**Exhibit 10.3.5**

 

**UNIVISION COMMUNICATIONS INC.2004 PERFORMANCE AWARD PLAN**

**NONQUALIFIED STOCK OPTION AGREEMENT**

 

**THIS NONQUALIFIED STOCK OPTIONAGREEMENT** (this “**Option Agreement**”)dated                                           by and between Univision Communications Inc., a Delaware corporation (the “**Corporation**”), and                                                       (the “**Grantee**”) evidences the nonqualifiedstock option (the **“Option”**)granted by the Corporation to the Grantee as to the number of shares of theCorporation’s Common Stock first set forth below.

 
| **Number of Shares of Common Stock**:(1) | ** **                                                                                                                        | ** **                                                                                                                                                                                                                                                                                                                       | **Award Date:                                                 ** |
|------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                     |                                                                                                                              |                                                                                                                                                                                                                                                                                                                             |
| **Exercise Price per Share**:(1)         | $                        | **Expiration Date:**(1),(2) **                                                ** |

 

**Vesting**(1),(2) **[**The Option shall become vested asto 25% of the total number of shares of Common Stock subject to the Option oneach of the first, second, third and fourth anniversaries of the Award Date.**]**

 

TheOption is granted under the Univision Communications Inc. 2004 PerformanceAward Plan (the “**Plan**”) andsubject to the Terms and Conditions of Nonqualified Stock Option (the “**Terms**”) attached to this Option Agreement (incorporatedherein by this reference) and to the Plan. The Option has been granted to the Grantee in addition to, and not inlieu of, any other form of compensation otherwise payable or to be paid to theGrantee.  Capitalized terms are definedin the Plan if not defined herein.  Theparties agree to the terms of the Option set forth herein.  The Grantee acknowledges receipt of a copy ofthe Terms, the Plan and the Prospectus for the Plan.

 
| **“GRANTEE”** | **UNIVISION  COMMUNICATIONS INC.**a Delaware corporation |
|-------------------------|----------------------------------------------------------|
| ** **              | ** **                                               |
| ** **              | ** **                                               | ** ** |
| *Signature*             | By:                                                      | ** ** | ** ** |
| ** **              | ** **                                               |
| ** **              | ** **                                               | Print Name: | ** ** | ** ** |
| *Print Name*            | ** **                                               |
| ** **              | Title:                                                   | ** ** | ** ** |
|                         |                                                          |  |  |  |  |  |

 

**CONSENT OF SPOUSE**

 

Inconsideration of the Corporation’s execution of this Option Agreement, theundersigned spouse of the Grantee agrees to be bound by all of the terms andprovisions hereof and of the Plan.

 
| * *              | * * |   |   |
|-----------------------|----------|--------|--------|
| *Signature of Spouse* | *Date*   |

 

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(1)          Subjectto adjustment under Section 7.1 of the Plan.

(2)          Subjectto early termination under Section 4 of the Terms and Section 7.4 ofthe Plan.

 

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**TERMS ANDCONDITIONS OF NONQUALIFIED STOCK OPTION**

 

**1.****                                      Vesting;Limits on Exercise; Incentive Stock Option Status.**

 

TheOption shall vest and become exercisable in percentage installments of theaggregate number of shares subject to the Option as set forth on the cover page ofthis Option Agreement.  The Option may beexercised only to the extent the Option is vested and exercisable.

 

•                  Cumulative Exercisability.  To the extent that the Option is vested andexercisable, the Grantee has the right to exercise the Option (to the extentnot previously exercised), and such right shall continue, until the expirationor earlier termination of the Option.

 

•                  No Fractional Shares.  Fractional share interests shall bedisregarded, but may be cumulated.

 

•                  Minimum Exercise.  No fewer than 101 shares of CommonStock may be purchased at any one time, unless the number purchased is thetotal number at the time exercisable under the Option.

 

•                  Nonqualified Stock Option.  The Option is a nonqualified stock option andis not, and shall not be, an incentive stock option within the meaning of Section 422of the Code.

 

**2.****                                      Continuanceof Employment/Service Required; No Employment/Service Commitment.**

 

Thevesting schedule requires continued employment or service through eachapplicable vesting date as a condition to the vesting of the applicableinstallment of the Option and the rights and benefits under this OptionAgreement.  Employment or service foronly a portion of the vesting period, even if a substantial portion, will notentitle the Grantee to any proportionate vesting or avoid or mitigate atermination of rights and benefits upon or following a termination ofemployment or services as provided in Section 4 below or under the Plan.

 

Nothingcontained in this Option Agreement or the Plan constitutes a continuedemployment or service commitment by the Corporation or any of its Subsidiaries,affects the Grantee’s status, if he or she is an employee, as an employee atwill who is subject to termination without cause, confers upon the Grantee anyright 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 atany time to terminate such employment or service, or affects the right of theCorporation or any Subsidiary to increase or decrease the Grantee’s othercompensation.

 

**3.****                                      Methodof Exercise of Option.**

 

TheOption shall be exercisable by the delivery to the Secretary of the Corporation(or such other person as the Administrator may require pursuant to suchadministrative exercise procedures as the Administrator may implement from timeto time) of:

 

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•                  a written notice stating the numberof shares of Common Stock to be purchased pursuant to the Option or by thecompletion of such other administrative exercise procedures as theAdministrator may require from time to time,

 

•                  payment in full for the ExercisePrice of the shares to be purchased in cash, check or by electronic fundstransfer to the Corporation, or (subject to compliance with all applicablelaws, rules, regulations and listing requirements and further subject to such rules asthe Administrator may adopt as to any non-cash payment) in shares of CommonStock already owned by the Grantee, valued at their Fair Market Value on theexercise date, provided, however, that any shares initiallyacquired upon exercise of a stock option or otherwise from the Corporation musthave been owned by the Grantee for at least six (6) months before the dateof such exercise;

 

•                  any written statements or agreementsrequired pursuant to Section 8.1 of the Plan; and

 

•                  satisfaction of the tax withholdingprovisions of Section 8.5 of the Plan.

 

The Administrator alsomay, but is not required to, authorize a non-cash payment alternative by noticeand third party payment in such manner as may be authorized by theAdministrator.

 

**4.****                                      EarlyTermination of Option.**

 

**4.1****                               PossibleTermination of Option upon Change in Control.**  The Option is subject to termination inconnection with a Change in Control Event or certain similar reorganizationevents as provided in Section 7.4 of the Plan.

 

**4.2****                               Terminationof Option upon a Termination of Grantee’s Employment or Services.**  Subject to earlier termination on theExpiration Date of the Option or pursuant to Section 4.1 above, if theGrantee ceases to be employed by or ceases to provide services to theCorporation or a Subsidiary, the following rules shall apply (the last daythat the Grantee is employed by or provides services to the Corporation or aSubsidiary is referred to as the Grantee’s “**SeveranceDate**”):

 

•                  other than as expressly providedbelow in this Section 4.2, (a) the Grantee will have until the datethat is three (3) months after his or her Severance Date to exercise theOption (or portion thereof) to the extent that it was vested on the SeveranceDate, (b) the Option, to the extent not vested on the Severance Date,shall terminate on the Severance Date, and (c) the Option, to the extentexercisable for the three-month period following the Severance Date and notexercised during such period, shall terminate at the close of business on thelast day of the three-month period;

 

•                  if the Grantee’s employment orservices are terminated by the Corporation or a Subsidiary for any reason otherthan for Cause (as defined below), or if the termination of the Grantee’semployment or services is the result of the Grantee’s Total Disability (asdefined below), (a) the Option, to the extent not vested on the SeveranceDate, shall become fully vested and exercisable as of the day after theSeverance Date (the “**Acceleration Date**”),(b) the Grantee (or his personal

 

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representative,as the case may be) will have until the date that is twelve (12) months afterthe Grantee’s Acceleration Date to exercise the Option, and (c) theOption, to the extent exercisable for the twelve-month period following theAcceleration Date and not exercised during such period, shall terminate at theclose of business on the last day of the twelve-month period;

 

•                  if the termination of the Grantee’semployment or services is the result of the Grantee’s death, or if the Granteedies at any time during the three-month or twelve-month post-terminationexercise periods referred to above, (a) the Option, to the extent notvested on the date of the Grantee’s death, shall become fully vested andexercisable as of the Acceleration Date, (b) the Grantee’s beneficiarywill have until the date that is twelve (12) months after the Acceleration Dateto exercise the Option, and (c) the Option, to the extent exercisable forthe twelve-month period following the Acceleration Date and not exercisedduring such period, shall terminate at the close of business on the last day ofthe twelve-month period;

 

•                  if the Grantee’s employment orservices are terminated by the Corporation or a Subsidiary for Cause (asdefined below), the Option (whether vested or not) shall terminate on theSeverance Date.

 

Forpurposes of the Option, “**Total Disability**”means a “permanent and total disability” (within the meaning of Section 22(e)(3) ofthe Code or as otherwise determined by the Administrator).

 

Forpurposes of the Option, “**Cause**” shallhave the meaning given to such term in any written employment agreement then ineffect between the Grantee and the Corporation or any of its Subsidiaries thatdefines such term as it relates to a termination of the Grantee’semployment.  If there is no such writtenagreement (or if no such agreement includes such a definition), “Cause” forpurposes of the Option shall mean that the Grantee:

 

(1)                                  hasbeen negligent in the discharge of his or her duties to the Corporation or anyof its Subsidiaries, has refused to perform stated or assigned duties or isincompetent in or (other than by reason of a disability or analogous condition)incapable of performing those duties;

 

(2)                                  hasbeen dishonest or committed or engaged in an act of theft, embezzlement orfraud, a breach of confidentiality, an unauthorized disclosure or use of insideinformation, customer lists, trade secrets or other confidential information;has breached a fiduciary duty, or willfully and materially violated any otherduty, law, rule, regulation or policy of the Corporation, any of itsSubsidiaries or any affiliate of the Corporation or any of its Subsidiaries; orhas been convicted of a felony or misdemeanor (other than minor trafficviolations or similar offenses);

 

(3)                                  hasmaterially breached any of the provisions of any agreement with theCorporation, any of its Subsidiaries or any affiliate of the Corporation or anyof its Subsidiaries; or

 

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(4)                                  hasengaged in unfair competition with, or otherwise acted intentionally in amanner injurious to the reputation, business or assets of, the Corporation, anyof its Subsidiaries or any affiliate of the Corporation or any of itsSubsidiaries; has improperly induced a vendor or customer to break or terminateany contract with the Corporation, any of its Subsidiaries or any affiliate ofthe Corporation or any of its Subsidiaries; or has induced a principal for whomthe Corporation, any of its Subsidiaries or any affiliate of the Corporation orany of its Subsidiaries acts as agent to terminate such agency relationship.

 

In allevents the Option is subject to earlier termination on the Expiration Date ofthe Option or as contemplated by Section 4.1.  A termination of employment or services willnot have occurred until the last day that the Grantee either or both (1) isemployed by and/or (2) renders services to the Corporation or aSubsidiary.  Pursuant to Section 6.1of the Plan, if the Grantee is not an employee of the Corporation or aSubsidiary or a member of the Board, the Administrator shall be the sole judgeof whether the Grantee continues to render services for purposes of this OptionAgreement.

 

**5.****                                      Non-Transferability**.

 

TheOption and any other rights of the Grantee under this Option Agreement or thePlan are nontransferable and exercisable only by the Grantee, except as setforth in Section 5.7 of the Plan.

 

**6.****                                      Notices.**

 

Anynotice to be given under the terms of this Option Agreement shall be in writingand addressed to the Corporation at its principal office to the attention ofthe Secretary, and to the Grantee at the address last reflected on theCorporation’s payroll records, or at such other address as either party mayhereafter designate in writing to the other. Any such notice shall be delivered in person or shall be enclosed in aproperly sealed envelope addressed as aforesaid, registered or certified, anddeposited (postage and registry or certification fee prepaid) in a post officeor branch post office regularly maintained by the United States Government.  Any such notice shall be given only whenreceived, but if the Grantee is no longer employed by the Corporation or aSubsidiary, shall be deemed to have been duly given five business days afterthe date mailed in accordance with the foregoing provisions of this Section 6.

 

**7.****                                      Plan.**

 

TheOption and all rights of the Grantee under this Option Agreement are subjectto, and the Grantee agrees to be bound by, all of the terms and conditions ofthe Plan, incorporated herein by this reference.  In the event of a conflict or inconsistency betweenthe terms and conditions of this Option Agreement and of the Plan, the termsand conditions of the Plan shall govern. The Grantee agrees to be bound by the terms of the Plan and this OptionAgreement (including these Terms).  TheGrantee acknowledges having read and understanding the Plan, the Prospectus forthe Plan, and this Option Agreement. Unless otherwise expressly provided in other sections of this OptionAgreement, provisions of the Plan that confer discretionary authority on theBoard or the Administrator do not and shall not be deemed to create any rights

 

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in the Grantee unlesssuch rights are expressly set forth herein or are otherwise in the solediscretion of the Board or the Administrator so conferred by appropriate actionof the Board or the Administrator under the Plan after the date hereof.

 

**8.****                                      EntireAgreement.**

 

ThisOption Agreement (including these Terms) and the Plan together constitute theentire agreement and supersede all prior understandings and agreements, writtenor oral, of the parties hereto with respect to the subject matter hereof.  The Plan and this Option Agreement may beamended pursuant to Section 8.6 of the Plan.  Such amendment must be in writing and signedby the Corporation.  The Corporation may,however, unilaterally waive any provision hereof in writing to the extent suchwaiver does not adversely affect the interests of the Grantee hereunder, but nosuch waiver shall operate as or be construed to be a subsequent waiver of thesame provision or a waiver of any other provision hereof.

 

**9.****                                      GoverningLaw.**

 

ThisOption Agreement shall be governed by and construed and enforced in accordancewith the laws of the State of Delaware without regard to conflict of lawprinciples thereunder.

 

**10.****                               Effectof this Agreement.**

 

Subjectto the Corporation’s right to terminate the Option pursuant to Section 7.4of the Plan, this Option Agreement shall be assumed by, be binding upon andinure to the benefit of any successor or successors to the Corporation.

 

**11.****                               Counterparts.**

 

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

 

**12.****                               Section Headings.**

 

The section headingsof this Option Agreement are for convenience of reference only and shall not bedeemed to alter or affect any provision hereof.

 

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