RESTRICTED STOCK UNIT AGREEMENT
UNDER THE WESTWOOD ONE, INC. 2005 EQUITY COMPENSATION PLAN
THIS AGREEMENT, made as of the ____ day of __________, 200_, by and
between Westwood One, Inc., a Delaware corporation (the "Company") and
________________ (the "Participant").
WHEREAS, the Board of Directors of the Company (the "Board") adopted, and
the stockholders of the Company approved, the Westwood One, Inc. 2005 Equity
Compensation Plan (the "Plan");
WHEREAS, the Company, through the committee under the Plan (the
"Committee"), wishes to grant to the Participant restricted stock units
("Restricted Stock Units");
WHEREAS, pursuant to Section 9 of the Plan, the Committee is permitted to
grant Restricted Stock Units to members of the Board who are not employees of
the Company or any affiliate (a "Director");
WHEREAS, with respect to awards granted to Directors under the Plan, the
Board is the Committee; and
WHEREAS, the Committee hereby grants Restricted Stock Units to the
Participant as a Director.
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
_____________, 200_ (the "Grant Date"). 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 5 hereof).
2. VESTING.
(a) Except as provided in Section 2(b) of this Agreement, one-third of the
Restricted Stock Units shall vest on the first anniversary of the Grant Date and
an additional one-third of such Restricted Stock Units shall vest on each
succeeding anniversary of the Grant Date, provided that the Participant
continuously serves as a Director, Employee or Consultant through each
applicable vesting date.
(b) Upon the occurrence of a Change in Control all unvested Restricted
Stock Units shall immediately vest, provided that the Participant is a Director,
Employee or Consultant on such date.
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(c) 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.
One Share shall be distributed with respect to each vested Restricted
Stock Unit as soon as practicable following the earlier of the Participant's
Termination or the occurrence of a Change in Control.
4. 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.
5. 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.
6. 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.
7. 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. This Agreement is
intended to comply with the applicable requirements of Section 409A of the Code
and shall be limited, construed and interpreted in a manner so as to comply
therewith. Notwithstanding anything herein to the contrary, any provision in
this Agreement that is inconsistent with Section 409A of the Code shall be
amended by the Committee in good faith to comply with Section 409A of the Code
and to the extent such provision cannot be amended to comply therewith, such
provision shall be null and void.
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8. 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.
9. 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;
(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.
10. NO OBLIGATION TO CONTINUE DIRECTORSHIP.
Neither the execution of this Agreement nor the grant of Restricted Stock
Units constitute an agreement by the Company to continue the Participant's
directorship for any period.
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11. 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, 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.
(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.
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
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