4. Exercise of Option After Termination of Service as Non-Employee Director. To the extentexercisable the Option granted under this Agreement may be exercised by the Grantee only while heis providing service to the Company as a Non-Employee Director, except as provided below:(i) If the Grantee’s dies while a Non-Employee Director, or if his service as aNon-Employee Director is terminated due to his Disability, the Grantee (or his DesignatedBeneficiary or personal representative, as applicable) may exercise the Option no later thantwelve (12) months after such death or determination of Disability;(ii) If the Grantee’s service as Non-Employee Director terminates for any reason otherthan those set forth in (i) above and is not for Cause, the Grantee may exercise the Optionwithin three (3) months after such termination; or(iii) If the Grantee dies during an extended exercise period described in (i) or (ii)above, his Designated Beneficiary may exercise such Option no later than the expiration ofsuch extended period.Notwithstanding (i) through (iii) above or anything in this Agreement or the Plan to the contrary,at any time after the grant of the Option, the Committee, in its sole and absolute discretion andsubject to whatever terms and conditions it selects, may provide that the Option may be exercisedafter the relevant extended period set forth above, but in no event later than the date that itwould have expired under this Agreement.5. Exercise Procedures.(a) Subject to the provisions of Sections 2 and 3 above, the Grantee may exercise part or allof the exercisable Option by giving the Company written notice (in person or by first class mail tothe Secretary of the Company at the Company’s principal executive office) of the Grantee’s intentto exercise the Option in the manner provided in this Agreement, specifying the number of Shares asto which the Option is to be exercised and is accompanied by full payment therefor. The purchaseprice for any Shares purchased pursuant to the exercise of an Option shall be paid in full uponsuch exercise in cash, by check or, at the discretion of the Committee and upon such terms andconditions as the Committee shall approve, by transferring previously owned Shares to the Company,having Shares withheld or exercising pursuant to a “cashless exercise” procedure, or anycombination thereof. Any Shares transferred to the Company as payment of the purchase price underan Option shall be valued at their Fair Market Value on the date of exercise of such Option. Ifrequested by the Committee, the Grantee shall deliver the Option Agreement evidencing the Option tothe Secretary of the Company who shall endorse thereon a notation of such exercise and return suchOption Agreement to the Grantee. Not less than one hundred (100) Shares may be purchased at anytime upon the exercise of an Option unless the number of Shares so purchased constitutes the totalnumber of Shares then purchasable under the Option or the Committee determines otherwise, in itssole discretion. The Committee may impose from time to time such limitations as it deemsappropriate on the use of Shares of the Company to exercise the Option.
 
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(b) The obligation of the Company to deliver Shares upon exercise of the Option shall besubject to all applicable laws, rules, and regulations and such approvals by governmental agenciesas may be deemed appropriate by the Committee, including such actions as Company counsel shall deemnecessary or appropriate to comply with relevant securities laws and regulations.(c) All obligations of the Company under this Agreement shall be subject to the rights of theCompany as set forth in the Plan to withhold amounts required to be withheld for any taxes, ifapplicable.6. Change of Control. The provisions of the Plan applicable to a Change in Control shallapply to the Option, and, in the event of a Change in Control, the Option shall automaticallybecome fully exercisable.7. Restrictions on Exercise. Except as the Committee may otherwise permit pursuant to thePlan, only the Grantee may exercise the vested portion of the Option during the Grantee’s lifetimeand, after the Grantee’s death, the Option shall be exercisable (subject to the limitationsspecified in the Plan) solely by the legal representatives of the Grantee, or by the person whoacquires the right to exercise the Option by will or by the laws of descent and distribution, tothe extent that the Option is exercisable pursuant to this Agreement.8. Grant Subject to Plan Provisions. This grant is made pursuant to the Plan, the terms ofwhich are incorporated herein by reference, and in all respects shall be interpreted in accordancewith the Plan. The grant and exercise of the Option are subject to interpretations, regulationsand determinations concerning the Plan established from time to time by the Committee in accordancewith the provisions of the Plan, including, but not limited to, provisions pertaining to (i) rightsand obligations with respect to withholding taxes, (ii) the registration, qualification or listingof the Shares, (iii) changes in capitalization of the Company and (iv) other requirements ofapplicable law. The Committee shall have the authority to interpret and construe the Optionpursuant to the terms of the Plan, and its decisions shall be conclusive as to any questionsarising hereunder.9. No Other Rights. The grant of the Option shall not confer upon the Grantee any right tobe retained by or in the service of the Company.10. No Shareholder Rights. Neither the Grantee, nor any person entitled to exercise theGrantee’s rights in the event of the Grantee’s death, shall have any of the rights and privilegesof a shareholder with respect to the Shares subject to the Option, until certificates for Shareshave been issued upon the exercise of the Option.11. Assignment and Transfers. Except as the Committee may otherwise permit pursuant to thePlan, the rights and interests of the Grantee under this Agreement may not be pledged, sold,assigned, encumbered, hypothecated to or otherwise transferred in favor of any party other than theCompany or a Subsidiary except, in the event of the death of the Grantee, by will or by the laws ofdescent and distribution. In the event of any attempt by the Grantee to alienate, assign, pledge,hypothecate, or otherwise dispose of the Option or any right hereunder, except as provided for inthis Agreement, or in the event of the levy or any attachment, execution or similar process uponthe rights or interests hereby conferred, the Company may terminate the Option by notice to the Grantee, and the Option and all rights hereunder shall thereupon becomenull and void. The rights and protections of the Company hereunder shall extend to any successorsor assigns of the Company and to the Company’s parents, subsidiaries, and affiliates. ThisAgreement may be assigned by the Company without the Grantee’s consent.
 
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12. Tax Consequences and Withholding. The exercise of the Option will result in taxableincome to the Grantee, and the Grantee (or the Grantee’s legal representative in the event ofdeath) shall be solely responsible for all tax consequences that result from the exercise of theOption, as well as any subsequent sale of the Shares received upon exercise of the Option. TheGrantee (or the Grantee’s legal representatives in the event of death) shall pay to the Company, ormake other arrangements satisfactory to the Company to provide for the payment of, any federal,state, local or other taxes that the Company is required to withhold with respect to the exerciseof the Option.13. Applicable Law. The validity, construction, interpretation and effect of thisinstrument shall be governed by and construed by and determined in accordance with the laws of theState of New York, without giving effect to the conflicts of laws provisions thereof.14. Notice. Any notice to the Company provided for in this instrument shall be addressedto the Company in care of the Chief Financial Officer (or his designee), at 2601 S. Bayshore Drive,PH II, Coconut Grove, Florida 33133 and any notice to the Grantee shall be addressed to suchGrantee at the current address shown on the payroll of the Employer, or to such other address asthe Grantee may designate to the Employer in writing. Any notice shall be delivered by hand, sentby telecopy or enclosed in a properly sealed envelope addressed as stated above, registered anddeposited, postage prepaid, in a post office regularly maintained by the United States PostalService.15. Definitions.Whenever used in this Agreement, the following terms and phrases have the following respectivemeanings:“*Cause*” shall mean the Grantee’s willful failure to perform his duties with the Company or aSubsidiary or the willful engaging in conduct which is injurious to the Company or a Subsidiary,monetarily or otherwise, as determined by the Committee in its sole discretion.“*Designated Beneficiary*” shall mean any individual designated by the Grantee, in a mannerdetermined by the Committee, to receive amounts due the Grantee in the event of the Grantee’sdeath. In the absence of an effective designation by the Grantee, Designated Beneficiary shall meanthe Grantee’s estate.*[Remainder of page intentionally left blank]*
 
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IN WITNESS WHEREOF, the Company has caused its duly authorized officers to execute andattest this Agreement, and the Grantee has executed this Agreement, effective as of theDate of Grant.      SPANISH BROADCASTING SYSTEM, INC.