Exhibit 10.2


 


Entercom
Communications Corp.


Form of
Grant Instrument of Restricted Stock to Non-Employee Directors


 


This RESTRICTED STOCK GRANT (the “Instrument”), dated as of                         
(the “Date of Grant”), is
delivered by Entercom Communications Corp. (the “Company”) to                             
(the “Grantee”).


 


RECITALS


 


A.                                   The Entercom Equity
Compensation Plan (the “Plan”)
provides for the grant of restricted stock to directors, employees and certain
consultants and advisors of the Company, in accordance with the terms and
conditions of the Plan. A copy of the Plan’s “Prospectus”,
as required under Section 10(a) of the Securities Act of 1933, is
attached.


 


B.                                     The committee (the
“Committee”) appointed by the
Board of Directors of the Company (the “Board”)
to administer the Plan has determined that it is to the advantage and interest
of the Company to make a restricted stock grant as an inducement for the
Grantee to continue as an employee of the Company and to promote the best
interests of the Company and its shareholders.


 


C.                                     This grant is
subject to the terms of the Plan, which are hereby incorporated into this
Agreement by this reference. The Plan is administered by the Committee.


 


NOW, THEREFORE, the parties to this
Instrument, intending to be legally bound hereby, agree as follows:


 


1.                                       Restricted
Stock Grant. Subject to the terms and conditions set forth in this
Instrument and in the Plan, the Company hereby grants to the Grantee right to
receive              
shares of Class A common stock of the Company (“Restricted Stock”). The shares of Restricted Stock may not
be transferred by the Grantee or subjected to any security interest until the
shares have become vested pursuant to this Agreement and the Plan.


 


2.                                       Vesting of
Restricted Stock. Subject to the conditions described in Paragraph 1
above:


 


a.                                       The shares of
Restricted Stock shall vest and the restrictions on such shares shall lapse
according to the following schedule, provided and on the condition that the
Grantee has been continuously served as a director of the Company through the
applicable Vesting Date:


 


[Vesting Schedule]


 


b.                                      In addition, if (i) the
Grantee’s End of Service Date (as defined in Paragraph 2(c) below)
is due to the Grantee’s death; or (ii) upon the Grantee’s End of Service
Date the Grantee is willing to serve as a director of the Company but is not
reelected; then the Restricted Stock shall become fully vested. In all other
events and notwithstanding anything herein to the contrary, any shares of
Restricted Stock which have not yet vested at the time of Grantee’s End of
Service Date shall be immediately forfeited, shall not thereafter become vested
and this Grant shall be deemed to have terminated with respect to any such
Restricted Stock.


 


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c.                                       For purposes of
this Grant, Grantee’s End of Service Date, unless otherwise specified by the
Committee, shall be the date of cessation of Grantee’s service to the Company
as a director.


 


3.                                       Certificates.
Unless the Committee determines otherwise, certificates representing the
Restricted Stock will not be issued by the Company until the Restricted Stock
vests, including any period of deferral of such vesting. When the Grantee
obtains a vested right to shares of Restricted Stock, a certificate
representing the vested shares shall be issued to the Grantee, free of the
restrictions under this Agreement.


 


4.                                       Certain
Rights During Restriction Period.


 


a.                                       Voting.
During the period before the shares vest, including any period of deferral of
such vesting (the “Restriction Period”)
the Grantee shall not be entitled to vote the shares of Restricted Stock.


 


b.                                      Cash Dividends.
During the Restriction Period, the Grantee shall not be entitled to receive any
cash dividends with respect to the shares of Restricted Stock; provided that
upon vesting of the Restricted Stock, the Company shall pay the Grantee an
amount equal to the aggregate of all dividends which would have been paid on
the Restricted Stock during the Restricted Period but for the foregoing
provision.


 


c.                                       Non-Cash
Dividends; Reclassifications, Split Up; Etc. During the Restriction Period,
in the event of a dividend or distribution payable in stock or other property
or a reclassification, split up or similar event, the shares or other property
issued or declared with respect to the shares of non-vested Restricted Stock
shall be subject to the same terms and conditions relating to vesting as the
shares to which they relate.


 


4.                                       Nonassignability
of Rights. During the Restriction Period, the Restricted Stock may not
be assigned, transferred, pledged or otherwise disposed of by the Grantee. Any
attempt to assign, transfer, pledge or otherwise dispose of the shares contrary
to the provisions hereof, and the levy of any execution, attachment or similar
process upon the shares, shall be null and void and without effect. The rights
and protections of the Company hereunder shall extend to any successors or
assigns of the Company and to the Company’s parents, subsidiaries, and
affiliates. This Agreement may be assigned by the Company without the
Grantee’s consent.


 


5.                                       Change of
Control. The provisions of the Plan applicable to a Change of Control shall
apply to the Restricted Stock, and, in the event of a Change of Control, the
Committee may take such actions as it deems appropriate pursuant to the
Plan.


 


6.                                       Grant Subject
to Plan Provisions. This grant is made pursuant to the Plan, the terms of
which are incorporated herein by reference, and in all respects shall be
interpreted in accordance with the Plan. The grant is subject to the provisions
of the Plan and to interpretations, regulations and determinations concerning
the Plan established from time to time by the Committee in accordance with the
provisions of the Plan, including, but not limited to, provisions pertaining to
(i) rights and obligations with respect to withholding taxes, (ii) the
registration, qualification or listing of the shares, (iii) changes in
capitalization of the Company, (iv) compliance with applicable federal
communications laws, and (v) other requirements of applicable law. The
Committee shall have the authority to interpret and construe the grant pursuant
to the terms of the Plan, and its decisions shall be conclusive as to any
questions arising hereunder.


 


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7.                                       No Employment
or Other Rights. This grant shall not confer upon the Grantee any right to
be retained by or in the employ or service of the Company and shall not
interfere in any way with the right of the Company to terminate the Grantee’s
employment or service at any time. The right of the Company to terminate at
will the Grantee’s employment or service at any time for any reason is
specifically reserved.


 


8.                                       Applicable
Law. The validity, construction, interpretation and effect of this
instrument shall be governed by and construed in accordance with the laws of
the Commonwealth of Pennsylvania, without giving effect to the conflicts of
laws provisions thereof.


 


IN WITNESS WHEREOF, Entercom Communications
Corp. has caused its duly authorized officers to execute and attest this
Instrument, and the Grantee has placed his signature hereon, effective as of
the date of grant.


 


	
   

  	
  ENTERCOM COMMUNICATIONS CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  



 


I hereby accept the grant of Restricted Stock described in this
Instrument. I have read the Entercom Equity Compensation Plan, received the
Plan Prospectus and agree to be bound by the terms of the Plan and this
Instrument.


 


	
   

  	
   

  	
   

  
	
   

  	
  [Grantee]

  
	
   

  	
   

  
	
   

  	
  Date:

  	
   

  	
   

  
				



 


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