Form of Cox Radio, Inc. Long-Term Incentive Plan Grant Agreement

Exhibit 10.4

Form of

Xxx Radio, Inc.

Long-Term Incentive Plan Xxxxx Agreement

«First_Name» «Last»

Xxxxx Date		Type of Grant		Number of Options		Exercise Price
[date]		Non-Qualified Stock Option		[number]		$[price]

Stock Option Term

You may exercise your options from the time they become vested (see below) until 10 years after the Grant Date, [date].

Normal Vesting Provisions

Your options become vested (i.e., exercisable) as follows:

• 60% of your option award becomes vested at the end of the 3^rd year after the Grant Date ([date]).

• An additional 20% (for a total of 80%) of your option award becomes vested at the end of the 4^th year after the Grant Date [date].

• An additional 20% (for a total of 100%) of your option award becomes vested at the end of the 5^th year after the Grant Date [date].

Special Vesting Provisions

You may be eligible to become 100% vested in your stock option grant if:

• At least 6 months have passed since the grant date and

• The closing price of Xxx Radio stock reaches 140% of your exercise price ($xx.xx) at any time after the 6 month period and

• The closing price remains at or above $xx.xx for 10 consecutive trading days.

Termination Guidelines

If you terminate employment for reasons other than cause, retirement, death, permanent disability or transferring to another Xxx company, you will have 90 days from the date of termination (or until the expiration of the option term, if that date is less than 90 days from the date of termination) to exercise any vested stock options. Unvested stock options will be forfeited.

If you are terminated for cause, you will forfeit all benefits from the Plan and all options (vested and unvested) will immediately be cancelled.

If you retire, die or become totally and permanently disabled, your stock options will immediately 100% vest upon termination of employment and you (or your beneficiary) will have one year from the date of termination (or until the expiration of the option term, if that date is less than one year from the date of termination) to exercise all vested options.

If you transfer to another Xxx company after a date when any portion of this award has become vested, you will retain the portion that is vested at the time of transfer, but any unvested portion will be forfeited.

If you transfer to another Xxx company prior to a date when any portion of this award has become vested, then a portion of the option award will become vested upon the date of transfer, as follows:

• None of your award will vest if the transfer date is less than 6 months after the Grant Date.

• 20% of your award will vest if the transfer date is at least 6 months but less than 18 months after the Grant Date.

• 40% of your award will vest if the transfer date is at least 18 months but less than 30 months after the Grant Date.

• 60% of your award will vest if the transfer date is at least 30 months but less than 36 months after the Grant Date.

I wish to accept this award granted under the Xxx Radio, Inc. Long-Term Incentive Plan. I acknowledge that I have received a copy of the Plan Summary, Plan Prospectus, and Legal Plan Document, and agree to all of the terms and conditions contained in this agreement and the Legal Plan Document. In the event of inconsistency between this agreement and the Legal Plan Document, the terms of the Legal Plan Document shall control.

Signature: Date:

Return by [date] (in the envelope provided) to [name], Compensation Department at Xxx Enterprises, Inc.

Form of

Xxx Radio, Inc.

Long-Term Incentive Plan

Restricted Stock Xxxxx Agreement

«First_Name» «Last»

Xxxxx Date		Type of Grant		Number of Shares
[date]		Restricted Stock		[number]

Vesting Provisions

These shares of restricted stock will become 100% vested on March 15, 2010 (the “Vesting Date”), provided that you have been continuously employed by Xxx Radio, Inc. (the “Company”) through such date. Once vested, your shares will be maintained in a book entry account position on the ledger of the Company’s stock transfer agent or, in the Company’s sole discretion, in the form of a stock certificate. If issued in the form of a stock certificate, the Company shall retain physical control over such certificate(s), and you shall deliver a stock power to the Company, endorsed in blank, relating to such certificate(s).

Termination Guidelines

If you terminate employment with the Company before the Vesting Date for any reason other than for cause, retirement, death, or permanent disability, you will forfeit all of these shares.

If you are terminated for cause before the Vesting Date you will forfeit all of these shares.

If you retire, die or become totally and permanently disabled, your shares will 100% vest upon such termination of employment.

Continuing Resale Restrictions

After your shares have vested, at all times while you remain employed by the Company or its affiliates you must retain a number of shares equal to sixty percent (60%) of your original award, and you cannot resell or transfer such shares. Your book entry position or stock certificate(s) will bear a legend or stop-transfer instructions (as applicable) reflecting these restrictions.

I wish to accept this award granted under the Xxx Radio, Inc. Long-Term Incentive Plan. I acknowledge that I have received a copy of the Plan Summary, Plan Prospectus, and Legal Plan Document. I agree to all of the terms and conditions contained in this Agreement and the Legal Plan Document. In the event of inconsistency between this Agreement and the Legal Plan Document, the terms of the Legal Plan Document shall control.

Signature: Date:

Return (in the enclosed envelope) to:		[name]
		[title]
		[address]