**Exhibit 10.3.3**

 

**UNIVISION COMMUNICATIONS INC.**

**2004 PERFORMANCE AWARD PLAN**

**RESTRICTED STOCK UNIT AWARD AGREEMENT**

 

**THIS RESTRICTED STOCK UNIT AWARD AGREEMENT**(this “**Agreement**”) is dated as of **[                  **,2006**]** by and between UnivisionCommunications 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 Participanteffective as of the date hereof (the “**Award Date**”), acredit of restricted stock units under the Plan (the “**Award**”),upon the terms and conditions set forth herein and in the Plan.

 

**NOWTHEREFORE**, in consideration of services rendered and to berendered by the Participant, and the mutual promises made herein and the mutualbenefits to be derived therefrom, the parties agree as follows:

 

**1.****              Defined Terms**.  Capitalized terms used herein and nototherwise defined herein shall have the meaning assigned to such terms in thePlan.

 

**2.****              Grant**.  Subject to the terms of this Agreement, theCorporation hereby grants to the Participant an Award with respect to anaggregate 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” shallmean a non-voting unit of measurement which is deemed for bookkeeping purposesto 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 forpurposes of the Plan and this Agreement. The Stock Units shall be used solely as a device for the determinationof the payment to eventually be made to the Participant if such Stock Unitsvest pursuant to Section 3.  TheStock Units shall not be treated as property or as a trust fund of any kind.

 

**3.****              Vesting**.  Subject to Section 8 below, the Award shall vest and become nonforfeitablewith respect to twenty-five (25%) of the total number of Stock Units (subjectto adjustment under Section 7.1 of the Plan) on each of the first, second,third and fourth anniversaries of the Award Date.

 

**4.****              Continuance of Employment**.  The vesting schedule requires continuedemployment or service through each applicable vesting date as a condition tothe vesting of the applicable installment of the Award and the rights andbenefits under this Agreement.  Partialemployment or service, even if substantial, during any vesting period will notentitle the Participant 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 8 below or under the Plan.

 

Nothing contained in this Agreement or the Planconstitutes an employment or service commitment by the Corporation, affects theParticipant’s status as an employee at will who is

 

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subject to termination without cause, confers upon theParticipant any right to remain employed by or in service to the Corporation orany Subsidiary, interferes in any way with the right of the Corporation or anySubsidiary at any time to terminate such employment or services, or affects theright of the Corporation or any Subsidiary to increase or decrease theParticipant’s other compensation or benefits. Nothing in this paragraph, however, is intended to adversely affect anyindependent contractual right of the Participant without his consent thereto.

 

**5.****              Dividendand Voting Rights**.  The Participantshall have no rights as a stockholder of the Corporation, no dividend rights(except as expressly provided in Section 7(b) with respect toDividend Equivalent Rights) and no voting rights, with respect to the StockUnits and any shares of Common Stock underlying or issuable in respect of suchStock Units until such shares of Common Stock are actually issued to and heldof record by the Participant.  Noadjustments will be made for dividends or other rights of a holder for whichthe record date is prior to the date of issuance of the stock certificate.

 

**6.****              Restrictions on Transfer**.  Neither the Award, nor any interest thereinor amount or shares payable in respect thereof may be sold, assigned,transferred, pledged or otherwise disposed of, alienated or encumbered, eithervoluntarily or involuntarily.  Thetransfer restrictions in the preceding sentence shall not apply to (a) transfersto the Corporation, or (b) transfers by will or the laws of descent anddistribution.

 

**7.****              Timing and Manner of Payment**.

 

(a)          **Payment of Stock Units**.  On or as soon as administratively practicalfollowing each vesting of the applicable portion of the total Award pursuant toSection 3, Section 8 or Section 9, the Corporation shall deliverto the Participant a number of shares of Common Stock (either by delivering oneor more certificates for such shares or by entering such shares in book entryform, as determined by the Corporation in its discretion)equal to thenumber of Stock Units subject to this Award that vest on the applicable vestingdate, unless such Stock Units terminate prior to the given vesting datepursuant to Section 8.  TheCorporation’s obligation to deliver shares of Common Stock or otherwise makepayment with respect to vested Stock Units is subject to the conditionprecedent that the Participant or other person entitled under the Plan toreceive any shares or other payment with respect to the vested Stock Unitsdeliver to the Corporation any representations or other documents or assurancesrequired pursuant to Section 8.1 of the Plan.  The Participant shall have no further rightswith respect to any Stock Units that are paid or that terminate pursuant to Section 8.

 

(b)         **Dividend Equivalent Rights**.  Upon the payment of any Stock Unit subject tothe Award pursuant to Section 7(a), the Corporation shall pay theParticipant an amount in cash equal to the aggregate amount of the ordinarycash dividends (if any) paid by the Corporation on a share of its Common Stockfor which the related dividend payment record date(s) occurred on or after thedate the Award was granted and on or before the date such Stock Unit becamevested 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 theperiod between the dividend payment record date and the date of payment of anyDividend Equivalent Rights, and no Dividend Equivalent Rights shall be paidwith respect to any Stock Units that terminate pursuant to Section 8.

 

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**8.****              Effect of Termination of Employment.**  The Participant’s StockUnits (and any related Dividend Equivalent Rights) shall terminate to theextent such units have not become vested prior to the first date theParticipant is no longer employed by the Corporation or one of itsSubsidiaries, regardless of the reason for the termination of the Participant’semployment with the Corporation or a Subsidiary; provided, however, that if theParticipant’s employment is terminated by the Corporation or a Subsidiarywithout Cause (as defined below) or as a result of the Participant’s death orTotal Disability (as defined below), the Participant’s Stock Units, to theextent such units are not then vested, shall become fully vested as of the dateof termination of the Participant’s employment and shall be paid (along withany related Dividend Equivalent Rights) in accordance with Section 7.  If the Participant is employed by aSubsidiary and that entity ceases to be a Subsidiary, such event shall bedeemed to be a termination of employment of the Participant for purposes ofthis Agreement (unless the Participant otherwise continues to be employed bythe Corporation or another of its Subsidiaries following such event), and noaccelerated vesting shall be required in such circumstances (i.e. thetermination shall be treated as a termination for Cause) unless otherwiseexpressly provided by the Corporation in the circumstances.  If any unvested Stock Units are terminatedhereunder, such Stock Units (and any related Dividend Equivalent Rights) shallautomatically terminate and be cancelled as of the applicable termination datewithout payment of any consideration by the Corporation and without any otheraction by the Participant, or the Participant’s beneficiary or personalrepresentative, as the case may be.

 

Forpurposes of the Award, “**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).  For purposes of the Award, “**Cause**” shall have the meaning given to such term in anywritten employment agreement then in effect between the Participant and theCorporation or any of its Subsidiaries that defines such term as it relates toa termination of the Participant’s employment. If there is no such written agreement (or if no such agreement includessuch a definition), “Cause” for purposes of the Award shall mean that theParticipant:

 

(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.

 

**9.****              Adjustments Upon Specified Events**.  The Administrator may accelerate payment andvesting of the Stock Units (and any related Dividend Equivalent Rights) in suchcircumstances as it, in its sole discretion, may determine.  In addition, upon the occurrence of certainevents relating to the Corporation’s stock contemplated by Section 7.1 ofthe Plan (including, without limitation, an extraordinary cash dividend on suchstock), the Administrator shall make adjustments if appropriate in the numberof Stock Units then outstanding and the number and kind of securities that maybe issued in respect of the Award.  Nosuch adjustment shall be made with respect to any ordinary cash dividend forwhich Dividend Equivalent Rights may be paid pursuant to Section 7(b).

 

**10.****       Tax Withholding**.  Upon any payment of Dividend EquivalentRights and/or the distribution of shares of the Common Stock in respect of theStock Units, the Corporation (or the Subsidiary last employing the Participant)shall have the right at its option to (a) require the Participant to payor provide for payment in cash of the amount of any taxes that the Corporationor the Subsidiary may be required to withhold with respect to such paymentand/or distribution, or (b) deduct from any amount payable to theParticipant the amount of any taxes which the Corporation or the Subsidiary maybe required to withhold with respect to such payment and/or distribution.  In any case where a tax is required to bewithheld in connection with the delivery of shares of Common Stock under thisAgreement, the Administrator may, in its sole discretion, direct theCorporation or the Subsidiary to reduce the number of shares to be delivered by(or otherwise reacquire) the appropriate number of whole shares, valued attheir then fair market value (with the “fair market value” of such sharesdetermined in accordance with the applicable provisions of the Plan), tosatisfy such withholding obligation at the minimum applicable withholdingrates.

 

**11.****       Notices**.  Any notice to be given under the terms ofthis Agreement shall be in writing and addressed to the Corporation at itsprincipal office to the attention of the Secretary, and to the Participant atthe Participant’s last address reflected on the Corporation’s records, or atsuch other address as either party may hereafter designate in writing to theother.  Any such notice shall be givenonly when received, but if the Participant is no longer an employee of theCorporation, shall be deemed to have been duly given by the Corporation whenenclosed in a properly sealed envelope addressed as aforesaid, registered orcertified, and deposited (postage and registry or certification fee prepaid) ina post office or branch post office regularly maintained by the United StatesGovernment.

 

**12.****       Plan**.  The Award and all rights of the Participantunder 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, incorporatedherein by reference.  In the event of aconflict or inconsistency between

 

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theterms and conditions of this Agreement and of the Plan, the terms andconditions of the Plan shall govern.  TheParticipant agrees to be bound by the terms of the Plan and thisAgreement.  The Participant acknowledgeshaving read and understanding the Plan, the Prospectus for the Plan, and thisAgreement.  Unless otherwise expresslyprovided in other sections of this Agreement, provisions of the Plan thatconfer discretionary authority on the Administrator do not (and shall not bedeemed to) create any rights in the Participant unless such rights areexpressly set forth herein or are otherwise in the sole discretion of theAdministrator so conferred by appropriate action of the Administrator under thePlan after the date hereof.

 

**13.****       Entire Agreement**.  This Agreement and the Plan togetherconstitute the entire agreement and supersede all prior understandings andagreements, written or oral, of the parties hereto with respect to the subjectmatter hereof.  The Plan and thisAgreement may be amended 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 Participant hereunder,but no such waiver shall operate as or be construed to be a subsequent waiverof the same provision or a waiver of any other provision hereof.

 

**14.****       Limitationon Participant’s Rights. **Participationin the Plan****confers no****rightsor interests other than as herein provided. This Agreement creates only a contractual obligation on the part of theCorporation as to amounts payable and shall not be construed as creating atrust.  Neither the Plan nor anyunderlying program, in and of itself, has any assets.  The Participant shall have only the rights ofa general unsecured creditor of the Corporation with respect to amountscredited and benefits payable, if any, with respect to the Stock Units, andrights no greater than the right to receive the Common Stock as a general unsecuredcreditor with respect to Stock Units, as and when payable hereunder.

 

**15.****       Counterparts**.  This Agreement may be executed simultaneouslyin any number of counterparts, each of which shall be deemed an original butall of which together shall constitute one and the same instrument.

 

**16.****       Section Headings**.  The section headings of this Agreementare for convenience of reference only and shall not be deemed to alter oraffect any provision hereof.

 

**17.****       Governing Law**.  This Agreement shall be governed by andconstrued and enforced in accordance with the laws of the State of Delawarewithout regard to conflict of law principles thereunder.

 

**18.****       Construction**.  It is intended that the terms of the Awardwill not result in the imposition of any tax liability pursuant to Section 409Aof the Code.  This Agreement shall beconstrued 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 aduly authorized officer and the Participant has hereunto set his or her hand asof the date and year first above written.

 
| **UNIVISION  COMMUNICATIONS INC.,  a Delaware corporation** | **PARTICIPANT** |
|-------------------------------------------------------------|-----------------|
| ** **                                                  | ** **      |
| By:                                                         | ** **      | ** ** | ** ** | ** ** |
| ** **                                                  | *Signature*     |
| Print Name:                                                 | ** **      | ** ** | ** ** |
| ** **                                                  | ** **      | ** ** |
| Its:                                                        | ** **      | ** ** | *Print Name* |
|                                                             |                 |  |  |  |  |

 

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**CONSENT OF SPOUSE**

 

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

 
| Dated:   |                   | , 2006 |   |
|----------|------------------------|--------|--------|
|     |                   |
|     |                   |   |
|     | *Signature  of Spouse* |
|     |                   |
| * * |                   |   |
| * * | *Print  Name*          |

 

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