Exhibit 10.2


 


Form of
2006 Participant Agreement under


Deferred
Compensation Plan for Directors of Entercom Communications Corp.


 


	
  Entercom
  Communications Corp.

  	
   

  	
  2006 Participation Agreement

  
	
  Deferred
  Compensation Plan For Directors

  	
   

  	
   

  



 


To enroll in the
Entercom Deferred Compensation Plan for Directors, you must complete Sections
A-E of this form.  After completing all
sections that apply, please return this form to our corporate office by December 27, 2005.


 


	
  Name
  (Please Print)

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Last

  	
   

  	
  First

  	
   

  	
  Middle

  



 


  A.  Annual Retainer 2006  Elections


 


    I
elect to receive my annual retainer payment in the form of:


 


Cash (If you elected a cash payment,
complete Section B)


 


Restricted Stock (Please sign under Section F and return
the form). (If you elect restricted stock shares, you may defer receipt of
these shares under the Entercom “Restricted Stock/Deferral Election Agreement.”
A copy of that Election Agreement is attached.)


 


  B.  2006 Cash Elections


 


I do not wish to defer any cash compensation (meeting fees and
cash retainer, if elected) under this plan in 2006 (Please sign under Section F
and return the form).


 


I elect to defer                         %
of my cash compensation paid between January 1, 2006 and December 31,
2006.  Note that your deferral will be recorded
for earnings/losses the 1st of the month following each cash payment
that is deferred.


 










 *Whole percentages only; minimum 1%, maximum 100%


 


**If you choose to defer a percentage
of your cash compensation, complete the following Sections C through F.


 


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  C. 
Deemed Investment Options For Cash Deferral Elections


Allocations must be in increments of 10% and
the total must equal 100%


 


	
  Fund Name

  	
   

  	
  Allocation Percentage

  	
   

  
	
  Vanguard Wellington Fund

  	
   

  	
   

  	
   

  
	
  Vanguard Explorer Fund

  	
   

  	
   

  	
   

  
	
  Vanguard High-Yield Corporate Fund

  	
   

  	
   

  	
   

  
	
  Vanguard Prime Money Market Fund

  	
   

  	
   

  	
   

  
	
  Vanguard 500 Index Fund

  	
   

  	
   

  	
   

  
	
  Vanguard
  PRIMECAP fund

  	
   

  	
   

  	
   

  
	
  Vanguard Asset Allocation Fund

  	
   

  	
   

  	
   

  
	
  Vanguard U.S. Growth Fund

  	
   

  	
   

  	
   

  
	
  Vanguard International Growth Fund

  	
   

  	
   

  	
   

  
	
  Vanguard Total Bond M’kt Index Fund

  	
   

  	
   

  	
   

  
	
  Vanguard Windsor II Fund

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  TOTAL

  	
   

  	
  100

  	
  %

  



 


 


  Please Note: Allocations can only
be changed quarterly.


 


  D.  Distribution of Cash Deferral Account


 


1.     When
my service as a Board Member terminates, I elect to receive my distribution:


 


As soon as
practicable following the date I cease to be a Board Member but not later than December 31st
of same year.


 


The
calendar year immediately following the year in which I cease to be a member of
the Board.


 


The later of the
calendar year in which I cease to be a member of the Board or the calendar year
in which I attain age              (Date
of Birth                              ).


 


2.              Form of Payment
(check one)


 


Lump
Sum


 


Annual Installments
over:


                (Enter
number of years not to exceed 10)


 


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E.              Designation of Beneficiary Survivor
Benefit— If my death occurs prior to the distribution date or prior to
the receipt of all installment distributions, the balance shall be paid in a
single lump sum as soon as practicable as follows:


 


	
  Name

  	
  Relationship

  	
  Birth Date

  	
  %

  	
  o Primary *

   

  o Secondary 
  **

  
	
  Address



  



 


	
  Name

  	
  Relationship

  	
  Birth Date

  	
  %

  	
  o Primary *

   

  o Secondary 
  **

  
	
  Address



  



 


	
  Name

  	
  Relationship

  	
  Birth Date

  	
  %

  	
  o Primary *

   

  o Secondary 
  **

  
	
  Address



  



 


	
  Name

  	
  Relationship

  	
  Birth Date

  	
  %

  	
  o Primary *

   

  o Secondary 
  **

  
	
  Address



  



 


	
  Name

  	
  Relationship

  	
  Birth Date

  	
  %

  	
  o Primary *

   

  o Secondary 
  **

  
	
  Address



  



 


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F.  General
Provisions


 


By signing this Enrollment Agreement, I authorize Entercom
Communications Corp., or its affiliates, to make deductions from the
compensation otherwise payable to me in the amounts specified above.  I understand that these elections are made in
conformation with and subject to the terms of the Plan and that this election
will supersede every prior election.  I
also understand that the Committee shall have full power and authority to
interpret the Plan, to prescribe, amend and rescind any rules, forms and
procedures as it deems necessary or appropriate for the proper administration
of the Plan.  All action taken by the
Committee arising out of, or in connection with, the administration of the Plan
or any rules adopted thereunder, shall, in each case, lie within its sole
discretion, and shall be final, conclusive, and binding upon the Company, the
Board, all Beneficiaries of Board Members and all persons and entities having
an interest therein and the Enrollment Agreement of each Participant shall
constitute that Participant’s acknowledgement and acceptance of the Committee’s
authority and discretion.


 


	
  Signature

  	
  Date

  
	
   

  	
   

  



 


Note: You may change your beneficiary designation (s) at any time by
completing and signing this form.


 


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