RESTRICTED STOCK AGREEMENT UNDER THE WESTWOOD ONE, INC. 2005 EQUITY COMPENSATION PLAN
Exhibit 99.2
NON-DIRECTOR FORM
RESTRICTED STOCK AGREEMENT
UNDER THE WESTWOOD ONE, INC. 2005 EQUITY COMPENSATION PLAN
UNDER THE WESTWOOD ONE, INC. 2005 EQUITY COMPENSATION PLAN
THIS AGREEMENT, made as of the ___day of [month], [year], 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. 2005 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 (“Restricted Stock”) pursuant to the authority granted to the
Committee under Section 7 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.
Subject to the restrictions and other conditions set forth herein, the Committee has
authorized this grant of [#] shares of Restricted Stock on [date]. Unless otherwise provided in
the Award, each share of Restricted Stock is equivalent to one Share with all of the attendant
rights of a holder of a Share during the Restriction Period, including the right to receive or
reinvest dividends with respect to such Shares (which may be subject to the same restrictions as
the Restricted Stock) and to vote such Shares.
2. Vesting.
(a) Except as provided in this Agreement or the Plan, [INSERT VESTING TERMS] (the “Vesting
Date”).
(b) Upon the Participant’s Termination without Cause during the 24-month period following a
Change in Control, all unvested Restricted Stock shall immediately vest; provided that the
Participant is a Participant (as such term is defined in the Plan) at the time of such Termination.
(c) Upon the Participant’s Termination for Cause, all outstanding Restricted Stock
(whether vested or unvested) shall immediately terminate upon such Termination.
(d) Restricted Stock 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 share of Restricted Stock as soon
as practicable following the earlier of the Vesting Date or the Participant’s Termination. Once
the Restriction Period has expired without forfeiture, unrestricted Shares shall be delivered to
the Participant.
4. Restrictions on Transfer.
During the Restriction Period, Restricted Stock 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 share of Restricted Stock 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 share of Restricted Stock
vests. Stock dividends on Shares shall be credited to a dividend book entry account on behalf of
each Participant with respect to each share of Restricted Stock granted to a Participant, provided
that the Participant shall not be entitled to such dividend unless and until the share of
Restricted Stock vests.
6. Plan.
In addition to the terms and conditions set forth herein, the Restricted Stock is 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.
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.
2
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 and issuance of Shares upon settlement of the Restricted
Stock 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, 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. Not an Employment Agreement.
Neither the execution of this Agreement nor the grant of Restricted Stock constitute an
agreement by the Company to employ or engage or continue to employ or engage the Participant for
any period.
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.
3
(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.
(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: | ||||
| [Name] | ||||
4
