RESTRICTED STOCK AGREEMENT UNDER THE WESTWOOD ONE, INC. 2005 EQUITY COMPENSATION PLAN
Exhibit 99.3
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 shares of its common stock, par value $0.01 per share subject to certain
restrictions (the “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.
(a) Subject to the restrictions and other conditions set forth herein, the Committee has
authorized this grant of [#] shares of Restricted Stock on [date]. To the extent required by law,
the Participant shall pay the Company the par value ($0.01) for each Share awarded to the
Participant simultaneously with the execution of this Agreement. 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.
(b) Promptly after the date of this Agreement, the Company shall issue stock certificates
representing the Restricted Stock unless it elects to recognize such ownership through
uncertificated book entry or another similar method pursuant to Section 8 herein. The stock
certificates shall be registered in the Participant’s name and shall bear any legend required under
the Plan or Section 11 of this Agreement. Such stock certificates shall be held in custody by the
Company (or its designated agent) until the restrictions thereon shall have lapsed. Upon the
Company’s request, the Participant shall deliver to the Company a duly signed stock power, endorsed
in blank, relating to the Restricted Stock.
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) Except as otherwise provided in this Agreement, 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.
(a) When any share of Restricted Stock become vested, the Company shall promptly issue and
deliver with respect to each vested share of Restricted Stock to the Participant a new stock
certificate registered in the name of the Participant for such Shares without the legend set forth
in Section 11 hereof and deliver to the Participant any related other RS Property, subject to
applicable withholding.
(b) The delivery of any certificate representing the Restricted Stock or other RS Property may
be postponed by the Company for such period as may be required for it to comply with any applicable
federal or state securities law, or any national securities exchange listing requirements and the
Company is not obligated to issue or deliver any securities if, in the opinion of counsel for the
Company, the issuance of such Shares shall constitute a violation by the Participant or the Company
of any provisions of any law or of any regulations of any governmental authority or any national
securities exchange.
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.
(a) 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.
(b) If the Participant receives any other shares, securities, moneys or property representing:
(i) a dividend on the Restricted Stock (other than regular cash dividends pursuant to Section
5(a)), (ii) representing a distribution or return of capital upon or in respect of the Restricted
Stock or any part thereof, (iii) resulting from a split-up, reclassification or other like changes
of the Restricted Stock, or (iv) otherwise received in exchange therefor, and any warrants, rights
or options issued to the Participant in respect of the Restricted Stock (collectively “RS
Property”), as long as the Restricted Stock remains “Restricted Stock,” the
Participant will also immediately deposit with and deliver to the Company any of such RS
Property, including any certificates representing shares duly endorsed in blank or accompanied by
stock powers duly executed in blank, and such RS Property shall be subject to the same
restrictions, including that of this Section 5(b), as the Restricted Stock with regard to which
they are issued and shall herein be encompassed within the term “Restricted Stock.”
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6. Section 83(b).
If the Participant properly elects (as required by Section 83(b) of the Code) within 30 days
after the issuance of the Restricted Stock to include in gross income for federal income tax
purposes in the year of issuance the fair market value of such Shares of Restricted Stock, the
Participant shall pay to the Company or make arrangements satisfactory to the Company to pay to the
Company upon such election, any federal, state or local taxes required to be withheld with respect
to the Restricted Stock. If the Participant shall fail to make such payment, the Company shall, to
the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to
the Participant any federal, state or local taxes of any kind required by law to be withheld with
respect to the Restricted Stock, as well as the rights set forth in Section 15(d) hereof. The
Participant acknowledges that it is his or her sole responsibility, and not the Company’s, to file
timely and properly the election under Section 83(b) of the Code and any corresponding provisions
of state tax laws if he or she elects to utilize such election.
7. Power of Attorney.
The Company, its successors and assigns, is hereby appointed the attorney-in-fact, with full
power of substitution, of the Participant for the purpose of carrying out the provisions of this
Agreement and taking any action and executing any instruments which such attorney-in-fact may deem
necessary or advisable to accomplish the purposes hereof, which appointment as attorney-in-fact is
irrevocable and coupled with an interest. The Company, as attorney-in-fact for the Participant,
may in the name and stead of the Participant, make and execute all conveyances, assignments and
transfers of the Restricted Stock, Shares and property provided for herein, and the Participant
hereby ratifies and confirms all that the Company, as said attorney-in-fact, shall do by virtue
hereof. Nevertheless, the Participant shall, if so requested by the Company, execute and deliver
to the Company all such instruments as may, in the judgment of the Company, be advisable for the
purpose.
8. Uncertificated Shares.
Notwithstanding anything else herein, to the extent permitted under applicable law, the
Committee may, issue the Shares in the form of uncertificated shares. Such uncertificated shares
of Restricted Stock shall be credited to a book entry account maintained by the Company (or its
designee) on behalf of the Participant. If thereafter certificates are issued with respect to the
uncertificated shares of Restricted Stock, such issuance and delivery of certificates shall be in
accordance with the applicable terms of this Agreement.
9. 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.
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10. 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. The award of Restricted Stock pursuant to this Agreement is not intended to
be considered “deferred compensation” for purposes of Section 409A of the Code. With respect to
any dividend equivalents, however, 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.
11. 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.
12. Securities Representations.
The grant of the Restricted Stock and delivery of Shares upon vesting 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 vesting 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”);
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(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.
13. Not an Employment Agreement.
Neither the execution of this Agreement nor the grant of Restricted Stock constitutes an
agreement by the Company to employ or engage or continue to employ or engage the Participant for
any period.
14. Notices.
Any notice or communication, including any notice of election under Section 83(b) of the Code,
given hereunder shall be in writing and shall be deemed to have been duly given when delivered in
person, or by United States mail, to the appropriate party at the address set forth below (or such
other address as the party shall from time to time specify):
If to the Company, to:
Westwood One, Inc.
00 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: General Counsel
00 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: General Counsel
If to the Participant, to the address on file with the Company.
15. 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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