**Exhibit 10.3.4**

 

**UNIVISION COMMUNICATIONS INC.2004 PERFORMANCE AWARD PLAN****DIRECTOR NONQUALIFIED STOCK OPTION AGREEMENT**

 

**THIS DIRECTOR NONQUALIFIED STOCKOPTION AGREEMENT** (this “**Option Agreement**”)dated                       by and between Univision CommunicationsInc., a Delaware corporation (the “**Corporation**”),and                                                       (the “**Director**”) evidences the nonqualifiedstock option (the **“Option”**)granted by the Corporation to the Director 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 Director in addition to, and not inlieu of, any other form of compensation otherwise payable or to be paid to theDirector.  Capitalized terms are definedin the Plan if not defined herein.  Theparties agree to the terms of the Option set forth herein.  The Director acknowledges receipt of a copyof the Terms, the Plan and the Prospectus for the Plan.

 
| **“DIRECTOR”** | **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 Director 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 Director 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 10(1) shares of Common Stockmay be purchased at any one time, unless the number purchased is the totalnumber 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 Service Required; No Service Commitment.**

 

Thevesting schedule requires continued service through each applicablevesting date as a condition to the vesting of the applicable installment of theOption and the rights and benefits under this Option Agreement.  Partial service, even if substantial, duringany vesting period will not entitle the Director to any proportionate vestingor avoid or mitigate a termination of rights and benefits upon or following atermination of services as provided in Section 4 below or under thePlan.  Nothing contained in this OptionAgreement or the Plan constitutes a continued service commitment by theCorporation or interferes with the right of the Corporation to increase ordecrease the compensation of the Director from the rate in existence at anytime.

 

**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:

 

•                  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 the Administratormay 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

 

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CommonStock already owned by the Director, 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 Director for at least six (6) months before thedate of 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 Director’s Services.**  Subject to earlier termination on theExpiration Date of the Option or pursuant to Section 4.1 above, if theDirector ceases to be a member of the Board, the following rules shallapply (the last day that the Director is a member of the Board, except asotherwise provided below, is referred to as the Director’s “**Severance Date**”):

 

•                  other than as expressly providedbelow in this Section 4.2, (a) the Director will have until the datethat is twelve (12) 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 twelve-month period following the Severance Date and notexercised during such period, shall terminate at the close of business on thelast day of the twelve-month period;

 

•                  if the Director ceases to be a memberof the Board due to the Director’s death or Total Disability, (a) theOption, to the extent not vested on the Severance Date, shall become fullyvested and exercisable as of the Severance Date, (b) the Director (or hisbeneficiary or personal representative, as the case may be) will have until thedate that is twelve (12) months after the Severance Date to exercise theOption, and (c) the Option, to the extent exercisable for the twelve-monthperiod following the Severance Date and not exercised during such period, shallterminate at the close of business on the last day of the twelve-month period

 

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).

 

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 services will not haveoccurred until the last day that the Director either or both (1) isemployed by and/or (2) renders services to the

 

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Corporation or aSubsidiary.  Pursuant to Section 6.1of the Plan, if the Director is not an employee of the Corporation or aSubsidiary or a member of the Board, the Administrator shall be the sole judgeof whether the Director continues to render services for purposes of thisOption Agreement.

 

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

 

TheOption and any other rights of the Director under this Option Agreement or thePlan are nontransferable and exercisable only by the Director, 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 Director 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 StatesGovernment.  Any such notice shall begiven only when received, but if the Director is no longer a member of theBoard, shall be deemed to have been duly given five business days after thedate mailed in accordance with the foregoing provisions of this Section 6.

 

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

 

TheOption and all rights of the Director under this Option Agreement are subjectto, and the Director 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 inconsistencybetween the terms and conditions of this Option Agreement and of the Plan, theterms and conditions of the Plan shall govern. The Director agrees to be bound by the terms of the Plan and this OptionAgreement (including these Terms).  TheDirector acknowledges having read and understanding the Plan, the Prospectusfor the 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 rightsin the Director unless such rights are expressly set forth herein or areotherwise in the sole discretion of the Board or the Administrator so conferredby appropriate action of the Board or the Administrator under the Plan afterthe 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 Director

 

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hereunder, but no suchwaiver shall operate as or be construed to be a subsequent waiver of the sameprovision 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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