Exhibit 10.10


 


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.
The Option shall be fully vested and exercisable on the date of grant. Upon expiration of the Option, the unexercised portion of
the Option shall be cancelled and no longer exercisable.


 


(b)          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 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, Unrestricted Options (as defined below) 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.


 


(c)          Termination
for Cause. In the event of the Participant’s Termination for Cause, the Participant’s entire Option shall terminate
and expire upon such Termination.


 


(d)          Restricted
Options. Subject to Section 4(a), upon the Participant’s Termination for any reason, the Restricted Options (as defined
below) shall remain exercisable until the earlier of (i) five (5) days from the date of such Termination and (ii) the expiration
of the stated term of the Option pursuant to Section 3(d).


 




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5.           Method
of Exercise and Payment. Subject to Section 9 hereof, 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; provided that, notwithstanding anything to the contrary set forth herein,
the Participant must pay the full Per Share Exercise Price in cash with respect to the portion of the Options that are not considered
to be Unrestricted Options (such Options, “Restricted Options”). For this purpose: (i) (A) 20% of the Option
shall be Unrestricted Options on the first anniversary of the Effective Date if the Participant is then employed by the Company,
(B) an additional 25% of the Options shall be Unrestricted Options on the second anniversary of the Effective Date if the Participant
is then employed by the Company, (C) an additional 25% of the Options shall be Unrestricted Options on the third anniversary of
the Effective Date if the Participant is then employed by the Company and (D) an additional 30% of the Options shall be Unrestricted
Options on the fourth anniversary of the Effective Date if the Participant is then employed by the Company and (ii) 100% of the
Options shall be Unrestricted Options upon (A) the occurrence of a Change in Control described in clause (a) or (c) of the definition
thereof if the Participant is then employed by the Company or (B) the termination of the Participant’s employment with the
Company due to death or Disability. For purposes hereof, the Participant shall be required to exercise all Unrestricted Options
before exercising any Restricted Options.


 


6.           Transfer
Restrictions. Notwithstanding anything to the contrary set forth herein or in the Plan, the Participant may not directly
or indirectly sell, transfer, hypothecate, pledge, encumber, transfer or dispose of all or any interest or right in the Shares
(such restrictions, the “Transfer Restrictions”) transferred upon exercise of this Option (the “Transferred
Shares”) except as provided in this Section 6. The Transfer Restrictions shall lapse and cease to apply as follows: (i)
the Transfer Restrictions shall lapse and cease to apply to 100% of the Transferred Shares on the first to occur of (A) the eighth
anniversary of the Effective Date, (B) a Change in Control described in clause (a) or (c) of the definition thereof, or (C) the
death of the Participant and (ii) the Transfer Restrictions shall lapse and cease to apply as to (A) 20% of the Transferred Shares
on the first anniversary of the Effective Date if the Participant is then employed by the Company, (B) an additional 25% of the
Transferred Shares on the second anniversary of the Effective Date if the Participant is then employed by the Company, (C) an additional
25% of the Transferred Shares on the third anniversary of the Effective Date if the Participant is then employed by the Company
and (D) an additional 30% of the Transferred Shares on the fourth anniversary of the Effective Date if the Participant is then
employed by the Company. The Company may take any actions it deems reasonable and appropriate to implement the provisions of this
Section 6, including, without limitation, legending the applicable Share certificates, issuing stop transfer instructions or holding
the applicable Share certificates in escrow.


 


7.           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


 




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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.


 


8.          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.


 


9.          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; provided that, notwithstanding anything to the contrary set forth herein, the Participant must pay
the full amount of required withholdings in cash with respect to the exercise of Restricted Options.. Any minimum statutorily required
withholding obligation with regard 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.


 


10.         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.


 


11.         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.


 




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12.         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.


 


13.         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.


 


14.         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.


 


15.         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.


 


16.         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.


 


17.         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.


 


18.         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.


 


19.         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.


 




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20.         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.


 


21.         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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