Exhibit 10.01


 


APPENDIX B


 


ENTERCOM EQUITY COMPENSATION PLAN


(As Amended through March 24,
2006)


 


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.


 


1

















 


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.


 


2

















 


(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


 


3

















 


(“Non-Employee 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


 


4

















 


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.


 


5

















 


(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


 


6

















 


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


 


7

















 


be
required under any income tax or other law, whether of the United States or any
other jurisdiction, and, in the 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.


 


5.             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


 


8

















 


the
time the SAR is granted. The base amount of each SAR shall be equal to the per
share Exercise Price of the related 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


 


9

















 


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 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


 


10

















 


owner”
(as defined in Rule 13d-3 under the Exchange Act), directly or indirectly,
of securities of the Company representing 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


 


11

















 


not
vested or exercisable) that would impair the use of pooling of interests
accounting treatment, as determined by the Company’s certified public
accountants.


 


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.


 


12

















 


(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


 


13

















 


corporation
who 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.


 


(e)           One-time Option Exchange
Program. The Company may affect a one-time option exchange program (the “Option Exchange Program”), to be commenced
at the discretion of the Compensation Committee of the Board of Directors,
pursuant to which the Company may offer such option holders under the
Plan, as the Compensation Committee may determine, a one-time opportunity
for such option holders to voluntarily exchange all of their outstanding stock
options, with exercise prices equal to or greater than $40.00 per share, for a
lesser number of shares of restricted Class A Common stock of the Company.
The exchange ratio under the Option Exchange Program shall be at least
fifteen-to-one (resulting in an exchange of at least fifteen (15) surrendered
options for each share of restricted stock). All Options surrendered in
connection with the Option Exchange Program (net of new shares of restricted
stock issued in exchange for such options) shall not be available for issuance
under the Plan. Subject to the foregoing, the Compensation Committee shall be permitted
to determine additional restrictions or requirements relating to the Option
Exchange Program.


 


	
   

  	
  ENTERCOM COMMUNICATIONS
  CORP.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name & Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
   

  	
   

  
						



 


14