where a tax is required to be withheld
in connection with the delivery of cash or other property under this Agreement,
the Administrator shall, at the discretion of the Participant, direct the
Corporation or the Subsidiary to reduce the 
amount of cash or other property to be delivered by (or otherwise
reacquire) the appropriate number of whole shares or amount of other property,
valued at its then fair market value (with the “fair market value” of shares of
Common Stock determined in accordance with the applicable provisions of the
Plan and the “fair market value” of other property determined in good faith by
the Board in a manner reasonably acceptable to the Participant), to satisfy
such withholding obligation at the minimum applicable withholding rates.


11.          Notices. Any
notice to be given under the terms of this Agreement shall be in writing and
addressed to the Corporation at its principal office to the attention of the
Secretary, and to the Participant at the Participant’s last address reflected
on the Corporation’s records, or at such other address as either party may
hereafter designate in writing to the other. Any such notice shall be given
only when received, but if the Participant is no longer an employee of the
Corporation, shall be deemed to have been duly given by the Corporation when
enclosed in a properly sealed envelope addressed as aforesaid, registered or
certified, and deposited (postage and registry or certification fee prepaid) in
a post office or branch post office regularly maintained by the United States
Government.


12.          Plan. The
Award and all rights of the Participant under this Agreement are subject to,
and the Participant agrees to be bound by, all of the terms and conditions of
the provisions of the Plan, incorporated herein by reference. In the event of a
conflict or inconsistency between the terms and conditions of this Agreement
and of the Plan, the terms and conditions of this Agreement shall govern. The
Participant agrees to be bound by the terms of the Plan and this Agreement. The
Participant acknowledges having read and understanding the Plan, the Prospectus
for the Plan and this Agreement. Unless otherwise expressly provided in other
sections of this Agreement, provisions of the Plan that confer discretionary
authority on the Administrator do not (and shall not be deemed to) create any
rights in the Participant unless such rights are expressly set forth herein or
are otherwise in the sole discretion of the Administrator so conferred by
appropriate action of the Administrator under the Plan after the date hereof.


13.          Entire Agreement.
This Agreement and the Plan together constitute the entire agreement and
supersede all prior understandings and agreements, written or oral, of the
parties hereto with respect to the subject matter hereof. The Plan and this
Agreement may be amended pursuant to Section 8.6 of the Plan. Such
amendment must 



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be in writing and signed
by the Corporation. The Corporation may, however, unilaterally waive any
provision hereof in writing to the extent such waiver does not adversely affect
the interests of the Participant hereunder, but no such waiver shall operate as
or be construed to be a subsequent waiver of the same provision or a waiver of
any other provision hereof.


14.          Limitation on Participant’s Rights.
Participation in the Plan confers no rights or interests other than as herein
provided or provided in the Plan. This Agreement creates only a contractual
obligation on the part of the Corporation as to amounts payable and shall not
be construed as creating a trust. Neither the Plan nor any underlying program,
in and of itself, is required to have any assets. The Participant shall have
only the rights of a general unsecured creditor of the Corporation with respect
to amounts credited and benefits payable, if any, with respect to the Stock
Units, and rights no greater than the right to receive the Common Stock as a
general unsecured creditor with respect to Stock Units, as and when payable
hereunder.


15.          Counterparts.
This Agreement may be executed simultaneously in any number of counterparts,
each of which shall be deemed an original but all of which together shall
constitute one and the same instrument.


16.          Section Headings.
The section headings of this Agreement are for convenience of reference only
and shall not be deemed to alter or affect any provision hereof.


17.          Governing Law.
This Agreement shall be governed by and construed and enforced in accordance
with the laws of the State of Delaware without regard to conflict of law
principles thereunder.


18.          Construction.
It is intended that the terms of the Award will not result in the imposition of
any tax liability pursuant to Section 409A of the Code. This Agreement
shall be construed and interpreted consistent with that intent.


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IN WITNESS WHEREOF, the
Corporation has caused this Agreement to be executed on its behalf by a duly
authorized officer, and the Participant has hereunto set his or her hand as of
the date and year first above written.


	
  UNIVISION COMMUNICATIONS INC., 

  a Delaware corporation 

  	
   

  	
  PARTICIPANT 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
     /s/ 

  	
   

  	
  /s/ 

  
	
   

  	
   

  	
   

  	
   

  	
  Signature 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Its:

  	
     Plan Administrator

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Print Name

  



 



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CONSENT
OF SPOUSE


In consideration of the execution of the foregoing Restricted Stock
Unit Award Agreement by Univision Communications Inc., I,
_______________________, the spouse of the Participant therein named, do hereby
join with my spouse in executing the foregoing Restricted Stock Unit Award
Agreement and do hereby agree to be bound by all of the terms and provisions
thereof and of the Plan.


Dated: _________, 2006


	
   

  	
  

  
	
   

  	
  Signature of Spouse

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Print Name