RESTRICTED STOCK UNIT AGREEMENT UNDER THE WESTWOOD ONE, INC. 2005 EQUITY COMPENSATION PLAN
Exhibit 99.2
DIRECTOR
RESTRICTED STOCK UNIT 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 (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 [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 6 hereof).
2. Vesting.
(a) Except as provided in Section 2 of this Agreement, the Restricted Stock Units shall vest
[INSERT VESTING TERMS] (each such date, a “Vesting Date”), provided that the Participant
continuously serves as a Director, Officer, 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.
In such event, the term “Vesting Date” shall include the date any unvested Restricted Stock Units
vest hereunder.
(c) Upon the Retirement of a Director, all unvested Restricted Stock Units shall immediately
vest. In the event of a “Retirement”, the term “Vesting Date” shall include the date any unvested
Restricted Stock Units vest hereunder.
(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 as soon as practicable following the applicable Vesting Date.
4. Right to Defer.
(a) Within the 30-day period following the date of grant, the Participant may elect to defer
distribution of the Shares relating only to his or her Restricted Stock Units that are scheduled to
vest beginning on [INSERT VESTING DATES]. 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 either: (i) on a date specified by the Participant in the election
form referred to in Section 4(c), which date shall not be earlier than [INSERT DATE]; 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 as soon as practicable following the
Participant’s Termination; or (ii) on the date of the
Participant's Termination.
(b) If so elected by the Participant (unless otherwise determined by the Board), 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 as soon as practicable following 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.
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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. 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.
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.
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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.
11. 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.
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.
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(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] | ||||||
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