EX-10.5



 Exhibit 10.5 

(Non-Senior Executive Form) 

CUMULUS MEDIA INC. 

RESTRICTED STOCK UNIT AGREEMENT 

THIS AGREEMENT is made effective _________ __, 2018 (the “Grant Date”),1
between Cumulus Media Inc., a Delaware corporation (the “Company”), and __________________________ (the “Recipient”). 

WHEREAS, the Company desires to grant to the Recipient an award denominated in units (the “Restricted Stock Units”) of its
Class A common capital stock (the “Common Stock”); and 
 WHEREAS, the Restricted Stock Units are being issued under
and subject to the Company’s Long-Term Incentive Plan (the “Plan”), and any terms used herein have the same meanings as under the Plan (the Recipient being referred to in the Plan as a “Participant”). 

NOW, THEREFORE, in consideration of the following mutual covenants and for other good and valuable consideration, the parties agree as
follows: 
  

	1.	GRANT OF RESTRICTED STOCK UNITS 

 The Company hereby grants to the Recipient ______
Restricted Stock Units upon the terms and conditions and subject to all the limitations and restrictions set forth herein and in the Plan, which is incorporated herein by reference. The Recipient acknowledges receipt of a copy of the Plan. Each
Restricted Stock Unit is a notional amount that represents one share of the Company’s Common Stock. Each Restricted Stock Unit constitutes the right, subject to the terms, conditions and vesting schedule of the Plan and this Agreement, to
receive a distribution of one share of Common Stock. 
  

	2.	PURCHASE PRICE 

 The purchase price of the Restricted Stock Units is zero Dollars per
share. 
  

	3.	AWARDS SUBJECT TO ACCEPTANCE OF AGREEMENT. 

 The Award granted hereunder shall be null
and void unless the Recipient accepts this Agreement by executing it in the space provided below and returning it to the Company. 
  

	4.	RIGHTS AS A STOCKHOLDER. 

 The Recipient shall not have any rights of a stockholder as a
result of receiving an Award under this Agreement, including, but not limited to, any right to vote the shares of Common Stock to be issued hereunder, unless and until (and only to the extent that) the Restricted Stock Units have vested and the
shares of Common Stock thereafter distributed pursuant to Paragraphs 5 and 6 hereof. 
  

	1 	To be the Emergence Date. 









	5.	VESTING OF RESTRICTED STOCK UNITS. 

 Fifty percent (50%) of the Restricted Stock Units
shall be designated as performance-based Restricted Stock Units (the “Performance RSUs”), and fifty percent (50%) shall be designated as time-based Restricted Stock Units (the “Time-Based RSUs”). Subject to the Plan
and this Agreement, the Restricted Stock Units shall vest as follows: 
  

	 	(a)	Subject to the terms of Paragraph 5(c), the Performance RSUs shall vest in three substantially equal annual installments upon each of December 31, 2018, December 31, 2019, and December 31,
2020, subject to the Company’s attaining or exceeding the following EBITDA (as hereinafter defined) targets for the applicable year: 

  

			
	 EBITDA target
	  	 Year Ending

	 3 $236 million
	  	December 31, 2018
	 3 $246 million
	  	December 31, 2019
	 3 $270 million
	  	December 31, 2020

 If less than ninety percent (90%) of the EBITDA target for a given year is attained, the Performance RSUs that
were otherwise eligible to vest in respect of such year shall be forfeited in their entirety. If at least ninety percent (90%), but less than one hundred percent (100%), of the EBITDA target for a given year is attained, then a percentage of the
Performance RSUs eligible to vest in respect of such year shall become vested, with the vested percentage to be determined by linear interpolation between ninety percent (90%) attainment of EBITDA (in which case fifty percent (50%) of the
Performance RSUs eligible to vest in respect of such year will vest) and one hundred percent (100%) attainment of the EBITDA targets (in which case one hundred percent (100%) of the Performance RSUs eligible to vest in respect of such year will
vest). If one hundred percent (100%) or more of the EBITDA target for a given year is attained, the Performance RSUs that were otherwise eligible to vest in respect of such year shall vest in their entirety. 

For purposes of this Agreement, “EBITDA” shall mean the Company’s earnings before interest, taxes, depreciation and
amortization for a fiscal year as determined by the Committee, and as adjusted to exclude the impact of any extraordinary items as deemed appropriate by the Company. 
  

	 	(b)	Subject to the terms of Paragraph 5(c), thirty percent (30%) of the Time-Based RSUs shall vest on each of the first two anniversaries of the Grant Date, and an additional twenty percent (20%) shall thereafter vest on
each of the third and fourth anniversaries of the Grant Date. 


  
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	 	(c)	The Recipient must be employed by the Company at all times from the Grant Date through the applicable Vesting Date (as hereinafter defined) in order to vest in the tranche of the Performance RSUs or the Time-Based RSUs
vesting as of such date. Upon a termination of the Recipient’s employment with the Company for any reason or no reason, all vesting of the Time-Based RSUs, and the Performance RSUs as to which the performance year has not ended, shall cease,
and any unvested Restricted Stock Units shall be forfeited; provided, that if such termination (other than an involuntary termination for Cause) occurs following the completion of a performance year, but prior to the determination of the
Company’s EBITDA for such year, the Performance RSUs otherwise eligible to vest in respect of such year shall remain outstanding and eligible to vest as of the date on which the Company’s attainment of the EBITDA target is determined. The
foregoing notwithstanding, if the Recipient’s employment with the Company terminates by virtue of the Recipient’s (i) termination by the Company without Cause; (ii) voluntary resignation for Good Reason;
(iii) death; or (iv) Disability (a termination of employment for any of the reasons set forth in the immediately preceding subsections (i) through (iv) to be referred to herein as a “Qualifying
Termination”), then (x) the vesting of the outstanding and unvested (if any) Time-Based RSUs shall be accelerated as of the date of the Qualifying Termination by that number of Time-Based RSUs that would otherwise have vested on
the next succeeding annual Vesting Date, and (y) the Performance RSUs eligible to vest in respect of performance during the year in which the Qualifying Termination occurs (if any) shall remain outstanding and eligible to vest in respect
of performance for the year of termination, and will vest based on the achievement of the applicable EBITDA target for such year. 

  

	 	(d)	Notwithstanding the terms of Paragraphs 5(a), (b) and (c) above, if the Recipient’s services are terminated by the Company without Cause or as the result of the Recipient’s voluntary resignation for Good
Reason, in either instance at any time within the three (3) month period immediately preceding, or the twelve (12) month period immediately following, a Change in Control, one hundred percent (100%) of the Restricted Stock
Units that are (or were) otherwise unvested as of the date the employment terminates shall thereafter become vested. For purposes of this Agreement, a “Change in Control” shall be deemed to occur on the earliest of
(a) the purchase or other acquisition of outstanding shares of the Company’s capital stock by any entity, person or group of beneficial ownership, as that term is defined in rule 13d-3 under the Securities Exchange Act of 1934
(other than the Company or one of its subsidiaries or employee benefit plans), in one or more transactions, such that the holder, as a result of such acquisition, then owns more than 50% of the outstanding capital stock of the Company entitled to
vote for the election of directions (“Voting Stock”); (b) the completion by any entity, person, or group (other than the Company or one of its subsidiaries or employee benefit plans) of a tender offer or an exchange
offer for more than 50% of the outstanding Voting Stock of the Company; and (c) the effective time of (1) a merger or consolidation of the Company with one or more corporations as a result of which the holders of the
outstanding Voting Stock of the Company immediately prior to such merger or consolidation hold less than 50% of the Voting Stock of the surviving or resulting corporation immediately after such merger or consolidation, or (2) a transfer
of all or substantially all of the property or assets of the Company other than to an entity of which the Company owns at least 80% of the Voting Stock, or (3) the approval by the stockholders of the Company of a liquidation or dissolution of
the Company. 


  
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	 	(e)	For purposes of this Agreement, “Good Reason” shall have the meaning ascribed to such term under any employment agreement between the Recipient and the Company and, absent any such definition, Good
Reason shall mean the occurrence of any of the following events without the Recipient’s consent: (i) a material diminution in the Recipient’s base salary, other than in connection with an across the board reduction affecting
the Company’s senior management team; (ii) a material diminution in the Recipient’s duties, authority or responsibilities; or (iii) a change of greater than fifty (50) miles in the geographic location
from which the Recipient primarily performs his or her services on behalf of the Company. The foregoing notwithstanding, no event described above shall constitute Good Reason unless (1) the Recipient gives written notice to the Company
specifying the condition or event relied upon for the Good Reason termination within ninety (90) days following the initial existence of such condition or event; (2) the Company fails to cure the event or condition
constituting Good Reason within thirty (30) days following receipt of the Recipient’s written notice; and (3) the Recipient actually terminates his or her employment within thirty (30) days of the end of such
cure period. 

  

	 	(f)	For purposes of this Agreement, each date on which any portion of the Restricted Stock Units becomes vested pursuant to this Paragraph 5 shall be referred to as a “Vesting Date.” 


 

	6.	SETTLEMENT OF RESTRICTED STOCK UNITS. 

 Subject to the terms of the Plan and this
Agreement, Restricted Stock Units shall be settled in shares of Common Stock. Certificates representing shares of Common Stock will be issued to the Recipient as soon as reasonably practicable following each Vesting Date, but in no event shall the
shares be issued with respect to Performance RSUs later than the date that is two and one-half (2 1⁄2) months following the end of the applicable performance
year. 
  

	7.	WITHHOLDING TAXES. 

  

	 	(a)	As a condition precedent to the delivery to the Recipient of any shares of Common Stock in settlement of the Restricted Stock Units, the Recipient shall, upon request by the Company, pay to the Company such amount of
cash as the Company may require under all applicable federal, state, local or other laws or regulations, to withhold and pay over as income or other withholding taxes (the “Required Tax Payments”) with respect to the Award. If the
Recipient shall fail to advance the Required Tax Payments after request by the Company, the Company may, in its discretion, deduct any Required Tax Payments from any amount then or thereafter payable by the Company to the Recipient.



  
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	 	(b)	The Recipient may elect, subject to Company approval, to satisfy his or her obligation to advance the Required Tax Payments with respect to the Restricted Stock Unit Award by any of the following means: (1) a cash
payment to the Company pursuant to Paragraph 7(a), (2) delivery (either actual delivery or by attestation procedures established by the Company) to the Company of previously owned whole shares of Common Stock (that the Recipient has held for at
least six months prior to the delivery of such shares or that the Recipient purchased on the open market and for which the Recipient has good title, free and clear of all liens and encumbrances) having a Fair Market Value, determined as of the date
the obligation to withhold or pay taxes first arises in connection with the Award (the “Tax Date”), equal to the Required Tax Payments, (3) authorizing the Company to withhold from the shares of Common Stock otherwise to
be delivered to the Recipient pursuant to the Award, a number of whole shares of Common Stock having a Fair Market Value, determined as of the Tax Date, equal to the Required Tax Payments, (4) a cash payment following the
Recipient’s sale of (or by a broker-dealer acceptable to the Company through which the Recipient has sold) a number of shares of Common Stock with respect to which the Required Tax Payments have arisen having a Fair Market Value determined as
of the Tax Date equal to the Required Tax Payments, or (5) any combination of (1), (2), (3) and (4). Any fraction of a share of Common Stock which would be required to satisfy such an obligation shall be disregarded and the remaining
amount due shall be paid in cash by the Recipient. No certificate representing a share of Common Stock shall be delivered until the Required Tax Payments have been satisfied in full. 


 

	8.	COMPLIANCE WITH APPLICABLE LAW. 

 The Restricted Stock Unit Award is subject to the
condition that if the listing, registration or qualification of the shares of Common Stock to be issued upon the vesting of the Award upon any securities exchange or under any law, or the consent or approval of any governmental body, or the taking
of any other action is necessary as a condition of, or in connection with, the settlement of the Restricted Stock Units and delivery of shares hereunder, the Restricted Stock Units subject to the Award shall be settled in cash equal to the Fair
Market Value of the number of shares of Common Stock otherwise deliverable in respect of the Restricted Stock Units then vesting. The Company agrees to use reasonable efforts to effect or obtain any such listing, registration, qualification, consent
or approval. 
  

	9.	FORFEITURE. 

 If the Recipient breaches any noncompetition, nonsolicitation, and/or
assignment of inventions agreement or obligations with the Company, or breaches in any material respect any nondisclosure agreement (each, a “Protective Agreement”), the Company notifies the Recipient of such breach within one
(1) year following the date on which it acquires actual knowledge thereof, and such breach is not cured within the time provided for such cure under such Protective Agreement, if applicable, then, absent a contrary determination by the Board
(or its designee) (i) the Recipient shall immediately forfeit to 

  
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the Company any then-outstanding Restricted Stock Units granted hereunder, whether vested or unvested, and (ii) within ten (10) business days after receiving such notice from the
Company, any Common Stock received pursuant to this Award during the two (2) year period prior to the uncured breach of the Protective Agreement shall be subject to Clawback (as described herein). 

If, while employed by or providing services to the Company or any Affiliate, the Recipient engages in activity that constitutes fraud or other
intentional misconduct and that activity directly results in any financial restatements, then (i) the Recipient shall immediately forfeit to the Company any then-outstanding Restricted Stock Units, whether vested or unvested, and
(ii) within ten (10) business days after receiving notice from the Company, any Common Stock received pursuant to the Award shall be subject to Clawback. In addition, the Company shall retain the right to bring an action at equity or law
to enjoin the Recipient’s activity and recover damages resulting from such activity. Further, to the extent required by Company policy or applicable law (including, without limitation, Section 304 of the Sarbanes-Oxley Act and
Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act) and/or the rules and regulations of the NYSE or any other securities exchange or inter-dealer quotation service on which the Common Stock is listed or quoted, the
Award granted under this Agreement shall also be subject (including on a retroactive basis) to clawback, forfeiture or similar requirements (and such requirements shall be deemed incorporated by reference into this Agreement). 

With respect to any shares of Common Stock subject to “Clawback” hereunder, the Recipient shall (A) forfeit and pay to
Company the entire value realized on the prior sale or transfer of such Common Stock and (B) at the option of the Company, either (x) sell or transfer into the market any shares of such Common Stock then held by the Recipient and forfeit
and pay to Company the entire value realized thereon, or (y) transfer to the Company any shares of such Common Stock for no consideration. The Recipient’s failure to return to the Company any certificate(s) evidencing the shares of Common
Stock required to be returned pursuant to this paragraph shall not preclude the Company from canceling any and all such certificate(s) and shares. Similarly, the Recipient’s failure to pay to the Company any cash required to be paid pursuant to
this paragraph shall not preclude the Company from taking any and all legal action it deems appropriate to facilitate its recovery. 
  

	10.	MISCELLANEOUS PROVISIONS. 

  

	 	(a)	Meaning of Certain Terms. As used herein, the term “vest” shall mean no longer subject to forfeiture (other than as provided in Paragraph 9 above). 


 

	 	(b)	Successors. This Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company and any person or persons, who shall, upon the death of the Recipient, acquire any rights
hereunder in accordance with this Agreement or the Plan. 


  
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	 	(c)	Notices. All notices, requests or other communications provided for in this Agreement shall be made in writing either (a) by personal delivery to the party entitled thereto, (b) by facsimile with
confirmation of receipt, (c) by mailing in the United States through the U.S. Postal Service, or (d) by express courier service, addressed as follows: 


 

					
	To the Company:    	  	Cumulus Media Inc.                    	  	
		  	  
	  	
		  	  
	  	
		  	Attention: General Counsel	  	
			
	To the Recipient:	  	  
	  	
		  	  
	  	
		  	  
	  	

 or to such other address or addresses where notice in the same manner has previously been given or to the last
known address of the party entitled thereto. The notice, request or other communication shall be deemed to be received upon personal delivery, upon confirmation of receipt of facsimile transmission, or upon receipt by the party entitled thereto if
by United States mail or express courier service; provided, however, that if a notice, request or other communication is not received during regular business hours, it shall be deemed to be received on the next succeeding business day of the
Company. 
  

	 	(d)	Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Delaware. 

  

	 	(e)	Counterparts. This Agreement may be executed in two counterparts each of which shall be deemed an original and both of which together shall constitute one and the same instrument. 


 

	 	(f)	Transfers. The Restricted Stock Units granted hereunder shall not be transferable by the Recipient except as the Plan or this Agreement may otherwise provide. 


 

	 	(g)	 Separability; Reformation. It is intended that any amount payable under this Agreement will comply with
Section 409A of the Code, and regulations and guidance related thereto, or will be a short-term deferral that is not subject to Section 409A of the Code, so as not to subject the Recipient to
the payment of any interest or tax penalty that may be imposed under Section 409A of the Code; provided, however, that the Company shall not be responsible for any such interest and tax penalties. If any provision of this Agreement or
the Plan shall be invalid or unenforceable, in whole or in part, or as applied to any circumstance, under the laws of any jurisdiction that may govern for such purpose, or if any 



  
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provision of this Agreement or the Plan needs to be interpreted to comply with the requirements of Section 409A of the Code, then such provision shall be deemed to be modified or restricted,
or so interpreted, to the extent and in the manner necessary to render the same valid and enforceable, or to the extent and in the manner necessary to be interpreted in compliance with such requirements of the Code, either generally or as applied to
such circumstance, or shall be deemed excised from this Agreement or the Plan, as the case may require, and this Agreement or the Plan shall be construed and enforced to the maximum extent permitted by law as if such provision had been originally
incorporated herein as so modified or restricted, or as if such provision had not been originally incorporated herein, as the case may be. 

  

	 	(h)	Waiver of Jury Trial. Each of the parties hereto hereby irrevocably waives any and all right to trial by jury of any claim or cause of action in any legal proceeding arising out of or related to this Agreement or
the transactions or events contemplated hereby or any course of conduct, course of dealing, statements (whether verbal or written) or actions of any party hereto. The parties hereto each agree that any and all such claims and causes of action shall
be tried by a court trial without a jury. Each of the parties hereto further waives any right to seek to consolidate any such legal proceeding in which a jury trial has been waived with any other legal proceeding in which a jury trial cannot or has
not been waived. 

 IN WITNESS WHEREOF, the Company and the Recipient have caused this Agreement to be
executed on its and his or her behalf effective the day and year first above written. 
  

							
	CUMULUS MEDIA INC.	 		 	RECIPIENT:
				
	By:	 	 	 		 	
	Its:	 	 	 		 	 


  
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