Exhibit 10.9


 


NONQUALIFIED STOCK OPTION AWARD AGREEMENT


PURSUANT TO THE


TOWNSQUARE MEDIA, INC. 2014 OMNIBUS
INCENTIVE PLAN


 


* * * * *


 


	Participant: 	 	 
	 	 	 
	Grant Date:	 	 




 


Per Share Exercise Price: $_____


 


Number of Shares subject to this
Option:                                                   


 


* * * * *


 


THIS NON-QUALIFIED
STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered
into by and between Townsquare Media, Inc., a Delaware corporation (the “Company”), and the Participant specified
above, pursuant to the Townsquare Media, Inc. 2014 Omnibus Incentive Plan (the “Plan”), which is administered
by the Committee; and


 


WHEREAS, it
has been determined under the Plan that it would be in the best interests of the Company to grant the Non-Qualified Stock Option
provided for herein to the Participant.


 


NOW, THEREFORE,
in consideration of the mutual covenants and promises hereinafter set forth and for other good and valuable consideration, the
parties hereto hereby mutually covenant and agree as follows:


 


1.          Incorporation
By Reference; Plan Document Receipt. This Agreement is subject in all respects to the terms and provisions of the Plan
(including, without limitation, any amendments thereto adopted at any time and from time to time unless such amendments are expressly
intended not to apply to the Award provided hereunder), all of which terms and provisions are made a part of and incorporated in
this Agreement as if they were each expressly set forth herein. Any capitalized term not defined in this Agreement shall have the
same meaning as is ascribed thereto in the Plan. The Participant hereby acknowledges receipt of a true copy of the Plan and that
the Participant has read the Plan carefully and fully understands its content. In the event of any conflict between the terms of
this Agreement and the terms of the Plan, the terms of the Plan shall control. No part of the Option granted hereby is intended
to qualify as an “incentive stock option” under Section 422 of the Code.


 


2.          Grant
of Option. The Company hereby grants to the Participant, as of the Grant Date specified above, a Non-Qualified Stock Option
(this “Option”) to acquire from the Company at the Per Share
Exercise Price specified above, the aggregate number of shares of Common Stock specified above (the “Option Shares”).
Except as otherwise provided by the Plan,


 



    	 



    	 



    

 


the Participant agrees and understands that nothing contained in this Agreement provides,
or is intended to provide, the Participant with any protection against potential future dilution of the Participant’s interest
in the Company for any reason. The Participant shall have no rights as a stockholder with respect to any shares of Common Stock
covered by the Option unless and until the Participant has become the holder of record of such shares, and no adjustments shall
be made for dividends in cash or other property, distributions or other rights in respect of any such shares, except as otherwise
specifically provided for in the Plan or this Agreement.


 


3.          Vesting
and Exercise.


 


(a)          Vesting.
Subject to the provisions of Sections 3(b) through 3(d) hereof, the Option shall vest and become exercisable as follows: ________.
Upon expiration of the Option, the Option shall be cancelled and no longer exercisable.


 


(b)          Committee
Discretion to Accelerate Vesting. Notwithstanding the foregoing, the Committee may, in its sole discretion, provide for accelerated
vesting of the Option at any time and for any reason


 


(c)          Change
in Control. In the event of a Change in Control, the Option shall become fully vested.


 


(d)          Expiration.
Unless earlier terminated in accordance with the terms and provisions of the Plan and/or this Agreement, all portions of the Option
(whether vested or not vested) shall expire and shall no longer be exercisable after the expiration of ten (10) years from the
Grant Date.


 


4.          Termination.
Subject to the terms of the Plan and this Agreement, the Option, to the extent vested at the time of the Participant’s Termination,
shall remain exercisable as follows:


 


(a)          Termination
due to Death or Disability. In the event of the Participant’s Termination by reason of death or Disability, the vested
portion of the Option shall remain exercisable until the earlier of (i) one (1) year from the date of such Termination, and (ii)
the expiration of the stated term of the Option pursuant to Section 3(d) hereof; provided, however, that in the case
of a Termination due to Disability, if the Participant dies within such one (1) year exercise period, any unexercised Option held
by the Participant shall thereafter be exercisable by the legal representative of the Participant’s estate, to the extent
to which it was exercisable at the time of death, for a period of one (1) year from the date of death, but in no event beyond the
expiration of the stated term of the Option pursuant to Section 3(d) hereof.


 


(b)          Involuntary
Termination Without Cause; Voluntary Termination by Participant. In the event of the Participant’s involuntary Termination
by the Company without Cause or a voluntary Termination by the Participant, the vested portion of the Option shall remain exercisable
until the earlier of (i) ninety (90) days from the date of such Termination, and (ii) the expiration of the stated term of the
Option pursuant to Section 3(d) hereof.


 



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(c)          Termination
for Cause. In the event of the Participant’s Termination for Cause, the Participant’s entire Option (whether or
not vested) shall terminate and expire upon such Termination.


 


(d)          Treatment
of Unvested Options upon Termination. Any portion of the Option that is not vested as of the date of the Participant’s
Termination for any reason shall terminate and expire as of the date of such Termination.


 


5.          Method
of Exercise and Payment. Subject to Section 8 hereof, to the extent that the Option has become vested and exercisable with
respect to a number of shares of Common Stock as provided herein, the Option may thereafter be exercised by the Participant, in
whole or in part, at any time or from time to time prior to the expiration of the Option as provided herein and in accordance with
Sections 6.4(c) and 6.4(d) of the Plan, including, without limitation, by the filing of any written form of exercise notice as
may be required by the Committee and payment in full of the Per Share Exercise Price specified above multiplied by the number of
shares of Common Stock underlying the portion of the Option exercised.


 


6.          Non-Transferability.
The Option, and any rights and interests with respect thereto, issued under this Agreement and the Plan shall not be sold, exchanged,
transferred, assigned or otherwise disposed of in any way by the Participant (or any beneficiary of the Participant), other than
by testamentary disposition by the Participant or the laws of descent and distribution. Notwithstanding the foregoing, the Committee
may, in its sole discretion, permit the Option to be Transferred to a Family Member for no value, provided that such Transfer shall
only be valid upon execution of a written instrument in form and substance acceptable to the Committee in its sole discretion evidencing
such Transfer and the transferee’s acceptance thereof signed by the Participant and the transferee, and provided, further,
that the Option may not be subsequently Transferred other than by will or by the laws of descent and distribution or to another
Family Member (as permitted by the Committee in its sole discretion) in accordance with the terms of the Plan and this Agreement,
and shall remain subject to the terms of the Plan and this Agreement. Any attempt to sell, exchange, transfer, assign, pledge,
encumber or otherwise dispose of or hypothecate in any way the Option, or the levy of any execution, attachment or similar legal
process upon the Option, contrary to the terms and provisions of this Agreement and/or the Plan shall be null and void and without
legal force or effect.


 


7.          Governing
Law. All questions concerning the construction, validity and interpretation of
this Agreement shall be governed by, and construed in accordance with, the laws of
the State of Delaware, without regard to the choice of law principles thereof.


 


8.          Withholding
of Tax. The Company shall have the power and the right to deduct or withhold, or require the Participant to remit to the
Company, an amount sufficient to satisfy any federal, state, local and foreign taxes of any kind (including, but not limited to,
the Participant’s FICA and SDI obligations) which the Company, in its sole discretion, deems necessary to be withheld or
remitted to comply with the Code and/or any other applicable law, rule or regulation with respect to the Option and, if the Participant
fails to do so, the Company may otherwise refuse to issue or transfer any shares of Common Stock otherwise required to be issued
pursuant to this Agreement. Any minimum statutorily required withholding obligation with regard


 



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to the Participant may, with the
consent of the Committee, be satisfied by reducing the amount of shares of Common Stock otherwise deliverable upon exercise of
the Option.


 


9.          Entire
Agreement; Amendment. This Agreement, together with the Plan, contains the entire agreement between the parties hereto
with respect to the subject matter contained herein, and supersedes all prior agreements or prior understandings, whether written
or oral, between the parties relating to such subject matter. The Committee shall have the right, in its sole discretion, to modify
or amend this Agreement from time to time in accordance with and as provided in the Plan. This Agreement may also be modified or
amended by a writing signed by both the Company and the Participant. The Company shall give written notice to the Participant of
any such modification or amendment of this Agreement as soon as practicable after the adoption thereof.


 


10.         Notices.
Any notice hereunder by the Participant shall be given to the Company in writing and such notice shall be deemed duly given only
upon receipt thereof by the General Counsel of the Company. Any notice hereunder by the Company shall be given to the Participant
in writing and such notice shall be deemed duly given only upon receipt thereof at such address as the Participant may have on
file with the Company.


 


11.         No
Right to Employment. Any questions as to whether and when there has been a Termination and the cause of such Termination
shall be determined in the sole discretion of the Committee except with respect to instances where the Participant is covered by
an employment, consulting, change in control agreement with the Company or an Affiliate, in which case the characterization of
such termination shall be governed by the applicable agreement. Nothing in this Agreement shall interfere with or limit in any
way the right of the Company, its Subsidiaries or its Affiliates to terminate the Participant’s employment or service at
any time, for any reason and with or without Cause.


 


12.         Transfer
of Personal Data. The Participant authorizes, agrees and unambiguously consents to the transmission by the Company
(or any Subsidiary) of any personal data information related to the Option awarded under this Agreement for legitimate business
purposes (including, without limitation, the administration of the Plan). This authorization and consent is freely given by the
Participant.


 


13.         Compliance
with Laws. The issuance of the Option (and the Option Shares upon exercise of the Option) pursuant to this Agreement shall
be subject to, and shall comply with, any applicable requirements of any foreign and U.S. federal and state securities laws, rules
and regulations (including, without limitation, the provisions of the Securities Act, the Exchange Act and in each case any respective
rules and regulations promulgated thereunder) and any other law or regulation applicable thereto. The Company shall not be obligated
to issue the Option or any of the Option Shares pursuant to this Agreement if any such issuance would violate any such requirements.


 


14.         Section
409A. Notwithstanding anything herein or in the Plan to the contrary, the Option is intended to be exempt from the applicable
requirements of Section 409A of the Code and shall be limited, construed and interpreted in accordance with such intent.


 



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15.         Binding
Agreement; Assignment. This Agreement shall inure to the benefit of, be binding upon, and be enforceable by the Company
and its successors and assigns. The Participant shall not assign (except in accordance with Section 6 hereof) any part of this
Agreement without the prior express written consent of the Company.


 


16.         Headings.
The titles and headings of the various sections of this Agreement have been inserted for convenience of reference only and shall
not be deemed to be a part of this Agreement.


 


17.         Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall
constitute one and the same instrument.


 


18.         Further
Assurances. Each party hereto shall do and perform (or shall cause to be done and performed) all such further acts and
shall execute and deliver all such other agreements, certificates, instruments and documents as either party hereto reasonably
may request in order to carry out the intent and accomplish the purposes of this Agreement and the Plan and the consummation of
the transactions contemplated thereunder.


 


19.         Severability.
The invalidity or unenforceability of any provisions of this Agreement in any jurisdiction shall not affect the validity, legality
or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of any provision
of this Agreement in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be
enforceable to the fullest extent permitted by law.


 


20.         Acquired
Rights. The Participant acknowledges and agrees that: (a) the Company may terminate or amend the Plan at any time; (b)
the award of the Option made under this Agreement is completely independent of any other award or grant and is made at the sole
discretion of the Company; (c) no past grants or awards (including, without limitation, the Option awarded hereunder) give the
Participant any right to any grants or awards in the future whatsoever; and (d) any benefits granted under this Agreement are not
part of the Participant’s ordinary salary, and shall not be considered as part of such salary in the event of severance,
redundancy or resignation.


 


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IN WITNESS WHEREOF,
the parties hereto have executed this Agreement as of the date first written above.


 


	 	TOWNSQUARE MEDIA, INC.
	 	 	 
	 	By: 	           
	 	 	 
	 	Name: 	               
	 	 	 
	 	Title: 	               
	 	 	 
	 	PARTICIPANT
	 	 
	 	 
	 	 
	 	Name: 	               


 



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