Exhibit 10.3






Exhibit 10.3




NON-EMPLOYEE DIRECTOR FORM




RESTRICTED STOCK UNIT AGREEMENT

UNDER THE WESTWOOD ONE, INC. 2010 EQUITY COMPENSATION PLAN




THIS AGREEMENT, made as of the
 _____ day of _____, 201_____, by and between Westwood One, Inc., a Delaware corporation (the “Company”) and [name] (the “Participant”).



WHEREAS, the Board of Directors of the Company adopted, and the stockholders of the Company
approved, the Westwood One, Inc. 2010 Equity Compensation Plan (the “Plan”); and



WHEREAS, the Company, through the committee under the Plan (the “Committee”), wishes
to grant to the Participant restricted stock units (“Restricted Stock Units”) pursuant to
the authority granted to the Committee under Section 9 of the Plan.



NOW, THEREFORE, for and in consideration of the mutual promises herein contained, and for
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:




	 	1.	 	Grant of Restricted Stock Units.






Subject to the restrictions and other conditions set forth herein, the Committee has
authorized this grant of                   
   Restricted Stock Units on                     , 201         . A Restricted Stock
Unit is a unit of measurement equivalent to one Share but with none of the attendant rights of a
holder of a Share until a Share is ultimately distributed in payment of the obligation (other than
the right to receive dividend amounts in accordance with Section 6 hereof).



Notwithstanding anything herein to the contrary, the Restricted Stock Units awarded herein are
subject to approval of the Plan by the stockholders of the Company at or prior to the 2010 Annual
Meeting of Stockholders of the Company and in the event that such approval is not received, this
Agreement shall be null and void ab initio and the Restricted Stock Units awarded herein shall not
be valid.




	 	2.	 	Vesting. 






(a) Except as provided in Section 2 of this Agreement, the Restricted Stock Units granted
hereunder shall vest 50% on                     , 201      and 50% on                     , 201      (each such date, a
“Vesting Date”); provided that the Participant has not had a Termination any time prior to
the applicable Vesting Date.



(b) [ADD IF DESIRED: Upon a Change in Control, all unvested Restricted Stock Units shall
immediately vest. In the event such a Change in Control occurs, the term “Vesting Date” shall
include the date any unvested Restricted Stock Units vest hereunder.]



(c) Upon the Participant’s Termination for Cause, all outstanding Restricted Stock Units
(whether vested or unvested) shall immediately terminate and be forfeited upon such Termination.
In the event that the Participant has received any Share(s) relating to a vested Restricted Stock
Unit, the Participant shall return or repay to the Company the Share(s) or the value of such
Share(s) on the date such Share(s) were paid to the Participant.


 


 









 





(d) Restricted Stock Units that are not vested as of the date of the Participant’s Termination
for any reason shall terminate and be forfeited in their entirety as of the date of such
Termination.




	 	3.	 	Payment.






Unless the Participant timely elects to defer payment of a Share with respect to a vested
Restricted Stock Unit as provided in Section 4, one Share shall be distributed with respect to each
vested Restricted Stock Unit within 30 days following the applicable Vesting Date.




	 	4.	 	Right to Defer.






(a) No later than the date of grant, the Participant may elect to defer distribution of the
Shares relating only to his or her vested Restricted Stock Units. If the Participant so elects to
defer, the election to defer shall provide that the distribution of the Shares relating to the
Participant’s vested Restricted Stock Units shall be distributed on either:




	 	(i)	 	a date specified by the Participant in the election form
referred to in Section 4(c), which date shall not be earlier than                     ,
201     1, provided, however, that in the event that the Participant’s
Termination occurs prior to the date specified by the Participant, such Shares
shall be distributed within 30 days following such Termination; or

	 
	 	(ii)	 	within 30 days following the Participant’s Termination.






(b) If so elected, the Participant may not extend or otherwise change the deferral period
elected under Section 4(a).



(c) An election to defer distribution of the Shares relating to a Participant’s vested
Restricted Stock Units under Section 4(a) shall be in writing on a form prescribed by the Company
and shall be delivered to the Committee. In the absence of a written election to defer filed by
the Participant with the Committee, any vested Restricted Stock Units shall be distributed in
accordance with Section 3.




	 	5.	 	Restrictions on Transfer.






Restricted Stock Units may not be sold, pledged, assigned, hypothecated, transferred, or
disposed of in any manner other than by will or by the laws of descent or distribution.




	 	6.	 	Dividend Equivalents.






Cash dividends on Shares shall be credited to a dividend book entry account on behalf of each
Participant with respect to each Restricted Stock Unit granted to a Participant, and shall be
deemed to be reinvested in Shares on the date the cash dividend is paid, provided that the
Participant shall not be entitled to such dividend unless and until the Restricted Stock Unit
vests. Stock dividends on Shares shall be credited to a dividend book entry account on behalf of
each Participant with respect to each Restricted Stock Unit granted to a Participant, provided that
the Participant shall not be entitled to such dividend unless and until the Restricted Stock Unit
vests. In either case, the dividends shall be distributed within 30 days of the applicable Vesting
Date, unless the Participant timely elects to defer payment of the Shares as permitted under
Section 4(a) hereof. If the Participant elects to defer payment of the Shares, payment of
dividends shall be made at the time elected by the Participant as provided under Section 4.




 



	 	 	 
	1	 	Insert second anniversary of date of grant.




 


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	 	7.	 	Plan.






In addition to the terms and conditions set forth herein, the Restricted Stock Units are
subject to, and governed by, the terms and conditions set forth in the Plan, which are hereby
incorporated by reference. If and to the extent that this Agreement conflicts or is inconsistent
with the terms, conditions and provisions of the Plan, the Plan shall control, and this Agreement
shall be deemed to be modified accordingly. Unless otherwise indicated, any capitalized term used
but not defined herein shall have the meaning ascribed to such term in the Plan.




	 	8.	 	Amendment.






Except as otherwise provided in the Plan, no modification or waiver of any of the provisions
of this Agreement shall be effective unless in writing and signed by the party against whom it is
sought to be enforced.




	 	9.	 	Legend.






The Company may at any time place legends referencing any applicable federal, state or foreign
securities law restrictions on all certificates representing Shares issued pursuant to this
Agreement. The Participant shall, at the request of the Company, promptly present to the Company
any and all certificates representing Shares acquired pursuant to this Agreement in the possession
of the Participant in order to carry out the provisions of this Section.




	 	10.	 	Securities Representations.






The grant of the Restricted Stock Units and issuance of Shares upon settlement of the
Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of
federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of
such Shares would constitute a violation of any applicable federal, state or foreign securities
laws or other law or regulations or the requirements of any stock exchange or market system upon
which the Shares may then be listed. As a condition to the settlement of the Restricted Stock
Units, the Company may require the Participant to satisfy any qualifications that may be necessary
or appropriate to evidence compliance with any applicable law or regulation.



The Shares are being issued to the Participant and this Agreement is being made by the Company
in reliance upon the following express representations and warranties of the Participant. The
Participant acknowledges, represents and warrants that:



(a) the Participant has been advised that the Participant may be an “affiliate” within the
meaning of Rule 144 under the Securities Act and in this connection the Company is relying in part
on the Participant’s representations set forth in this Section;


 


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(b) the Shares must be held indefinitely by the Participant unless (i) an exemption from the
registration requirements of the Securities Act is available for the resale of such Shares or (ii)
the Company files an additional registration statement (or a “re-offer prospectus”) with regard to
the resale of such Shares and the Company is under no obligation to continue in effect a Form S-8
Registration Statement or to otherwise register the resale of the Shares (or to file a “re-offer
prospectus”);



(c) the exemption from registration under Rule 144 will not be available under current law
unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate
information concerning the Company is then available to the public, and (iii) other terms and
conditions of Rule 144 or any exemption therefrom are complied with and that any sale of the Shares
may be made only in limited amounts in accordance with such terms and conditions.




	 	11.	 	Not an Agreement of Directorship.






Neither the execution of this Agreement nor the grant of Restricted Stock Units constitute an
agreement by the Company to engage or continue to engage the Participant as a director of the
Company for any period.




	 	12.	 	Miscellaneous.






(a) This Agreement shall inure to the benefit of and be binding upon the parties hereto and
their respective heirs, personal legal representatives, successors, trustees, administrators,
distributees, devisees and legatees. The Company may assign this Agreement to any successor
(whether direct or indirect, by purchase, merger, consolidation or otherwise), provided that any
successor assumes the Company’s obligations under this Agreement. Notwithstanding the foregoing,
the Participant may not assign this Agreement.



(b) This Agreement may be executed in one or more counterparts, including via facsimile, each
of which shall constitute an original copy, and all of which taken together shall constitute one
contract.



(c) The failure of any party hereto at any time to require performance by another party of any
provision of this Agreement shall not affect the right of such party to require performance of that
provision, and any waiver by any party of any breach of any provision of this Agreement shall not
be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the
provision itself, or a waiver of any right under this Agreement.



(d) Solely to the extent applicable, the Company shall have the right to deduct from any
payment to be made pursuant to this Agreement or otherwise, or to otherwise require, prior to the
issuance or delivery of any Shares, payment by the Participant of, any Federal, state or local
taxes required by law to be withheld.



(e) The headings of the Sections of this Agreement have been inserted for convenience of
reference only and shall in no way restrict or modify any of the terms or provisions hereof.


 


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(f) This Agreement shall be construed, interpreted and governed and the legal relationships of
the parties determined in accordance with the internal laws of the State of New York without
reference to rules relating to conflicts of law.




	 	13.	 	Code Section 409A.






(a) Although the Company does not guarantee to the Participant any particular tax treatment
relating to the payments and benefits under the Agreement, it is intended that such payments and
benefits be exempt from, or comply with, Section 409A of Code and the regulations and guidance
promulgated thereunder (collectively, “Code Section 409A”), and the Agreement shall be
construed in a manner consistent with the requirements for avoiding taxes or penalties under Code
Section 409A.



(b) A termination of directorship or other Termination shall not be deemed to have occurred
for purposes of any provision of the Agreement providing for the payment of amounts or benefits
subject to Code Section 409A upon or following a termination of directorship or other Termination
unless such termination is also a “separation from service” within the meaning of Code Section
409A.



(c) Whenever a payment under this Agreement specifies a payment period with reference to a
number of days, the actual date of payment within the specified period shall be within the sole
discretion of the Company.



[Remainder of Page Left Blank]



 


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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
first set forth above.



	 	 	 	 	 	 	 
	 	 	WESTWOOD ONE, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	PARTICIPANT:	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	[Name]	 	 	 	 







 


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