0000950144-09-001871 Sample Contracts

Cumulus Media Inc. 2008 Equity Incentive Plan Restricted Stock Agreement Award No. ___
Restricted Stock Agreement • March 4th, 2009 • Cumulus Media Inc • Radio broadcasting stations • Georgia

This Restricted Stock Agreement (“Agreement”) is made and entered into as of the date of grant set forth below (the “Date of Grant”) by and between Cumulus Media Inc., a Delaware corporation (the “Company”), and the participant named below (“Participant”). Capitalized terms not defined herein shall have the meanings ascribed to them in the Company’s 2008 Equity Incentive Plan, as may be amended and/or restated from time to time (the “Plan”), a summary plan description of which is attached hereto as Exhibit A. You should carefully review these documents, and consult with your personal financial advisor, in order to fully understand the implications of this Agreement, including your tax alternatives and their consequences.

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