EX-10.1 FORM OF RESTRICTED SHARES AGREEMENT






Exhibit 10.1




CUMULUS MEDIA INC.




Form of Restricted Shares Agreement




        WHEREAS,                      (“Grantee”) is an employee of Cumulus Media Inc. (the “Company”);
and



        WHEREAS, the grant of restricted shares evidenced hereby was authorized by a resolution of the
Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of the Company
that was duly adopted on                     .



        NOW, THEREFORE, pursuant to Cumulus Media Inc. 1998 Stock Incentive Plan (the “Plan”) and
subject to the terms and conditions thereof and the terms and conditions hereinafter set forth, the
Company hereby grants to Grantee, effective as of                      (the “Date of Grant”), the right to
receive                      (                    ) shares of the Company’s Class A Common Stock, par value $.01 per
share (the “Common Shares”).




	1.	 	Rights of Grantee. The Common Shares subject to this grant shall be fully paid and
nonassessable and shall be represented by a certificate or certificates registered in
Grantee’s name and endorsed with an appropriate legend referring to the restrictions
hereinafter set forth. Grantee shall have all the rights of a stockholder with respect to
such shares, including the right to vote the shares and receive all dividends paid thereon,
provided that such shares, and any additional shares that Grantee may become entitled to
receive by virtue of a share dividend, a merger or reorganization in which the Company is the
surviving corporation or any other change in the capital structure of the Company, shall be
subject to the restrictions hereinafter set forth.






	2.	 	Restrictions on Transfer of Common Shares. The Common Shares subject to this grant
may not be assigned, exchanged, pledged, sold, transferred or otherwise disposed of by
Grantee, except to the Company, until the Common Shares have become nonforfeitable in
accordance with Section 3 hereof; provided, however, that Grantee’s rights
with respect to such Common Shares may be transferred by will or pursuant to the laws of
descent and distribution. Any purported transfer in violation of the provisions of this
Section 2 shall be null and void, and the purported transferee shall obtain no rights with
respect to such shares.






	3.	 	Vesting of Common Shares.






	 	(a)	 	Subject to the terms and conditions of Sections 3(b), 3(c) and 4 hereof,
Grantee’s right to receive the Common Shares covered by this agreement shall become
nonforfeitable to the extent of one-half (1/2) of the Common Shares covered by this
agreement after Grantee shall have been in the continuous employ of the Company or a
subsidiary for two full years from the Date of Grant and to the extent of an additional
one-fourth (1/4) thereof after each of the next two (2)
successive years thereafter during which Grantee shall have been in the continuous
employ of the Company or a subsidiary. For purposes of this agreement, “subsidiary”
shall mean a corporation, partnership, joint venture, unincorporated association or
other entity in which the Company has a direct or





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	 	 	 	indirect ownership or other equity
interest. For purposes of this agreement, the continuous employment of Grantee with
the Company or a subsidiary shall not be deemed to have been interrupted, and
Grantee shall not be deemed to have ceased to be an employee of the Company or a
subsidiary, by reason of the transfer of his employment among the Company and its
subsidiaries.
	 
	 	(b)	 	Notwithstanding the provisions of Section 3(a) hereof, and unless otherwise
provided for in Grantee’s employment agreement with the Company, upon Grantee’s death
or disability (as defined in Grantee’s employment agreement with the Company) while in
the employ of the Company or any subsidiary, Grantee’s right to receive the Common
Shares covered by this award shall become nonforfeitable, pursuant to the schedule set
forth in Section 3(a), for one year beyond the date of Grantee’s death or disability.
On the first anniversary of the date of such death or disability, Grantee’s right to
receive any remaining Common Shares covered by this agreement shall be forfeited
automatically and without further notice.
	 
	 	(c)	 	Notwithstanding the provisions of Section 3(a) hereof, Grantee’s right to
receive the Common Shares covered by this agreement shall become nonforfeitable upon
any Change in Control (as defined in Grantee’s employment agreement with the Company,
if such employment agreement contemplates a grant of Restricted Shares (as defined in
the Plan); otherwise, as defined in the Plan) of the Company that shall occur while
Grantee is an employee of the Company or a subsidiary.






	4.	 	Forfeiture of Awards. Except as otherwise provided for in Grantee’s employment
agreement with the Company, Grantee’s right to receive the Common Shares covered by this
agreement that are then forfeitable shall be forfeited automatically and without further
notice on the date that Grantee ceases to be an employee of the Company or a subsidiary prior
to the fourth anniversary of the Date of Grant for any reason other than as described in
Section 3(b). Except as otherwise provided for in Grantee’s employment agreement with the
Company, in the event that Grantee shall intentionally commit an act that the Committee
determines to be materially adverse to the interests of the Company or a subsidiary, Grantee’s
right to receive the Common Shares covered by this agreement shall be forfeited at the time of
that determination notwithstanding any other provision of this agreement.
	 
	5.	 	Retention of Certificates. During the period in which the restrictions on transfer
and risk of forfeiture provided in Sections 2 and 4 above are in effect, the certificates
representing the Common Shares covered by this grant shall be retained by the Company,
together with the accompanying stock power signed by Grantee and endorsed in blank.
	 
	6.	 	Compliance with Law. The Company shall make reasonable efforts to comply with all
applicable federal and state securities laws; provided, however, notwithstanding any other
provision of this agreement, the Company shall not be obligated to





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	 	 	issue any of the Common
Shares covered by this agreement if the issuance thereof would result in violation of any
such law. To the extent that the Georgia Securities Act of 1973, as amended, shall be
applicable to this agreement, the Company shall not be obligated to issue any of the Common
Shares or other securities covered by this agreement unless such Common Shares are (a)
exempt from registration thereunder, (b) the subject of a transaction that is exempt from
compliance therewith, (c) registered by description or qualification thereunder or (d) the
subject of a transaction that shall have been registered by description thereunder.
	 
	7.	 	Adjustments. The Committee shall make any adjustments in the number or kind of
shares of stock or other securities covered by this agreement that the Committee may determine
to be equitably required to prevent any dilution or expansion of Grantee’s rights under this
agreement that otherwise would result from any (a) stock dividend, stock split, combination of
shares, recapitalization or other change in the capital structure of the Company, (b) merger,
consolidation, separation, reorganization or partial or complete liquidation involving the
Company or (c) other transaction or event having an effect similar to any of those referred to
in Section 7(a) or 7(b) hereof. Furthermore, in the event that any transaction or event
described or referred to in the immediately preceding sentence shall occur, the Committee may
provide in substitution of any or all of Grantee’s rights under this agreement such
alternative consideration as the Committee may determine in good faith to be equitable under
the circumstances.
	 
	8.	 	Withholding Taxes. To the extent that the Company is required to withhold federal,
state, local or foreign taxes in connection with any delivery of Common Shares to the Grantee,
and the amounts available to the Company for such withholding are insufficient, it shall be a
condition to the receipt of such delivery that the Grantee make arrangements satisfactory to
the Company for payment of the balance of such taxes required to be withheld. The Grantee may
elect that all or any part of such withholding requirement be satisfied by retention by the
Company of a portion of the Common Shares delivered to the Grantee. If such election is made,
the shares so retained shall be credited against such withholding requirement at the Market
Price per Common Share on the date of such delivery. In no event, however, shall the Company
accept Common Shares for payment of taxes in excess of required tax withholding rates, except
that, unless otherwise determined by the Committee at any time, the Grantee may surrender
Common Shares owned for more than six (6) months to satisfy any tax obligations resulting from
any such transaction.
	 
	9.	 	Right to Terminate Employment. No provision of this agreement shall limit in any way
whatsoever any right that the Company or a subsidiary may otherwise have to terminate the
employment of Grantee at any time.
	 
	10.	 	Relation to Other Benefits. Any economic or other benefit to Grantee under this
agreement or the Plan shall not be taken into account in determining any benefits to which
Grantee may be entitled under any profit-sharing, retirement or other benefit or compensation
plan maintained by the Company or a subsidiary and shall not affect the
amount of any life insurance coverage available to any beneficiary under any life insurance
plan covering employees of the Company or a subsidiary.
	 
	11.	 	Amendments. Any amendment to the Plan shall be deemed to be an amendment to this
agreement to the extent that the amendment is applicable hereto; provided, however, that





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	 	 	no
amendment shall adversely affect the rights of Grantee with respect to the Common Shares or
other securities covered by this agreement without Grantee’s consent.
	 
	12.	 	Severability. In the event that one or more of the provisions of this agreement
shall be invalidated for any reason by a court of competent jurisdiction, any provision so
invalidated shall be deemed to be separable from the other provisions hereof, and the
remaining provisions hereof shall continue to be valid and fully enforceable.
	 
	13.	 	Governing Law. This agreement is made under, and shall be construed in accordance
with, the internal substantive laws of the State of Georgia.





[ SIGNATURE PAGE TO FOLLOW ]




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     This agreement is executed by the Company effective as of                                         .



CUMULUS MEDIA INC.




By                                                             

Name:

Title:




     The undersigned Grantee hereby acknowledges receipt of an executed original of this agreement
and accepts the right to receive the Common Shares or other securities covered hereby, subject to
the terms and conditions of the Plan and the terms and conditions herein above set forth.



                                                            

Grantee




Date:                                        




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