Exhibit
10.01


 


APPENDIX C


 


ENTERCOM EQUITY COMPENSATION PLAN


(As Amended through February 22,
2005)


 


The purpose of the
Entercom Equity Compensation Plan (the “Plan”)
is to provide (i) designated employees of Entercom Communications Corp. (the “Company”) and its subsidiaries, (ii)
certain consultants and advisors who perform services for the Company or its
subsidiaries and (iii) non-employee members of the Board of Directors of the
Company (the “Board”) with the
opportunity to receive grants of incentive stock options, nonqualified stock
options, stock appreciation rights or restricted stock.  The Company believes that the Plan will
enhance the incentive for participants to contribute materially to the growth
of the Company, thereby benefiting the Company and the Company’s shareholders,
and will align the economic interests of the participants with those of the
shareholders.


 


1.                                       Administration.


 


(a)                                  Committee.  The Plan shall be administered and
interpreted by a committee appointed by the Board (the “Committee”). The Committee shall consist of
two or more persons who may be “outside directors” as defined under Section 162(m)
of the Internal Revenue Code of 1986, as amended (the “Code”) and related Treasury regulations and
“non-employee directors” as defined under Rule 16b-3 under the Securities
Exchange Act of 1934, as amended (the “Exchange
Act”).  However, the Board may
retain the right to ratify, approve or amend any grants as it deems
appropriate.  If the Board requires
ratification or approval of a grant and the grant is not ratified or approved
by the Board, such grant shall not be effective.  Before an initial public offering of the
Company’s stock as described in Section 20(b) (a “Public Offering”), the Plan may be
administered by the Board.  If the Board
administers the Plan during a period prior to a Public Offering, references in
the Plan to the “Committee” shall be deemed to refer to the Board during but
only for such period.


 


(b)                                 Committee
Authority.  Subject to
ratification or approval by the Board if the Board retains such right pursuant
to subsection (a) above, the Committee shall have the sole authority to
(i) determine the individuals to whom grants shall be made under the Plan, (ii)
determine the type, size and terms of the grants to be made to each such
individual, (iii) determine the time when grants will be made and the
commencement and duration of any applicable exercise or restriction period,
including the criteria for exercisability and the acceleration of
exercisability and (iv) deal with any other matters arising under the Plan.


 


(c)                                  Committee
Determinations.  Subject to
ratification, approval or amendment by the Board if the Board retains such
right pursuant to subsection (a) above, the Committee shall have full
power and authority to administer and interpret the Plan, to make factual
determinations and to adopt or amend such rules, regulations, agreements and
instruments for implementing the Plan and for the conduct of its business as it
deems necessary or advisable, in its sole discretion.  Subject to ratification, approval or
amendment by the Board if the Board retains such right pursuant to subsection (a)
above, the Committee’s interpretations of the Plan and all determinations made
by the Committee pursuant to the powers vested in it hereunder shall be
conclusive and binding on all persons having any interest in the Plan or in any
awards granted hereunder.  All powers of
the Committee shall be executed in its sole discretion, in the best interest of
the Company, not as a fiduciary, and in keeping with the objectives of the Plan
and need not be uniform as to similarly situated individuals.


 


(d)                                 Delegation of
Authority. 
Notwithstanding the foregoing, the Committee may delegate to the Chief
Executive Officer of the Company the authority to make grants under the Plan to
employees and Key Advisors (as defined herein) of the Company and its
subsidiaries who are not subject to the restrictions of Section 16(b) of
the Exchange Act and who are not expected to be subject to the limitations of Section 162(m)
of the Code.  The grant of authority
under this subsection 1(d) shall be subject to such conditions and
limitations as may be determined by the Committee, subject to ratification and
approval by the Board if the Board retains such right pursuant to subsection (a)
above.  If the Chief Executive Officer
makes grants pursuant to the delegated authority under this subsection (d),
references in the Plan to the “Committee,” as they relate to making such grants
(but not to the subsequent administration of such grants), shall be deemed to
refer to the Chief Executive Officer.


 


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2.                                       Shares
Subject to the Plan and Types of Grants


 


Before a Public
Offering, awards may be made under the Plan with respect to shares of
non-voting common stock of the Company, and after a Public Offering, awards may
be made with respect to shares of Class A common stock of the Company.  The term “Company Stock” means, before a
Public Offering, non-voting common stock of the Company and, after a Public
Offering, Class A common stock of the Company. 
Awards under the Plan may consist of grants of (a) incentive stock
options as described in Section 5 (“Incentive
Stock Options”), (b) nonqualified stock options as described in Section 5
(“Nonqualified Stock Options”)
(Incentive Stock Options and Nonqualified Stock Options are collectively
referred to as “Options”), (c)
restricted stock as described in Section 6 (“Restricted Stock”) and (d) stock appreciation rights as
described in Section 7 (“SARs”)
(all such awards being hereinafter collectively referred to as “Grants”). 
All Grants shall be subject to the terms and conditions set forth herein
and to such other terms and conditions consistent with this Plan as the
Committee deems appropriate and as are specified in writing by the Committee to
the individual in a grant instrument or an amendment to the grant instrument
made in conformance with the Plan (the “Grant
Instrument”).  The Committee
shall approve the form and provisions of each Grant Instrument.  Grants under a particular Section of the
Plan need not be uniform as among the Grantees (as defined below) or among any
class or grouping of Grantees.


 


3.                                       Limitations
on the Number of Shares Subject to the Plan


 


(a)                                  Limitations.  The aggregate number of shares of Company
Stock that may be issued or transferred pursuant to Grants under the Plan shall
be 8,500,000  (1)  subject to adjustment as described in
subsection (b) below.  In addition
to the foregoing, subject to adjustment as described in subsection (b)
below, commencing on January 1, 2006 and each anniversary thereafter
during the term of the Plan, the number of shares of Company Stock that may be
issued or transferred pursuant to Grants under the Plan shall be increased by
(i) 1,500,000 shares of Company Stock or (ii) a lesser amount determined by the
Board.  As a further limitation, subject
to adjustment as described in subsection (b) below, the aggregate number
of shares of Company Stock that may be subject to Grants of Incentive Stock
Options shall not exceed 1,850,000 shares, and the aggregate number of shares
of Company Stock that may be subject to Restricted Stock Grants shall not
exceed 2,000,000.  Subject to adjustment
as described in subsection (b) below, the aggregate number of shares of
Company Stock that may be subject to Grants made under the Plan to any
individual during any calendar year shall not exceed 925,000 shares.  The shares may be authorized but unissued
shares of Company Stock or reacquired shares of Common Stock, including shares
purchased by the Company on the open market for purposes of the Plan.  If and to the extent Options or SARs granted
under the Plan terminate, expire or are canceled, forfeited, exchanged or
surrendered without having been exercised, or if any shares of Restricted Stock
are forfeited, the shares subject to such Grants shall again be available for
purposes of the Plan.


 


(b)                                 Adjustments.  If there is any change in the number or kind
of shares of Company Stock outstanding (i) by reason of a stock dividend,
spinoff, recapitalization, stock split, or combination or exchange of shares,
(ii) by reason of a merger, reorganization or consolidation in which the
Company is the surviving corporation, (iii) by reason of a reclassification or
change in par value, or (iv) by reason of any other extraordinary or unusual
event affecting the outstanding Company Stock without the Company’s receipt of
consideration, or if the value of outstanding shares of Company Stock is
substantially reduced as a result of a spinoff or the Company’s payment of an
extraordinary dividend or distribution, the maximum number of shares of Company
Stock available for Grants, the maximum number of shares of Company Stock that
any individual participating in the Plan may be granted in any year, the number
of shares covered by outstanding Grants, the kind of shares issued under the
Plan, and the price per share of such Grants may be appropriately adjusted by
the Committee to reflect any increase or decrease in the number of, or change in
the kind or value of, issued shares of Company Stock to preclude, to the extent
practicable, the enlargement or dilution of rights and benefits under such
Grants; provided, however, that any fractional shares resulting from such
adjustment shall be eliminated.  Any
adjustments determined by the Committee shall be final, binding and conclusive.


 










(1)          Increased
by 1,135,011 shares, from 7,364,989 to 8,500,000 by approval of the Board on February 22,
2005, subject to shareholder approval of such increase being obtained on or
before February 22, 2006.


 


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(c)                                  Provisions
Applicable to Section 162(m) Participants


 


(i)                                     The Committee,
in its discretion, may determine whether a Grant is to qualify as
performance-based compensation as described in Section 162(m)(4)(C) of the
Code.


 


(ii)                                  Notwithstanding
anything in the Plan to the contrary, the Committee (provided it is comprised
solely of two or more “outside directors” as defined under Section 162(m)
of the Code) may award any Grant to a Section 162(m) Participant,
including Restricted Stock the restrictions with respect to which lapse upon
the attainment of performance goals which are related to one or more of the
Performance Criteria.


 


(iii)                               To the extent necessary to
comply with the performance-based compensation requirements of Section 162(m)(4)(C)
of the Code, with respect to any Restricted Stock granted under the Plan to one
or more Section 162(m) Participants, no later than ninety (90) days
following the commencement of any fiscal year in question or any other
designated fiscal period or period of service (or such other time as may be
required or permitted by Section 162(m) of the Code), the Committee shall,
in writing, (i) designate one or more Section 162(m) Participants, (ii)
select the Performance Criteria applicable to the fiscal year or other
designated fiscal period or period of service, (iii) establish the various
performance targets, in terms of an objective formula or standard, and amounts
of such Restricted Stock which may be earned for such fiscal year or other
designated fiscal period or period of service, and (iv) specify the
relationship between Performance Criteria and the performance targets and the
amounts of Restricted Stock to be earned by each Section 162(m)
Participant for such fiscal year or other designated fiscal period or period of
service.  Following the completion of
each fiscal year or other designated fiscal period or period of service, the
Committee shall certify in writing whether the applicable performance targets
have been achieved for such fiscal year or other designated fiscal period or
period of service.  In determining the
amount earned by a Section 162(m) Participant, the Committee shall have
the right to reduce (but not to increase) the amount payable at a given level
of performance to take into account additional factors that the Committee may
deem relevant to the assessment of individual or corporate performance for the
fiscal year or other designated fiscal period or period of service.


 


(iv)                              Furthermore,
notwithstanding any other provision of the Plan, any Grant awarded to a Section 162(m)
Participant and that is intended to qualify as performance-based compensation
as described in Section 162(m)(4)(C) of the Code shall be subject to any
additional limitations set forth in Section 162(m) of the Code (including
any amendment to Section 162(m) of the Code) or any regulations or rulings
issued thereunder that are requirements for qualification as performance-based
compensation as described in Section 162(m)(4)(C) of the Code, and the
Plan shall be deemed amended to the extent necessary to conform to such
requirements.


 


(v)                                 For purposes of
the Plan,


 


(A)                              “Performance
Criteria” shall mean the following business criteria with respect to the
Company, any subsidiary or any division or operating unit: (a) net income, (b)
pre-tax income, (c) operating income, (d) cash flow, (e) earnings per share,
(f) return on equity, (g) return on invested capital or assets, (h) cost
reductions or savings, (i) funds from operations, (j) appreciation in the fair
market value of Company Stock, and (k) earnings before any one or more of the
following items: interest, taxes, depreciation or amortization; each as
determined in accordance with generally accepted accounting principles or
subject to such adjustments as may be specified by the Committee.


 


(B)                                “Section 162(m)
Participant” shall mean any key Employee designated by the Committee as a
key Employee whose compensation for the fiscal year in which the key Employee
is so designated or a future fiscal year may be subject to the limit on
deductible compensation imposed by Section 162(m) of the Code.


 


4.                                       Eligibility
for Participation


 


(a)                                  Eligible
Persons.  All employees of the Company
and its subsidiaries (“Employees”),
including Employees who are officers or members of the Board, and members of
the Board who are not Employees (“Non-Employee


 


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Directors”) shall be
eligible to participate in the Plan. 
Consultants and advisors who perform services for the Company or any of
its subsidiaries (“Key Advisors”)
shall be eligible to participate in the Plan if the Key Advisors are natural
persons rendering bona fide services and such services are not in connection
with the offer or sale of securities in a capital-raising transaction.


 


(b)                                 Selection of
Grantees.  The
Committee shall select the Employees, Non-Employee Directors and Key Advisors
to receive Grants and shall determine the number of shares of Company Stock subject
to a particular Grant in such manner as the Committee determines.  Employees, Key Advisors and Non-Employee
Directors who receive Grants under this Plan shall hereinafter be referred to
as “Grantees.”


 


5.                                       Granting of
Options


 


(a)                                  Number of
Shares.  The Committee shall determine
the number of shares of Company Stock that will be subject to each Grant of
Options to Employees, Non-Employee Directors and Key Advisors.


 


(b)                                 Type of Option
and Price.


 


(i)                                     The Committee
may grant Incentive Stock Options which are intended to qualify as “incentive
stock options” within the meaning of Section 422 of the Code or
Nonqualified Stock Options which are not intended so to qualify or any
combination of Incentive Stock Options and Nonqualified Stock Options, all in
accordance with the terms and conditions set forth herein.  Incentive Stock Options may be granted only
to Employees.  Nonqualified Stock Options
may be granted to Employees, Non-Employee Directors and Key Advisors.


 


(ii)                                  The purchase
price (the “Exercise Price”) of
Company Stock subject to an Option shall be determined by the Committee and may
be equal to, greater than, or less than the Fair Market Value (as defined
below) of a share of Company Stock on the date the Option is granted; provided,
however, that (x) the Exercise Price of an Incentive Stock Option shall be
equal to, or greater than, the Fair Market Value of a share of Company Stock on
the date the Incentive Stock Option is granted; (y) an Incentive Stock Option
may not be granted to an Employee who, at the time of grant, owns stock
possessing more than 10% of the total combined voting power of all classes of
stock of the Company or any parent or subsidiary of the Company, unless the
Exercise Price per share is not less than 110% of the Fair Market Value of
Company Stock on the date of grant and (z) in the event that the Exercise Price
of an Option is below the Fair Market Value per share on the date of grant,
such Option may also include limitations regarding the exercise of such Option
and may provide that such exercise is subject to certain terms and
restrictions, including a prior election by the Grantee, to the extent such
terms and restrictions are required so as not cause the Option or the shares of
Company Stock issuable pursuant to the exercise of such Option to be includable
in the gross income of the Grantee under Section 409A of the Code prior to
such times or occurrence of such events, as permitted by the Code and the
regulations and other guidance thereunder (including, without limitation, Section 409A
of the Code, and the regulations and other guidance issued by the Secretary of
the Treasury thereunder).


 


(iii)                               If the Company
Stock is publicly traded, then the Fair Market Value per share shall be
determined as follows: (x) if the principal trading market for the Company
Stock is a national securities exchange or the Nasdaq National Market, the last
reported sale price thereof on the relevant date or (if there were no trades on
that date or if the Committee determines otherwise in its discretion) the
latest preceding date upon which a sale was reported, or (y) if the Company
Stock is not principally traded on such exchange or market, the mean between
the last reported “bid” and “asked” prices of Company Stock on the relevant
date, as reported on Nasdaq or, if not so reported, as reported by the National
Daily Quotation Bureau, Inc. or as reported in a customary financial reporting
service, as applicable and as the Committee determines.  If the Company Stock is not publicly traded
or, if publicly traded but not subject to reported transactions or “bid” or “asked”
quotations as set forth above, the Fair Market Value per share shall be as
determined by the Committee.


 


(c)                                  Option Term.  The Committee shall determine the term of
each Option.  The term of any Option
shall not exceed ten years from the date of grant.  However, an Incentive Stock Option which is
granted to an


 


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Employee who, at the time of
grant, owns stock possessing more than 10% of the total combined voting power
of all classes of stock of the Company, or any parent or subsidiary of the
Company, may not have a term that exceeds five years from the date of grant.


 


(d)                                 Exercisability
of Options.  Options
shall become exercisable in accordance with such terms and conditions,
consistent with the Plan, as may be determined by the Committee and specified
in the Grant Instrument.  The Committee
may accelerate the exercisability of any or all outstanding Options at any time
for any reason, and such acceleration need not be uniform as among any class or
grouping of Grantees.  Notwithstanding
the foregoing, a Nonqualified Stock Option intended to comply with Section 409A
of the Code pursuant to Subsection (b)(ii) above shall be exercisable at
such times as are permitted under Section 409A of the Code and shall not
be accelerated to the extent such acceleration would not comply with Section 409A
of the Code.


 


(e)                                  Termination of
Employment, Disability or Death.


 


(i)                                     Except as
provided below, an Option may only be exercised while the Grantee is employed
by, or providing service to, the Company as an Employee, Key Advisor or member
of the Board.  In the event that a
Grantee ceases to be employed by, or provide service to, the Company for any
reason other than a Disability (as defined in subsection (v) below),
death, or termination for Cause (as defined in subsection (v) below), any
Option which is otherwise exercisable by the Grantee shall terminate unless
exercised within 90 days after the date on which the Grantee ceases to be
employed by, or provide service to, the Company (or within such other period of
time as may be specified by the Committee), but in any event no later than the
date of expiration of the Option term. 
Except as otherwise provided by the Committee, any of the Grantee’s
Options which are not otherwise exercisable as of the date on which the Grantee
ceases to be employed by, or provide service to, the Company shall terminate as
of the date such employment or service ceased.


 


(ii)                                  In the event
the Grantee ceases to be employed by, or provide service to, the Company on
account of a termination for Cause by the Company, any Option held by the
Grantee shall terminate as of the date and time the Grantee ceases to be
employed by, or provide service to, the Company.  In addition, notwithstanding any other
provisions of this Section 5, if the Grantee has engaged in conduct that
constitutes Cause at any time while the Grantee is employed by, or providing
service to, the Company or after the Grantee’s termination of employment or
service, any Option held by the Grantee shall immediately terminate.  In the event the Grantee has engaged in
conduct that constitutes Cause, in addition to the immediate termination of all
Grants, the Grantee shall automatically forfeit all shares underlying any
exercised portion of an Option for which the Company has not yet delivered the
share certificates, upon refund by the Company of the Exercise Price paid by
the Grantee for such shares (subject to any right of setoff by the Company).


 


(iii)                               In the event
the Grantee ceases to be employed by, or provide service to, the Company
because the Grantee is Disabled, any Option which is otherwise exercisable by
the Grantee shall terminate unless exercised within one year after the date on
which the Grantee ceases to be employed by, or provide service to, the Company
(or within such other period of time as may be specified by the Committee), but
in any event no later than the date of expiration of the Option term.  Except as otherwise provided by the
Committee, any of the Grantee’s Options which are not otherwise exercisable as
of the date on which the Grantee ceases to be employed by, or provide service
to, the Company shall terminate as of the date such employment or service ceased.


 


(iv)                              If the Grantee
dies while employed by, or providing service to, the Company or within 90 days
after the date on which the Grantee ceases to be employed or provide service on
account of a termination specified in Section 5(e)(i) above (or within such
other period of time as may be specified by the Committee), any Option which is
otherwise exercisable by the Grantee as of the date of his or her death shall
terminate unless exercised within one year after the date on which the Grantee
ceases to be employed by, or provide service to, the Company (or within such
other period of time as may be specified by the Committee), but in any event no
later than the date of expiration of the Option term.  Except as otherwise provided by the
Committee, any of the Grantee’s Options which are not otherwise exercisable as
of the date on which the Grantee ceases to be employed by, or provide service
to, the Company shall terminate as of the date such employment or service
ceased.


 


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(v)                                 For purposes of
this Section 5(e) and Section 6:


 


(A)                              The term “Company”
shall mean the Company and its parent and subsidiary corporations.


 


(B)                                “Employed by,
or provide service to, the Company” shall mean employment or service as an
Employee, Key Advisor or member of the Board (so that, for purposes of
exercising Options and SARs and satisfying conditions with respect to
Restricted Stock, a Grantee shall not be considered to have terminated
employment or service until the Grantee ceases to be an Employee, Key Advisor
or member of the Board), unless the Committee determines otherwise in the Grant
Instrument.


 


(C)                                “Disability” or
“Disabled” shall mean a Grantee’s becoming disabled within the meaning of Section 22(e)(3)
of the Code.


 


(D)                               “Cause” shall
mean, except to the extent specified otherwise by the Committee or separately
defined in a written employment or similar agreement between a Grantee and the
Company, a finding by the Committee that, before or after termination of
employment or service, the Grantee (i) has engaged in fraud, embezzlement,
theft, commission of a felony or proven dishonesty in the course of his or her
employment or service, (ii) has breached any provision of his or her employment
or service contract with the Company, including, without limitation, any
covenant against competition and/or raiding of the Company’s Employees,
Non-Employee Directors or Key Advisors, or (iii) has disclosed trade secrets or
confidential information of the Company to persons not entitled to receive such
information.


 


(f)                                    Exercise of
Options.  A Grantee may exercise an
Option which has become exercisable, in whole or in part, by delivering a
notice of exercise to the Company with payment of the Exercise Price.  The Grantee shall pay the Exercise Price for
an Option as specified by the Committee (x) in cash, (y) with the approval of
the Committee, subject to such restrictions as the Committee deems appropriate,
by delivering shares of Company Stock owned by the Grantee (including Company
Stock acquired in connection with the exercise of an Option) and having a Fair
Market Value on the date of exercise equal to the Exercise Price or (z) by such
other method as the Committee may approve, including, after a Public Offering,
payment through a broker in accordance with procedures permitted by Regulation
T of the Federal Reserve Board.  Shares
of Company Stock used to exercise an Option must, unless otherwise determined
by the Committee, have been held by the Grantee for the requisite period of
time to avoid adverse accounting or tax consequences to the Company with
respect to the Option.  The Grantee shall
pay the Exercise Price and the amount of any withholding tax due (pursuant to Section 8)
at the time of exercise.


 


(g)                                 Limits on
Incentive Stock Options.  Each
Incentive Stock Option shall provide that if the aggregate Fair Market Value of
the stock with respect to which Incentive Stock Options are exercisable for the
first time during any calendar year by a Grantee exceeds $100,000, then the
Option, as to the excess, shall be treated as a Nonqualified Stock Option.  For this purpose, the Fair Market Value of
the stock shall be measured on the date of grant of the Option.  All Incentive Stock Options granted to the
Grantee under the Plan or any other stock option plan of the Company or a
parent or subsidiary corporation shall be taken into consideration in
determining whether the foregoing limit has been met.  An Incentive Stock Option shall not be
granted to any person who is not an employee of the Company or a parent or
subsidiary (within the meaning of Section 424(f) of the Code) at the time
of the grant.


 


6.                                       Restricted
Stock Grants


 


The Committee may
issue or transfer shares of Company Stock to an Employee, Non-Employee Director
or Key Advisor under a Grant of Restricted Stock, upon such terms as the
Committee deems appropriate.  The
following provisions are applicable to Restricted Stock:


 


(a)                                  General
Requirements.  Shares of
Company Stock issued or transferred pursuant to Restricted Stock Grants may be
issued or transferred for consideration or for no consideration, as determined
by the


 


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Committee.  The Committee may establish conditions under
which restrictions on shares of Restricted Stock shall lapse over a period of
time or according to such other criteria as the Committee deems
appropriate.  The period of time during
which the Restricted Stock will remain subject to restrictions will be
designated in the Grant Instrument as the “Restriction Period.”


 


(b)                                 Number of
Shares.  The Committee shall determine
the number of shares of Company Stock to be issued or transferred pursuant to a
Restricted Stock Grant and the restrictions applicable to such shares.


 


(c)                                  Requirement of
Employment or Service.  If
the Grantee ceases to be employed by, or provide service to, the Company (as
defined in Section 5(e)) during a period designated in the Grant
Instrument as the Restriction Period, or if other specified conditions are not
met, the Restricted Stock Grant shall terminate as to all shares covered by the
Grant as to which the restrictions have not lapsed, and those shares of Company
Stock must be immediately returned to the Company.  The Committee may, however, provide for complete
or partial exceptions to this requirement as it deems appropriate.


 


(d)                                 Restrictions on
Transfer and Legend on Stock Certificate.  During the Restriction Period, a Grantee may
not sell, assign, transfer, pledge or otherwise dispose of the shares of
Restricted Stock except to a Successor Grantee under Section 9(a).  Each certificate for a share of Restricted
Stock shall contain a legend giving appropriate notice of the restrictions in
the Grant.  The Grantee shall be entitled
to have the legend removed from the stock certificate covering the shares
subject to restrictions when all restrictions on such shares have lapsed.  The Committee may determine that the Company
will not issue certificates for shares of Restricted Stock until all
restrictions on such shares have lapsed, or that the Company will retain
possession of certificates for shares of Restricted Stock until all
restrictions on such shares have lapsed.


 


(e)                                  Right to Vote
and to Receive Dividends. 
Unless the Committee determines otherwise, during the Restriction
Period, the Grantee shall have the right to vote shares of Restricted Stock and
to receive any dividends or other distributions paid on such shares, subject to
any restrictions deemed appropriate by the Committee.


 


(f)                                    Lapse of
Restrictions.  All
restrictions imposed on Restricted Stock shall lapse upon the expiration of the
applicable Restriction Period and the satisfaction of all conditions imposed by
the Committee.  The Committee may waive
any or all restrictions and conditions of a Restricted Stock Grant.  [Unless otherwise determined by the Committee
in the Grant Instrument, all restrictions imposed on Restricted Stock shall
lapse upon the Grantee’s death.]


 


(g)                                 Deferral
Elections by Grantees.  The
Committee may permit a Grantee to elect to defer the receipt of all or a percentage
of the shares of Restricted Stock that would otherwise be transferred to the
Grantee on the future vesting of such shares (the “Deferred Shares”).  Such
election shall be made on the form attached hereto as Exhibit “A” (the “Election Form”) and shall be filed with the
Committee at any time on or before the December 31st of the year prior to
the year in which such Grantee is scheduled to become vested in his or her
Deferred Shares or such earlier date as may be required to comply with Section 409A
of the Code, and the regulations and other guidance issued by the Secretary of
the Treasury thereunder.  All such
deferral elections shall be subject to the following rules and procedures:


 


(i)                                     Recordkeeping.  The Committee shall establish and maintain an
individual account in the name of each Grantee who files an Election Form and
shall credit to such account cash dividends, if any, that are paid on the
Deferred Shares after the restrictions on the Deferred Shares have lapsed.  On the last day of each fiscal year of the
Company, the Committee shall credit earnings to the balance of the Grantee’s
account at a rate of interest as determined from time to time by the Committee
in its sole discretion.


 


(ii)                                  Distributions
of Deferred Shares.  The Committee shall
distribute the Grantee’s Deferred Shares, and earnings thereon, in accordance
with the Participant’s Election Form and the terms of the Plan.  All distributions made by the Committee
pursuant to elections made by the Grantee hereunder shall be subject to applicable
federal, state and local tax withholding and to such other deductions as shall
at the time of such payment be required under any income tax or other law,
whether of the United States or any other jurisdiction, and, in the


 


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case of payments to a
beneficiary, the delivery to the Committee of all necessary documentation as
may be required by the Committee.  Within
two and one half months after receiving notice of a Grantee’s death or
Qualified Disability, the Committee shall distribute any balance of the Grantee’s
Deferred Shares, and earnings thereon, to the Grantee’s designated beneficiary,
if living, or if such designated beneficiary is deceased or the Grantee fails
to designate a beneficiary, to the Grantee’s estate.  If the Grantee ceases to provide service to
the Company for a reason other than the Grantee’s death or Qualified
Disability, the Grantee’s Deferred Shares (to the extent vested) and earnings
thereon shall be distributed to the Grantee in a lump sum at such time as
elected by the Grantee in his or her Election Form which times shall be limited
to the following events:


 


(a)                                  a date specified in such election,


 


(b)                                 the termination of a Grantee,


 


(c)                                  an Unforeseeable Emergency of such
Grantee; or


 


(d)                                 a Change in Control


 


(iii)                               The
distribution provisions of a Grantee’s Election Form may be changed by the
Grantee at any time provided the change is made at least twelve months prior to
the date on which the Deferred Shares, and the earnings thereon, are
distributable to the Grantee and provided further that any such change results
in the earliest distribution of the Deferred Shares, and any earnings,
occurring not earlier than five years following the original scheduled
distribution date or otherwise complies with Section 409A of the Code, and
the regulations and other guidance issued by the Secretary of the Treasury
thereunder.


 


(iv)                              Rights to
Deferred Shares and Earnings.  A Grantee
may not assign his or her claim to Deferred Shares, and the earnings thereon,
during his or her lifetime, except in accordance with Section 9 of the
Plan.  A Grantee’s right to Deferred
Shares and earnings thereon shall at all times constitute an unsecured promise
of the Company to pay benefits as they come due.  The right of the Grantee or his or her
beneficiary to receive benefits hereunder shall be solely an unsecured claim
against the general assets of the Company. 
Neither the Grantee nor his or her beneficiary shall have any claim
against or rights in any specific assets or other fund of the Company.


 


(v)                                 Issuance of and
Voting of Deferred Shares.  In no event
shall the Company issue certificates for Deferred Shares until such shares are
distributed to the Grantee (or his or her designated beneficiary).  In no event shall a Grantee have the right to
vote Deferred Shares until such shares are distributed to the Grantee.


 


(h)                                 Definitions.  For purposes of this Section 6 and Section 7,
the “Unforeseeable Emergency” of a Grantee shall mean a severe financial
hardship to such Grantee resulting from: 
(i) an illness or accident of such Grantee, or the spouse or a dependent
(as defined in Section 152(a) of the Code) of such Grantee, (ii) the loss
of such Grantee’s property due to casualty, or (iii) other similar extraordinary
and unforeseeable circumstances arising as a result of events beyond the
control of such Grantee.  For purposes of
this Section 6 and Section 7, “Qualified
Disability” shall mean the Grantee is “disabled,” as such term is defined in Section 409A of the
Code, and the regulations and other guidance issued by the Secretary of the
Treasury thereunder.  For purposes of
this Section 6 and Section 7, “Change in Control” shall mean a change
in control as defined as in Section 409A of the Code, and the regulations
and other guidance issued by the Secretary of the Treasury thereunder.


 


7.                                       Stock
Appreciation Rights


 


(a)                                  General
Requirements.  The
Committee may grant SARs to an Employee, Non-Employee Director or Key Advisor
separately or in tandem with any Option (for all or a portion of the applicable
Option).  Tandem SARs may be granted
either at the time the Option is granted or at any time thereafter while the
Option remains outstanding; provided, however, that, in the case of an
Incentive Stock Option, SARs may be granted only at the time of the Grant of
the Incentive Stock Option.  The
Committee shall establish the base amount of the SAR at the time the SAR is
granted.  The base amount of each SAR
shall be equal to the per share Exercise Price of the related


 


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Option or, if there is no
related Option, the Fair Market Value of a share of Company Stock as of the
date of Grant of the SAR.


 


(b)                                 Tandem SARs.  In the case of tandem SARs, the number of
SARs granted to a Grantee that shall be exercisable during a specified period
shall not exceed the number of shares of Company Stock that the Grantee may
purchase upon the exercise of the related Option during such period.  Upon the exercise of an Option, the SARs
relating to the Company Stock covered by such Option shall terminate.  Upon the exercise of SARs, the related Option
shall terminate to the extent of an equal number of shares of Company Stock.


 


(c)                                  Exercisability.  An SAR shall be exercisable during the period
specified by the Committee in the Grant Instrument and shall be subject to such
vesting and other restrictions as may be specified in the Grant
Instrument.  The Committee may accelerate
the exercisability of any or all outstanding SARs at any time for any reason,
and such acceleration need not be uniform as among any class or grouping of
Grantees; provided however, that the terms regarding the issuance of payments
pursuant to an SAR for cash shall not be amended, modified or terminated in any
manner which permits the acceleration of the time or schedule of such
issuance of cash.  SARs may only be
exercised while the Grantee is employed by, or providing service to, the
Company or during the applicable period after termination of employment or
service as described in Section 5(e) with respect to Options, and such
exercise shall be under and subject to all of the limitations and termination
and forfeiture provisions applicable to Options under Section 5(e),
including without limitation forfeiture of any SARs and the release of any
obligations of the Company to respond to the exercise of any SARs under the
circumstances set forth in Section 5(e)(ii).  A tandem SAR shall be exercisable only during
the period when the Option to which it is related is also exercisable.


 


(d)                                 Value of SARs
and Time of Distribution.  When
a Grantee exercises SARs, the Grantee shall receive in settlement of such SARs
an amount equal to the value of the stock appreciation for the number of SARs
exercised, payable in cash, Company Stock or a combination thereof; provided,
that the recipient of any SAR that is payable in other than Company Stock may
elect to receive cash issuable pursuant to such SAR only upon one or more of
the following events:


 


(i)                                     a date specified in such election,


 


(ii)                                  the termination of a Grantee,


 


(iii)                               an Unforeseeable Emergency of such
Grantee;


 


(iv)                              a Change in Control;


 


(v)                                 death; or


 


(vi)                              Qualified Disability;


 


(e)                                  provided,
however, in the case of a Grantee who is a “key employee” as defined in Code Section 416(i)
(determined without regard to paragraph (5) thereof) of the Company, the
payment issuable pursuant to such Grantee’s termination shall not be made
before the date which is six (6) months after the date of such termination.


 


(f)                                    Stock
Appreciation Amount.  The stock
appreciation for an SAR is the amount by which the Fair Market Value of the
underlying Company Stock on the date of exercise of the SAR exceeds the base
amount of the SAR as described in Subsection (a).


 


(g)                                 Form of Payment.  The Committee shall determine whether the
appreciation in an SAR shall be paid in the form of cash, shares of Company
Stock, or a combination of the two, in such proportion as the Committee deems
appropriate; provided, that any SAR that is payable in other than Company Stock
shall contain such terms and provisions as are necessary to comply with Section 409A
of the Code.  For purposes of calculating
the number of shares of Company Stock to be received, shares of Company Stock
shall be valued at their Fair


 


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Market Value on the date of
exercise of the SAR.  If shares of
Company Stock are to be received upon exercise of an SAR, only whole shares of
Company Stock (rounded down to the nearest whole share) shall be issued.


 


8.                                       Withholding
of Taxes


 


(a)                                  Required
Withholding.  All Grants
under the Plan shall be subject to applicable federal (including FICA), state
and local tax withholding requirements. 
The Company may require that the Grantee or other person receiving or
exercising Grants pay to the Company the amount of any federal, state or local
taxes that the Company is required to withhold with respect to such Grants and
may require such payment as a precondition for awarding or exercising such
Grant, or the Company may deduct from other wages paid by the Company the
amount of any withholding taxes due with respect to such Grants.


 


(b)                                 Election to
Withhold Shares.  If the
Committee so permits, a Grantee may elect to satisfy the Company’s income tax
withholding obligation with respect to an Option, SAR or Restricted Stock by
having the Company withhold that number of shares having a Fair Market Value
equal to the minimum amount required to be withheld based on the statutory
withholding rates for federal and state tax purposes that apply to supplemental
taxable income.  The Fair Market Value of
the shares to be withheld shall be determined on the date that the amount of
tax to be withheld is to be determined.  The
election must be in a form and manner prescribed by the Committee and shall be
subject to the prior approval of the Committee.


 


9.                                       Transferability
of Grants


 


(a)                                  Nontransferability
of Grants.  Except as
provided below, only the Grantee may exercise rights under a Grant during the
Grantee’s lifetime.  A Grantee may not
transfer those rights except by will or by the laws of descent and distribution
or, with respect to Grants other than Incentive Stock Options, if permitted in
any specific case by the Committee, pursuant to a domestic relations order (as
defined under the Code or Title I of the Employee Retirement Income Security
Act of 1974, as amended, or the regulations thereunder).  When a Grantee or permitted transferee dies,
the personal representative or other person entitled to succeed to the rights
of the Grantee or permitted transferee (“Successor
Grantee”) may exercise such rights. 
A Successor Grantee must furnish proof satisfactory to the Company of
his or her right to receive the Grant under the Grantee’s will or under the
applicable laws of descent and distribution.


 


(b)                                 Transfer of
Nonqualified Stock Options. Notwithstanding the
foregoing, the Committee may provide, in a Grant Instrument, that a Grantee may
transfer as a gift Nonqualified Stock Options to family members, one or more
trusts for the benefit of family members, or one or more partnerships of which
family members are the only partners, according to such terms as the Committee
may determine; provided that the Grantee receives no consideration for the
transfer of an Option and the transferred Option shall continue to be subject
to the same terms and conditions as were applicable to the Option immediately
before the transfer.


 


10.                                 Shareholder
Agreement


 


Prior to a Public
Offering, the Committee shall, as a condition to any Grant, require that a
Grantee become a party to a shareholder agreement with respect to any Grants
and any Company Stock that may be obtained pursuant thereto.  Such shareholder agreement shall contain the
terms of any then existing shareholder agreement and/or any terms which the
Committee deems appropriate.


 


11.                                 Change of
Control of the Company


 


As used herein, a “Change
of Control” shall be deemed to have occurred if:


 


(a)                                  Any “person”
(as such term is used in Sections 13(d) and 14(d) of the Exchange Act) (other
than persons who are shareholders of the Company on the date the Plan is
adopted) becomes a “beneficial owner” (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the Company
representing


 


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more than 50% of all votes
required to elect a majority of the Board, provided that a Change of Control
shall not be deemed to occur as a result of a change of ownership resulting
from the death of a shareholder;


 


(b)                                 The
consummation by the Company of (i) a merger or consolidation of the Company
with another corporation where the shareholders of the Company, immediately
prior to the merger or consolidation, will not beneficially own, immediately
after the merger or consolidation, shares entitling such shareholders to more
than 50% of all votes required to elect a majority of the board of directors of
the surviving corporation or (ii) the consummation of an agreement (or
agreements) providing for the sale or disposition by the Company of all or
substantially all of the assets of the Company;


 


(c)                                  The
shareholders of the Company approve an agreement providing for a liquidation or
dissolution of the Company; or


 


(d)                                 After a Public
Offering, any person has completed a tender offer or exchange offer for shares
representing more than 50% of all votes required to elect a majority of the
Board.


 


12.                                 Consequences
of a Change of Control


 


(a)                                  Notice and
Acceleration.  Upon a
Change of Control, unless the Committee determines otherwise, (i) the Company
shall provide each Grantee with outstanding Grants written notice of such
Change of Control, (ii) all outstanding Options and SARs shall automatically
accelerate and become fully exercisable and (iii) the restrictions and
conditions on all outstanding Restricted Stock shall immediately lapse.


 


(b)                                 Assumption of
Grants.  Upon a Change of Control where
the Company is not the surviving corporation (or survives only as a subsidiary
of another corporation), unless the Committee determines otherwise, all
outstanding Options and SARs that are not exercised shall be assumed by, or
replaced with comparable options and rights by, the surviving corporation.


 


(c)                                  Other
Alternatives. 
Notwithstanding the foregoing, subject to subsection (d) below, in
the event of a Change of Control, the Committee may take one or both of the
following actions: the Committee may (i) require that Grantees surrender their
outstanding Options and SARs in exchange for a payment by the Company, in cash
or Company Stock as determined by the Committee, in an amount equal to the
amount by which the then Fair Market Value of the shares of Company Stock
subject to the Grantee’s unexercised Options and SARs exceeds the Exercise
Price of the Options or the base amount of the SARs, as applicable, or (ii)
after giving Grantees an opportunity to exercise their outstanding Options and
SARs, terminate any or all unexercised Options and SARs at such time as the
Committee deems appropriate.  Such
surrender or termination shall take place as of the date of the Change of
Control or such other date as the Committee may specify.


 


(d)                                 Committee.  The Committee making the determinations under
this Section 12 following a Change of Control must be comprised of the
same members as those on the Committee immediately before the Change of Control.  If the Committee members do not meet this
requirement, the automatic provisions of subsections (a) and (b) shall apply,
and the Committee shall not have discretion to vary them (except to the extent
Grants are rescinded pursuant to subsection (e) below).


 


(e)                                  Limitations.  Notwithstanding anything in the Plan to the
contrary, in the event of a Change of Control, (i) the Committee (including the
Committee in place before a Change of Control and any Committee convened after
a Change of Control) shall not have the right to take any actions described in
the Plan (including without limitation actions described in Subsection (c)
above) that would make the Change of Control ineligible for pooling of
interests accounting treatment or that would make the Change of Control
ineligible for desired tax treatment if, in the absence of such right, the
Change of Control would qualify for such treatment and the Company (or, if
applicable, the successor entity) intends to use such treatment with respect to
the Change of Control, and (ii) without limiting the foregoing, in such event,
the Committee may rescind any Grants (whether or not vested or exercisable)
that would impair the use of pooling of interests accounting treatment, as
determined by the Company’s certified public accountants.


 


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13.                                 Limitations
on Issuance or Transfer of Shares


 


No Company Stock
shall be issued or transferred in connection with any Grant hereunder unless
and until all legal and contractual restrictions applicable to the issuance or
transfer of such Company Stock have been complied with to the satisfaction of
the Committee.  The Committee shall have
the right to condition any Grant made to any Grantee hereunder on such Grantee’s
undertaking in writing to comply with such restrictions on his or her
subsequent disposition of such shares of Company Stock as the Committee shall
deem necessary or advisable as a result of (i) any applicable law, regulation
or official interpretation thereof, or (ii) the provisions of any stockholder
agreement concerning Company Stock, and certificates representing such shares
shall be legended to reflect any such restrictions.  Certificates representing shares of Company
Stock issued or transferred under the Plan will be subject to such
stop-transfer orders and other restrictions as may be required by applicable
laws, regulations and interpretations, including any requirement that a legend
be placed thereon.


 


14.                                 Amendment
and Termination of the Plan


 


(a)                                  Amendment.  The Board may amend or terminate the Plan at
any time; provided, however, that the Board shall not amend the Plan without
shareholder approval if such approval is required in order for Incentive Stock
Options granted or to be granted under the Plan to meet the requirements of Section 422
of the Code or if, after a Public Offering, such approval is required in order
to exempt compensation under the Plan from the deduction limit under Section 162(m)
of the Code.


 


(b)                                 Termination of
Plan.  No additional Grants shall be
made under the Plan after January 20, 2015 or such earlier date as may be
determined by the Board.  The Plan may be
extended by the Board with the approval of the shareholders.


 


(c)                                  Termination and
Amendment of Outstanding Grants.  A termination or amendment of the Plan that
occurs after a Grant is made shall not materially impair the rights of a
Grantee unless the Grantee consents or unless the Committee acts under Section 20(b).  The termination of the Plan shall not impair
the power and authority of the Committee with respect to an outstanding
Grant.  Whether or not the Plan has
terminated, an outstanding Grant may be terminated or amended under Section 20(b)
or may be amended by agreement of the Company and the Grantee consistent with
the Plan.


 


(d)                                 Governing
Document.  The Plan
shall be the controlling document.  No
other statements, representations, explanatory materials or examples, oral or
written, may amend the Plan in any manner. 
The Plan shall be binding upon and enforceable against the Company and
its successors and assigns.


 


15.                                 Savings
Clause.


 


(a)                                  Notwithstanding
anything to the contrary in the Plan or any Grant, if and to the extent the
Committee shall determine that the terms of any Grant may result in the failure
of the such Grant to comply with the requirements of Section 409A of the
Code, or any applicable regulations or guidance promulgated by the Secretary of
the Treasury in connection therewith, the Committee shall have authority to
take such action to amend, modify, cancel or terminate the Plan or any Grant as
it deems necessary or advisable, including without limitation:


 


(i)                                     amendment or
modification of the Plan or any Grant to conform the Plan or such Grant to the
requirements of Section 409A of the Code or any regulations or other
guidance thereunder (including, without limitation, any amendment or
modification of the terms of any Grant regarding vesting, exercise, or the
timing or form of payment).


 


(ii)                                  cancellation or
termination of any unvested Grant, or portion thereof, without any payment to
the Grantee holding such Grant.


 


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(iii)                               cancellation or
termination of any vested Grant, or portion thereof, with immediate payment to
the Grantee holding such Grant of the amount otherwise payable upon the
immediate exercise of any such Grant, or vested portion thereof, by such
Grantee.


 


(b)                                 Any such
amendment, modification, cancellation, or termination of the Plan or any Grant
may adversely affect the rights of a Grantee with respect to such Grant without
the Grantee’s consent


 


16.                                 Funding of
the Plan


 


This Plan shall be
unfunded and is not intended to be subject to the Employee Retirement Income
Security Act of 1974, as amended.  No
provision contained herein shall be construed to require that (i) the Company
be required to establish any special or separate fund or to make any other
segregation of assets to assure the payment of any Grants under this Plan, or
(ii) interest be paid or accrued on any Grant or on any subsequent distribution
of Company Stock, payment of cash, release or lapse of any restrictions on
Company Stock, or any other distribution or payment of property or cash
pursuant to the exercise of any rights provided by any Grants.


 


17.                                 Rights of
Participants


 


Nothing in this Plan
shall entitle any Employee, Key Advisor, Non-Employee Director or other person
to any claim or right to be awarded a Grant under this Plan.  Neither this Plan nor any action taken
hereunder shall be construed as giving any individual any rights to be retained
by or in the employ of the Company or any other employment rights.


 


18.                                 No
Fractional Shares


 


No fractional
shares of Company Stock shall be issued or delivered pursuant to the Plan or
any Grant.  The Committee shall determine
whether cash, other awards or other property shall be issued or paid in lieu of
such fractional shares or whether such fractional shares or any rights thereto
shall be disregarded or otherwise eliminated.


 


19.                                 Headings


 


Section headings
are for reference only.  In the event of a
conflict between a title and the content of a Section, the content of the Section shall
control.


 


20.                                 Effective
Date of the Plan


 


(a)                                  Effective Date.  Subject to approval by the Company’s
shareholders, the Plan was originally effective on June 24, 1998.  Effective January 21, 2005, but subject
to the approval of the shareholders, the Plan was amended and restated and
extended until January 20, 2015.


 


(b)                                 Public Offering.  The provisions of the Plan that refer to a
Public Offering, or that refer to, or are applicable to persons subject to, Section 16
of the Exchange Act or Section 162(m) of the Code, shall be effective, if
at all, upon the effective date of the initial registration of the Company
Stock under Section 12(g) of the Exchange Act.


 


21.                                 Miscellaneous


 


(a)                                  Grants in
Connection with Corporate Transactions and Otherwise.  Nothing contained in this Plan shall be
construed to (i) limit the right of the Committee to make Grants under this
Plan in connection with the acquisition, by purchase, lease, merger,
consolidation or otherwise, of the business or assets of any corporation, firm
or association, including Grants to employees thereof who become Employees of
the Company, or for other proper corporate purposes, or (ii) limit the right of
the Company to grant stock options or make other awards outside of this
Plan.  Without limiting the foregoing,
the Committee may make a Grant to an employee of another corporation who


 


13





















 


becomes an Employee by
reason of a corporate merger, consolidation, acquisition of stock or property,
reorganization or liquidation involving the Company or any of its subsidiaries
in substitution for a stock option or restricted stock grant made by such
corporation.  The terms and conditions of
the substitute grants may vary from the terms and conditions required by the
Plan and from those of the substituted stock incentives.  The Committee shall prescribe the provisions
of the substitute grants.


 


(b)                                 Compliance with
Law.  The Plan, the exercise of
Options and SARs and the obligations of the Company to issue or transfer shares
of Company Stock under Grants shall be subject to all applicable laws and to
approvals by any governmental or regulatory agency as may be required.  It is the intent of the Company that the Plan
and applicable Grants under the Plan comply with the applicable provisions of Section 162(m)
of the Code (after a Public Offering), Section 422 of the Code (with
respect to Incentive Stock Options) and Section 409A of the Code (with
respect to Grants subject to Section 409A of the Code).  After a Public Offering it is the intent of
the Company, with respect to persons subject to Section 16 of the Exchange
Act, that the Plan and all transactions under the Plan comply with all applicable
provisions of Rule 16b-3 or its successors under the Exchange Act. To the
extent that any legal requirement of Section 162(m), 409A or 422 of the
Code or of Section 16 of the Exchange Act ceases to be required by law or
that the restrictions thereof are liberalized, the Committee may provide, in
its sole discretion, that Plan provisions and restrictions relating to such
legal requirements shall cease to apply or be liberalized, as appropriate.  The Committee may revoke any Grant if it is
contrary to law or modify a Grant to bring it into compliance with any valid
and mandatory government regulation.  The
Committee may also adopt rules regarding the withholding of taxes on payments
to Grantees.  The Committee may, in its
sole discretion, agree to limit its authority under this Section.


 


(c)                                  Communications
Laws.  Notwithstanding any other
provision in the Plan to the contrary, if prior consent to the issuance or
exercise of any Grant hereunder is required for any reason under the
Communications Act of 1934, as amended, and/or the rules, regulations or
policies of the Federal Communications Commission (the “FCC”) or any successor governmental agency
(the “Communications Laws”) in
effect at the time, whether as a consequence of the extent of the current and
proposed holdings of the Grantee, the citizenship or legal qualifications of
the Grantee or for any other reason under the Communications Laws, then no
Grant shall be issued, become effective or be exercised without the Grantee
first obtaining such prior written consent of the FCC or any successor
governmental agency.


 


(d)                                 Governing Law.  The validity, construction, interpretation
and effect of the Plan and Grant Instruments issued under the Plan shall be
governed and construed by and determined in accordance with the laws of the
Commonwealth of Pennsylvania, without giving effect to the conflict of laws
provisions thereof.


 


	
   

  	
  ENTERCOM COMMUNICATIONS
  CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name & Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Date:

  	
   

  	
   

  
						



 


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