The Registrant's Form of Stock Option Agreement



 Exhibit 10.2 
 CITADEL BROADCASTING CORPORATION 
 AMENDED AND RESTATED 2002 LONG-TERM INCENTIVE PLAN 
 STOCK OPTION AGREEMENT 
 REFERENCE
NUMBER: 002 
 1. GRANT OF OPTION. 
 1.1 Option. On the terms and conditions set forth in this Stock Option Agreement and each Notice of Stock Option Grant (the “Notice”) referencing this Agreement, Citadel Broadcasting
Corporation (“Company”) grants to [FULL NAME] (the “Optionee”) on the Date of Grant an option to purchase at the Option Price a number of Shares, all as set forth in the Notice. Each such Notice, together
with this referenced Agreement, shall be a separate option governed by the terms of this Agreement and the Plan. This option is intended to be an ISO or a Nonstatutory Option, as provided in the Notice. 
 1.2 Plan. This option is granted under and subject to the terms of the Citadel Broadcasting Corporation Amended and Restated 2002 Long Term
Incentive Plan (“Plan”), which is incorporated herein by this reference. Capitalized terms not otherwise defined herein shall have the meaning ascribed to such term in the Plan. 
 2. NO TRANSFER OR ASSIGNMENT OF OPTION. 
 Except as
otherwise provided in this Agreement or permitted by the Committee, this option and the rights and privileges conferred hereby shall not be sold, pledged or otherwise transferred (whether by operation of law or otherwise) and shall not be subject to
sale under execution, attachment, levy or similar process. 
 3. DEFINITIONS. 
 3.1 “Affiliate” shall mean, with respect to any Person, any other Person which, directly or indirectly, is in control of, or is
controlled by, or is under common control with, such Person. 
 3.2 “Board of Directors” shall mean the Board of Directors
of the Company, as constituted from time to time or, if a Committee has been appointed, such Committee. 
 3.3 “Cause” shall
mean (i) the occurrence of any of the events set forth in Section 9.1 or 9.2, or (ii) the Optionee’s having (A) grossly neglected his or her assigned duties or (B) engaged in willful misconduct resulting in, or
reasonably likely to result in, material and demonstrable damage to the Company, unless the Optionee is subject to the terms of an employment agreement which includes a definition of “cause”, in which case such definition shall apply for
purposes of the Plan. 
 3.4 “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time. 







 3.5 “Committee” shall mean a committee of the Board of Directors, as described in
Section 1.2 of the Plan. 
 3.6 “Company” shall mean Citadel Broadcasting Corporation, a Delaware corporation, and its
subsidiaries, including any successor thereto by merger, consolidation, acquisition of substantially all the assets thereof, or otherwise. 
 3.7 “Consultant” shall mean a person who performs bona fide services for the Company, a Parent or a Subsidiary as a consultant or advisor, excluding Employees and Directors. 
 3.8 “Date of Grant” shall mean the date specified in the Notice. 
 3.9 “Director” shall mean a member of the Board of Directors who is not an Employee. 
 3.10 “Disability” shall mean that the Optionee is unable to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment as determined by the Board of Directors in its sole discretion. 
 3.11
“Employee” shall mean any individual who is a common-law employee of the Company, a Parent or a Subsidiary. 
 3.12
“Fair Market Value” shall mean on any date means (a) the closing price in the primary trading session for a Share on such date on the stock exchange, if any, on which Shares are primarily traded (or if no shares were traded on
such date, then on the most recent previous date on which any shares were so traded), (b) if clause (a) is not applicable, the closing price of the Shares on such date on The Nasdaq Stock Market at the close of the primary trading session
(or if no shares were traded on such date, then on the most recent previous date on which any shares were so traded) or (c) if neither clause (a) nor clause (b) is applicable, the value of a Share for such date as established by the
Committee, using any reasonable method of valuation. 
 3.13 “ISO” shall mean an incentive stock option described in
Section 422(b) of the Code. 
 3.14 “Legal Representative” shall mean the guardian, executor, administrator or other
legal representative of the Optionee. All references herein to the Optionee shall be deemed to include references to the Optionee’s Legal Representative, if any, unless the context otherwise requires. 
 3.15 “Nonstatutory Option” shall mean a stock option not described in Sections 422(b) or 423(b) of the Code. 
 3.16 “Optionee” shall mean the person named in the Notice. 
 3.17 “Option Price” shall mean the amount for which one Share may be purchased upon exercise of this option, as specified in the Notice.

  

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 3.18 “Parent” shall mean any company (other than the Company) in an unbroken chain of
companies ending with the Company, if each of the companies other than the Company owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other companies in such chain. A
company that attains the status of a Parent on a date after the execution of this Agreement shall be considered a Parent commencing as of such date. 
 3.19 “Person” shall mean means an individual, a company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or an agency or
instrumentality thereof. 
 3.20 “Plan” shall mean the Citadel Broadcasting Corporation Amended and Restated 2002 Long-Term
Incentive Plan, as it may be amended or restated from time to time. 
 3.21 “Purchase Price” shall mean the Option Price
multiplied by the number of Shares with respect to which this option is being exercised. 
 3.22 “Restricted Share” shall
mean a Share that is subject to a Right of Repurchase. 
 3.23 “Right of Repurchase” shall mean the Company’s right of
repurchase described in Section 7. 
 3.24 “Securities Act” shall mean the Securities Act of 1933, as amended.

 3.25 “Service” shall mean service as an Employee, Director or Consultant. 
 3.26 “Share” shall mean one share of common stock, par value $0.01 per share, of the Company. There shall be included within the term
Share any common stock now or hereafter authorized to be issued, and any and all securities of any kind whatsoever of the Company which may be issued after the date hereof in respect of, or in exchange for, shares of common stock. 
 3.27 “Subsidiary” shall mean any company (other than the Company) in an unbroken chain of companies beginning with the Company, if each
of the companies other than the last company in the unbroken chain owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other companies in such chain. A company that attains
the status of a Subsidiary on a date after the execution of this Agreement shall be considered a Subsidiary commencing as of such date. 
 3.28 “Transferee” shall mean any person to whom the Optionee has directly or indirectly transferred any Share acquired under this Agreement. 
 4. RIGHT TO EXERCISE. 
 4.1 Exercisability. Subject to the conditions set forth in this
Agreement, all or part of this option may be exercised prior to its expiration at the time or times set forth in the Notice or this Agreement. To the extent the Notice permits, the Optionee may exercise this option to purchase Shares for which the
Optionee is not yet vested. If exercised for Shares that have not yet vested, such Shares shall be subject to the Right of Repurchase as described in Section 7. 
  

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 4.2 Exercise Period. The option may be exercised (to the extent the option is exercisable pursuant
to the Notice at such time) at any time. 
 4.3 Accelerated Vesting; Forfeiture. The Committee may, in its discretion, provide in the
Notice for accelerated vesting or forfeiture of the Shares subject to this option. 
 4.4 $100,000 Limitation. If this option is
designated as an ISO in the Notice, then the Optionee’s right to exercise this option shall be deferred to the extent (and only to the extent) that this option would not be treated as an ISO solely by reason of the $100,000 annual limitation
under Section 422(d) of the Code, except that the Optionee’s right to exercise this option shall no longer be deferred if (i) the Company is subject to a Change in Control before the Optionee’s Service terminates, (ii) the
Company, or any surviving company, or its parent does not continue this option, and (iii) any surviving company or its parent does not assume this option or does not substitute an option with substantially the same terms for this option.

 5. EXERCISE PROCEDURE. 
 5.1 Notice
of Exercise. The Optionee or the Optionee’s Legal Representative may exercise this option by giving written notice to the Company specifying the election to exercise this option, the number of Shares for which it is being exercised and the
form of payment. Exhibit A is an example of a “Notice of Exercise”. The Notice of Exercise shall be signed by the person exercising this option. In the event that this option is being exercised by the Optionee’s Legal
Representative, the notice shall be accompanied by proof (satisfactory to the Company) of the Legal Representative’s right to exercise this option. The Optionee or the Optionee’s Legal Representative shall deliver to the Company, at the
time of giving the notice, payment in a form permissible under Section 5.5 for the full amount of the Purchase Price. 
 5.2 Issuance
of Shares. 
 (a) After receiving a proper notice of exercise and an undated stock power with respect to any Shares subject to this option
that have not yet vested, the Company shall cause to be issued a certificate or certificates for the Shares as to which this option has been exercised, registered in the name of the person exercising this option (or in the names of such person and
his or her spouse as community property or as joint tenants with right of survivorship). Not less than one hundred Shares may be purchased at any one time upon any exercise of this option, unless the number of Shares so purchased constitutes the
total number of Shares then purchasable under this option. 
 (b) All certificates representing any Shares subject to this option that have
not yet vested shall have endorsed thereon (i) any appropriate legends that may be, in the judgment of the Company, necessary or desirable in order to achieve compliance with the United States Securities Act of 1933, as amended, or the
securities laws of any state or any other law and (ii) the following legend: 
 “The shares represented by this certificate are
subject to certain restrictions pursuant to an agreement between Citadel Broadcasting Corporation and the registered holder, a copy of which is on file at the principal office of Citadel Broadcasting Corporation.” 
  

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 5.3 Section 83(b) Election. To the extent the Optionee is permitted by the terms of the
Notice to exercise a Nonstatutory Option for Shares that are not vested, Section 83 of the Code provides that the Optionee is not subject to federal income tax upon such exercise until the Right of Repurchase with respect to the Shares
purchased lapses. If the Optionee chooses, the Optionee may make an election under Section 83(b) of the Code, which would cause the Optionee to recognize income in the amount of the excess (if any) of the Fair Market Value of the Shares
acquired (determined as of the date the Option is exercised) over the Purchase Price. A Section 83(b) election must be filed with the Internal Revenue Service within thirty (30) days after the date of exercise — even if no tax is
payable because the Fair Market Value of the Restricted Shares on the date the Option is exercised equals the Purchase Price paid. The form for making a Section 83(b) election is attached as Exhibit C. The Optionee acknowledges that it
is the Optionee’s sole responsibility to timely file the Section 83(b) election and that failure to file a Section 83(b) election within the applicable thirty (30) day period may result in the recognition of ordinary income when
the Right of Repurchase lapses. 
 5.4 Withholding Requirements. The Company may withhold any tax (or other governmental obligation)
as a result of the exercise of this option and/or the filing of a Section 83(b) election, as a condition to the exercise of this option, and the Optionee shall make arrangements satisfactory to the Company to enable it to satisfy all such
withholding requirements. The Optionee shall also make arrangements satisfactory to the Company to enable it to satisfy any withholding requirements that may arise in connection with the vesting or disposition of Shares purchased by exercising this
option. 
 5.5 Payment for Shares. Payment of the Purchase Price shall be made by delivery to the Company of a certified or bank check
payable to the order of the Company or cash by wire transfer or other immediately available funds to an account designated by the Company. 
 6. TERM AND
EXPIRATION. 
 6.1 Basic Term. Subject to earlier termination in accordance with this Agreement, this option shall expire on the
expiration date set forth in the Notice. 
 6.2 Termination of Service. Except as may be agreed between the Committee and the
Optionee, if the Optionee’s employment by the Company shall have ceased for any reason whatsoever (including by reason of death, permanent disability or adjudicated incompetency) (“Terminated” or a “Termination”),
irrespective of whether the Optionee receives, in connection with the Termination, any severance or other payment from the Company under any employment agreement or otherwise (such Optionee being referred to herein as a “Terminated
Optionee”), then (i) to the extent that the Option is not exercisable pursuant to the Notice at the date of such Termination, this option shall terminate on and shall be of no further force and effect from and after the date of such
Termination, and (ii) to the extent that the option is exercisable pursuant to the Notice at the date of such Termination (the “Exercisable Portion of the Option”), the Optionee shall have the right, at his or her option, to exercise
the Exercisable Portion of the Option in whole or in part one time at any time within 60 days after the date of such Termination, but in no event after the expiration of the term of the option, and, until exercised, the Exercisable Portion of the
Option shall continue to be subject to the terms of this Agreement. To the extent that the Terminated Optionee does not exercise the Exercisable Portion of the option within the 60-day exercise period provided for in this Section 6.2, the
unexercised portion 
  

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 of the Exercisable Portion of the option shall terminate and shall be of no further force and effect from and after the
final date on which the Terminated Optionee could have so exercised the Exercisable Portion of the option. 
 6.3 Leaves of Absence.
For any purpose under this Agreement, Service shall be deemed to continue while the Optionee is on a bona fide leave of absence, if such leave was approved by the Company in writing or if continued crediting of Service for such purpose is expressly
required by the terms of such leave or by applicable law (as determined by the Company). 
 6.4 Notice Concerning ISO Treatment. If
this option is designated as an ISO in the Notice, it ceases to qualify for favorable tax treatment as an ISO to the extent it is exercised (i) more than three (3) months after the date the Optionee ceases to be an Employee for any reason
other than death or permanent and total disability (as defined in Section 22(e)(3) of the Code), (ii) more than twelve (12) months after the date the Optionee ceases to be an Employee by reason of such permanent and total disability
or (iii) after the Optionee has been on a leave of absence for more than ninety (90) days, unless the Optionee’s reemployment rights are guaranteed by statute or by contract. 
 7. RIGHT OF REPURCHASE. 
 7.1 Right of
Repurchase. To the extent this option is exercised for Shares that are not vested, the Shares so acquired initially shall be Restricted Shares and shall be subject to a right (but not an obligation) of repurchase by the Company. The Optionee
shall not transfer, assign, encumber or otherwise dispose of any Restricted Shares. If the Optionee transfers any Restricted Shares, then this Section 7 shall apply to the Transferee to the same extent as to the Optionee. 
 7.2 Exercise Notice. In the event the Company wishes to exercise its Right of Repurchase, the Company shall provide the Optionee with sixty
(60) days prior written notice of its intent to exercise its right. A sample Right of Repurchase Exercise Notice is attached hereto as Exhibit D. Such notice shall contain the price per Share which shall be the repurchase price,
described in subsection 7.4 below, and all other terms and conditions of the offer (including, without limitation, the proposed consummation date of the repurchase). The repurchase price shall be paid in cash or by canceling of indebtedness as the
Company, in its sole discretion, shall determine. 
 7.3 Lapse of Repurchase Right. The Right of Repurchase shall lapse with respect
to the Shares subject to this option in accordance with the vesting schedule described in the Notice. In addition, the Right of Repurchase shall lapse and all remaining Restricted Shares shall become vested if (i) the Company is subject to a
Change in Control before the Optionee’s Service terminates and (ii) the Right of Repurchase is not assigned to the successor entity that retains the Optionee’s Service immediately after the Change in Control or to such entity’s
parent or subsidiary. 
 7.4 Repurchase Price. If the Company exercises the Right of Repurchase, it shall pay the Optionee an amount
for each of the Restricted Shares being repurchased equal to the lower of (i) the Fair Market Value for each Share or (ii) the Purchase Price. 
  

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 7.5 Additional Shares or Substituted Securities. In the event of the declaration of a stock
dividend, the declaration of an extraordinary dividend payable in a form other than stock, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding securities
without receipt of consideration, any new, substituted or additional securities or other property (including money paid other than as an ordinary cash dividend) which are by reason of such transaction distributed with respect to any Shares subject
to this Section 7 into which such Shares thereby become convertible shall immediately be subject to this Section 7. 
 7.6
Termination of Rights as Shareholder. If the Company makes available, at the time and place and in the amount and form provided in this Agreement, the consideration for the Shares to be purchased in accordance with this Section 7, then
after such time the person from whom such Shares are to be purchased shall no longer have any rights as a holder of such Shares (other than the right to receive payment of such consideration in accordance with this Agreement). Such Shares shall be
deemed to have been purchased in accordance with the applicable provisions hereof, whether or not the certificate(s) therefor have been delivered as required by this Agreement. 
 8. LEGALITY OF INITIAL ISSUANCE. 
 No Shares shall be issued upon the exercise of this option unless
and until the Company has determined that: 
 (i) The Company and the Optionee have taken any actions required to register the Shares under
the Securities Act or to perfect an exemption from the registration requirements thereof; 
 (ii) Any applicable listing requirement of any
stock exchange or other securities market on which Stock is listed has been satisfied; and 
 (iii) Any other applicable provision of state
or federal law has been satisfied. 
 9. PROHIBITED ACTIVITIES. 
 9.1 Prohibition. The Optionee agrees that (i) the Optionee will not at any time during the Optionee’s employment (other than in the course of such employment) with the Company or any Affiliate
thereof, or after a Termination, disclose or furnish to any other Person or use for the Optionee’s own or any other Person’s account any Confidential or Proprietary Information, (ii) if the Optionee is Terminated, the Optionee will
not for three years following such Termination directly or indirectly solicit for employment, including without limitation recommending to any subsequent employer the solicitation for employment of, any employee of the Company or any Affiliate
thereof, (iii) the Optionee will not at any time during the Optionee’s employment with the Company or any Affiliate thereof or after a Termination publish or make any disparaging statements about the Company, any Affiliate or any of their
directors, officers or employees, under circumstances where it is reasonably foreseeable that the statements will be made public (a disparaging statement is a communication which, if made public, would tend to malign the business or reputation of
the Person about whom such statement 
  

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 is made), and (iv) the Optionee will not breach the provisions of Section 2 hereof (any activity prohibited by
clause (i), (ii), (iii) or (iv) of this Section 9.1 being referred to as a “Prohibited Activity”). 
 “Confidential or
Proprietary Information” shall mean any non-public information about the Company or any Affiliate thereof which was acquired during the Optionee’s employment with the Company or any Affiliate thereof and which has or is reasonably likely
to have competitive value to the Company or any Affiliate thereof. 
 9.2 Right to Terminate Option. The Optionee understands and
agrees that the Company is granting to the Optionee an option to purchase Shares hereunder to reward the Optionee for the Optionee’s future efforts and loyalty to the Company and its Affiliates by giving the Optionee the opportunity to
participate in the potential future appreciation of the Company. Accordingly, if, at any time during which any portion of the Option (including the Exercisable Portion of the Option) is outstanding, (i) the Optionee engages in any Prohibited
Activity or any act otherwise constituting Cause, or (ii) the Optionee engages in any Competitive Activity (as hereinafter defined), or (iii) the Optionee is convicted of a crime against the Company or any of its Affiliates, then, in
addition to any other rights and remedies available to the Company, the Company shall be entitled, at its option, to terminate the option (including the Exercisable Portion of the option), or any unexercised portion thereof, which shall then be of
no further force and effect. 
 “Competitor” shall mean any Person that is engaged in owning, operating or acquiring directly or indirectly
(through a company, trust, partnership or other Person) a Radio Broadcasting Business that operates in the same market as and competes directly or indirectly with a Radio Broadcasting Business which, at the time the Optionee is Terminated, is owned
or operated by the Company or any of its Subsidiaries or which the Company or any of its Subsidiaries intends to own, operate or acquire (which intention was disclosed to the Optionee prior to or in connection with his or her Termination). The
determination as to whether or not any Radio Broadcasting Business competes directly or indirectly with the Company or any of its Subsidiaries shall be made by the Company in its reasonable discretion. 
 “Competitive Activity” shall mean engaging in any of the following activities: (i) serving as a director of any Competitor; (ii) directly or
indirectly (A) controlling any Competitor or (B) owning any equity or debt interests in any Competitor (other than equity or debt interests which are publicly traded and do not exceed 2% of the particular class of interests then
outstanding) (it being understood that, if any such interests in any Competitor are owned by an investment vehicle or other entity in which the Optionee owns an equity interest, a portion of the interests in such Competitor owned by such entity
shall be attributed to the Optionee, such portion determined by applying the percentage of the equity interest in such entity owned by the Optionee to the interests in such Competitor owned by such entity); (iii) directly or indirectly
soliciting, diverting, taking away, appropriating or otherwise interfering with any of the customers or suppliers of the Company or any Affiliate of the Company; or (iv) employment by (including serving as an officer or director of), or
providing consulting services to, any Competitor; provided, however, that if the Competitor has more than one discrete and readily distinguishable part of its business, employment by or providing consulting services to any Competitor shall be
Competitive Activity only if (X) his or her employment duties are at or involving the part of the Competitor’s business that competes with any of the businesses 
  

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 conducted by the Company or any of its Subsidiaries (the “Competing Operations”), including serving in a
capacity where any Person at the Competing Operations reports to the Optionee, or (Y) the consulting services are provided to or involve the Competing Operations. For purposes of this definition, the term “Control” means the
possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of any Competitor, whether through the ownership of equity or debt interests, by contract or otherwise. 
 “Radio Broadcasting Business” shall mean any business which (i) owns or operates one or more radio stations or (ii) owns or operates any internet or
digital audio broadcasting business if such business also owns or operates, or is Affiliated with an owner or operator of, one or more radio stations. 
 10.
OTHER RESTRICTIONS ON TRANSFER. 
 10.1 Securities Law Restrictions. Regardless of whether the offering and sale of Shares under
the Plan have been registered under the Securities Act or have been registered or qualified under the securities laws of any state, the Company at its discretion may impose restrictions upon the sale, pledge or other transfer of such Shares
(including the placement of appropriate legends on stock certificates or the imposition of stop-transfer instructions) if, in the judgment of the Company, such restrictions are necessary or desirable in order to achieve compliance with the
Securities Act or the securities laws of any state or any other law. 
 10.2 Optionee Undertaking. The Optionee agrees to take
whatever additional action and execute whatever additional documents the Company may deem necessary or advisable to carry out or effect one or more of the obligations or restrictions imposed on either the Optionee or upon the Restricted Shares
pursuant to the provisions of this Agreement. 
 10.3 Investment Intent. The Optionee represents and agrees that as of the Date of
Grant, the Shares to be acquired upon exercising this option will be acquired for investment, and not with a view to the sale or distribution thereof. If the sale of Shares under the Plan is not registered under the Securities Act but an exemption
is available which requires an investment representation or other representation, the Optionee shall represent and agree at the time of exercise that the Shares being acquired upon exercising this option are being acquired for investment, and not
with a view to the sale or distribution thereof, and shall make such other representations as are deemed necessary or appropriate by the Company and its counsel. 
 11. ADJUSTMENT OF SHARES. 
 Unless otherwise set forth in the Notice, if there is any change in the stock subject to this
option or in the corporate structure of the Company, through merger, consolidation, division, share exchange, combination, reorganization, recapitalization, stock dividend, stock split, spinoff, split up, extraordinary dividend, dividend in kind or
other similar change in the corporate structure or distribution to shareholders, a reclassification, or any similar occurrence, the terms of this option (including, without limitation, the number and kind of Shares subject to this option and the
Option Price) may be adjusted by the Committee in its sole discretion pursuant to the terms of the Plan. The Committee’s adjustment shall be final and binding for all purposes of the Plan and this Agreement. 
  

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 12. MISCELLANEOUS PROVISIONS. 
 12.1 Rights as a Shareholder. Neither the Optionee nor the Optionee’s Legal Representative shall be deemed to be the holder of, or to have any of the rights of a holder with respect to, any Shares subject
to this option until: (i) the option shall have been exercised in accordance with the terms of this Agreement and the Optionee shall have paid the full purchase price for the number of shares in respect of which the option was exercised and any
withholding taxes due, (ii) the Optionee shall have delivered to the Company a fully executed and undated stock power with respect to any Shares that have not yet vested, (iii) the Company shall have issued the Shares to the Optionee, and
(iv) the Optionee’s name shall have been entered as a stockholder of record on the books of the Company. Upon the occurrence of all of the foregoing events, the Optionee shall have full ownership rights with respect to such shares, subject
to the provisions of Section 7 hereof. 
 12.2 No Retention Rights. Nothing in this option or in the Plan shall confer upon the
Optionee any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company (or any Parent or Subsidiary employing or retaining the Optionee) or of the Optionee, which
rights are hereby expressly reserved by each, to terminate his or her Service at any time and for any reason, with or without Cause. 
 12.3
Notification. All notices and other communications hereunder shall be in writing and unless otherwise provided herein, shall be deemed to have been given when received by the party to whom such notice is to be given at its address set forth
below, or such other address for the party as shall be specified by notice given pursuant hereto: If to the Company, to: 
 Citadel Broadcasting Corporation 
 City Center West, Suite 400 
 7401 West Lake Mead Boulevard 
 Las Vegas, Nevada 89128 
 Attention: Secretary 
 If to the Optionee or the Optionee’s Legal Representative, to such Person at the address as reflected in the records of the Company. 
 12.4 Entire Agreement. This Agreement, the Notice of Grant and the Plan constitute the entire agreement, and supersede all prior agreements and
understandings, oral and written, between the parties hereto with respect to the option granted hereby. 
 12.5 Modification of
Agreement. This Agreement may be modified, amended or supplemented by written agreement of the parties hereto; provided, that the Company may modify, amend or supplement this Agreement in a writing signed by the Company without any further
action by the Optionee if such modification, amendment or supplement does not adversely affect the Optionee’s rights hereunder. 
 12.6
Severability. The invalidity or unenforceability of any provision of this Agreement in any jurisdiction shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability
of this Agreement, including that provision, in any other jurisdiction. If any provision of this Agreement is held unlawful or unenforceable in any respect, such provision shall be revised or applied in a manner that renders it lawful and
enforceable to the fullest extent possible. 
  

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 12.7 Waiver. The failure of the Company in any instance to exercise the Right of Repurchase shall
not constitute a waiver of any other repurchase rights that may subsequently arise under the provisions of this Agreement or any other agreement between the Company and the Optionee. No waiver of any breach or condition of this Agreement shall be
deemed to be a waiver of any other or subsequent breach or condition whether of like or different nature. 
 12.8 Assignment. The
Company may assign the Right of Repurchase to any person or entity selected by the Board of Directors, including, without limitation, one or more shareholders of the Company. 
 12.9 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of, and be binding upon, the Company and its successors
and assigns and upon the Optionee, the Optionee’s assigns and the Legal Representatives, heirs and legatees of the Optionee’s estate, whether or not any such person shall have become a party to this Agreement and have agreed in writing to
be join herein and be bound by the terms hereof. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by the Optionee without the prior written consent of the Company. 
 12.10 Headings. The headings and captions contained herein are for convenience only and shall not control or affect the meaning or construction of
any provision hereof. 
 12.11 Resolution of Disputes. Any dispute or disagreement which may arise under, or as a result of, or which
may in any way relate to, the interpretation, construction or application of this Agreement shall be determined by the Committee, in good faith, whose determination shall be final, binding and conclusive for all purposes. 
 12.12 Specific Performance. The parties hereto acknowledge that there will be no adequate remedy at law for a violation of any of the provisions
of this Agreement and that, in addition to any other remedies which may be available, all of the provisions of this Agreement shall be specifically enforceable in accordance with their respective terms. 
 12.13 Consent to Jurisdiction. Each party hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of
the State of New York and of the United States of America, in each case located in the County of New York, for any actions, suits or proceedings arising out of or relating to this Agreement, the Option or the Plan and the transactions contemplated
hereby and thereby (“Litigation”) (and agrees not to commence any Litigation except in any such court), and further agrees that service of process, summons, notice or document by U.S. registered mail to such party’s respective address
set forth in Section 12.3 hereof shall be effective service of process for any Litigation brought against such party in any such court. Each party hereby irrevocably and unconditionally waives any objection to the laying of venue of any
Litigation in the courts of the State of New York or of the United States of America, in each case located in the County of New York, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that
any Litigation brought in any such court has been brought in an inconvenient forum. 
  

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 EXHIBIT A 
 SAMPLE NOTICE OF EXERCISE 
 Citadel Broadcasting Corporation 
 7201 W. Lake Mead Blvd. 
 Suite 400 
 Las Vegas, Nevada 89128 
 Attn: Corporate Secretary 
 To the Corporate Secretary: 
 I hereby
exercise my stock option granted under the Citadel Broadcasting Corporation Amended and Restated 2002 Long-Term Incentive Plan (the “Plan”) and notify you of my desire to purchase the shares that have been offered pursuant to the Plan and
related Option Agreement as described below. 
 I shall pay for the shares by delivery of a check payable to Citadel Broadcasting Corporation (the
“Company”) in the amount described below in full payment for such shares plus all amounts required to be withheld by the Company under state federal or local law as a result of such exercise or shall provide such documentation as is
satisfactory to the Company demonstrating that I am exempt from any withholding requirement. 
 This notice of exercise is
delivered this      day of              (month)          (year). 
  

							
	 No. Shares to be Acquired
	 	 Type of Option
	 	 Option Price
	 	 Total

		 	Nonstatutory	 		 	
		 	Incentive	 		 	
	Estimated Withholding	 	Nonstatutory only	 		 	
		 		 	Amount Paid	 	

  

	
	Very truly yours,
	
	  

	Signature of Optionee
	
	Optionee’s Name and Mailing Address
	  

	  

	  

	
	Optionee’s Social Security Number
	
	  



  

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 EXHIBIT B 
 STOCK POWER 
 FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and
transfer(s) unto Citadel Broadcasting Corporation (the “Company”),                     
(            ) shares of the common stock, par value $0.01 per share, of the Company standing in his/her/their/its name on the books of the Company represented by Certificate
No.                      herewith and do(es) hereby irrevocably constitute and appoint
                                 his/her/their/its attorney-in-fact, with full
power of substitution, to transfer such shares on the books of the Company. 
  

			
	Dated:                             	 	Signature:
                                
		
		 	Print Name and Mailing Address
		 	  

		 	  

		 	  


  

	Instructions:	Please do not fill in any blanks other than the signature line and printed name and mailing address. Please print your name exactly as you would like your name to appear
on the issued stock certificate. The purpose of this assignment is to enable the Company to exercise the Repurchase Right without requiring additional signatures on your part. 

  

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 EXHIBIT C 
 SECTION 83(b) ELECTION 
 This statement is being made under Section 83(b) of
the Internal Revenue Code, pursuant to Treas. Reg. Section 1.83-2. 
  

	(1)	The taxpayer who performed the services is: 

  

					
	Name:	 	  
	 	
			
	Address:	 	  
	 	
			
		 	  
	 	
			
	Social Security Number:	 	  
	 	

  

	(2)	The property with respect to which the election is being made is
                     shares of the common stock, par value $0.01 per share, of Citadel Broadcasting Corporation. 

  

	(3)	The property was issued on                     . 


 

	(4)	The taxable year in which the election is being made is the calendar year         . 

  

	(5)	The property is subject to a right of repurchase pursuant to which the issuer has the right to acquire the property at the lower of fair market value or the original purchase price,
at any time prior to the vesting date. The issuer’s repurchase right lapses in a series of installments over a         -year period ending on
                    , 200  . 

  

	(6)	The fair market value at the time of transfer (determined without regard to any restriction other than a restriction which by its terms will never lapse) is
$             per share. 

  

	(7)	The amount paid for such property is $             per share. 

  

	(8)	A copy of this statement was furnished to the Company for whom taxpayer rendered the services underlying the transfer of property. 

  

	(9)	This statement is executed on
                                        .


  

					
	  
	 		 	  

	Spouse (if any)	 		 	Taxpayer

 This election must be filed with the Internal Revenue Service Center with which taxpayer files his or her
Federal income tax returns and must be made within thirty (30) days after the execution date of the Notice of Exercise. This filing should be made by registered or certified mail, return receipt requested. You should retain two (2) copies
of the completed form for filing with your Federal and state tax returns for the current tax year and an additional copy for your records. 
  

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 EXHIBIT D 
 RIGHT OF REPURCHASE 
 EXERCISE
NOTICE 
 [Date] 
  

	 	Re:	Exercise of Right of Repurchase 

 Dear Optionee: 
 The Company wishes to exercise its Right of Repurchase under the Citadel Broadcasting Corporation Amended and Restated 2002
Long-Term Incentive Plan (“Plan”) and buy back from you shares of common stock of the Company that you acquired upon the exercise of one or more stock options granted to you pursuant to the Plan under the terms described below: 

 

									
	 Date of Initial Option Grant
	 	 Shares to be Repurchased
	 	 FMV of one Share
	 	 Purchase Price
 per Share
	 	 Repurchase Price

		 		 		 		 	
		 		 		 		 	
		 		 		 		 	
		 		 		 	Total	 	

 Other Terms 
 Shares shall be repurchased on [insert date]. The Company shall pay the repurchase price to you by delivery of payment by check on or within two (2) days following such date. Once the payment is made
available to you, you shall no longer be considered a shareholder with respect to those shares. 
 *    *    * 
 Should you have any additional questions, please contact
[insert contact person and contact information]. 
  

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