Exhibit 10.1
F ORM OF A GREEMENT AS OF 3/1/06
CITADEL BROADCASTING
CORPORATION
F ORM OF P ERFORMANCE S HARE A GREEMENT
for use under
the
Amended and Restated 2002
Stock Option and Award Plan
Reference Number:
001-A
THIS AGREEMENT, dated as of [DATE
OF GRANT] (“ Date of Grant ”), is entered
into between Citadel Broadcasting Corporation, a Delaware
corporation (together with any successor thereto by merger,
consolidation, acquisition of substantially all the assets thereof
or otherwise, the “ Company ”), and
[EMPLOYEE’S FULL NAME] (“ Employee
”).
WHEREAS, the Compensation Committee
of the Board of Directors of the Company (the “
Committee ”) has determined that Employee shall be
granted shares of the Company’s common stock, par value $0.01
per share (together with any securities of the Company which may be
issued with respect to the shares by virtue of any stock split,
combination, stock dividend, recapitalization or exchange of stock,
the “ Common Stock ”), subject to the
restrictions stated below and in accordance with the terms and
conditions of the Citadel Broadcasting Corporation Amended and
Restated 2002 Stock Option and Award Plan (also referred to from
time to time by the Company as the Amended and Restated 2002 Long
Term Incentive Plan) (as amended from time to time, the “
Plan ”), a copy of which can be obtained by written or
telephonic request to the Secretary of the Company. Capitalized
terms not otherwise defined herein have the meaning set forth in
the Plan.
NOW THEREFORE, the parties hereto
hereby agree as follows:
1. Grant and Issuance of
Stock .
Subject to the terms and conditions
of this Agreement and of the Plan, the Company hereby grants to
Employee (the “ Award ”) [NUMBER]
performance-vesting shares of Common Stock (to be “
Performance Shares ” hereunder), subject to all of the
restrictions hereinafter set forth. The Performance Shares shall be
issued in the name of Employee as soon as reasonably practicable
after the Date of Grant; provided that Employee has executed
and delivered to the Company this Agreement evidencing the Award,
the appropriate blank stock powers (a form of which is attached
hereto as Exhibit A ) and, in the discretion of the
Committee, an escrow agreement and any other documents which the
Committee may require as a condition to the issuance of the
Performance Shares.
2. Vesting Requirements;
Schedule .
This Award is subdivided into
[NUMBER] tranches, “Tranche A” and
“Tranche B” [modify as appropriate] each of
which constitutes [FRACTION] of the Award ( [NUMBER]
Performance Shares).
(a) Tranche A .
(i) Subject to the terms and conditions set forth in this
Section 2, and subject to the accelerated vesting provisions
of Section 7 hereof and the forfeiture provisions of
Section 8 hereof, (A) provided that the Committee
certifies in writing that the Tranche A Performance Objective (as
such term is defined below) has been achieved as of [DATE AT END
OF PERFORMANCE PERIOD] , and (B) provided that Employee
satisfies the continuous employment requirement of
Section 2(c), Tranche A of this Award will vest on the
[VESTING DATE] (the “ Tranche A Vesting Date
”). 1
(ii) The “ Tranche A
Performance Objective ” shall mean that for the
[LENGTH OF PERFORMANCE PERIOD] commencing [DATE AT
BEGINNING OF PERFORMANCE PERIOD] , [INSERT PERFORMANCE
OBJECTIVE].
(b) Tranche B .
(i) Subject to the terms and conditions set forth in this
Section 2, and subject to the accelerated vesting provisions
of Section 7 hereof and the forfeiture provisions of
Section 8 hereof, (A) provided that the Committee
certifies in writing that the Tranche B Performance Objective (as
such term is defined below) has been achieved as of [DATE AT END
OF PERFORMANCE PERIOD] , and (B) provided that Employee
satisfies the continuous employment requirement of
Section 2(c), Tranche B of this Award will vest on the
[VESTING DATE] date of the Date of Grant (the “
Tranche B Vesting Date ”).
(ii) The “ Tranche B
Performance Objective ” shall mean that for the
[LENGTH OF PERFORMANCE PERIOD] commencing [DATE AT
BEGINNING OF PERFORMANCE PERIOD] , [INSERT PERFORMANCE
OBJECTIVE].
(c) Continuous Employment
Requirement . The right of Employee to receive payment of this
Award shall become vested as provided in Section 2(a) or 2(b)
hereof, as applicable, only if Employee remains continuously
employed by the Company or one of its subsidiaries from the Date of
Grant until (i) the Tranche A Vesting Date, in the case of
Tranche A, or (ii) the Tranche B Vesting Date, in the case of
Tranche B (including Tranche A, if reclassified as an additional
portion of Tranche B). [modify as appropriate]
(d) On the applicable vesting date,
all of the Performance Shares for which the applicable requirements
of this Section 2 have been satisfied shall become fully
vested to the extent that the Performance Shares have not
previously been forfeited, and the Restrictions (as defined below)
shall lapse and have no further force or effect with respect
thereto.
3. Restrictions .
(a) With respect to each share of
the Performance Shares, the period of time between the Date of
Grant and the date on which such Performance Share becomes fully
vested in accordance with Section 2 hereof is referred to
herein as the “ Restriction Period .”
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Performance Share Agreements for
executive officers, may, at the sole discretion of the Committee,
provide that in the event the performance objective is not
satisfied during the performance period for Tranche A, such tranche
shall be treated as if it were an additional portion of Tranche B,
and so reclassified, then shall be subject to vesting under the
terms and conditions that govern the vesting of Tranche B (and
provide a similar rollover if there are more than two tranches of
the Award).
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(b) No Performance Share and/or
rights or privileges granted hereunder may be sold, transferred
(whether by operation of law or otherwise) or otherwise disposed
of, be pledged or otherwise hypothecated or be subject to
execution, attachment or similar process until such Performance
Share becomes vested in accordance with Section 2 hereof
(collectively, the “ Restrictions ”). Upon any
attempt to effect any such disposition, or upon the levy of any
such process, such disposition or levy shall immediately become
null and void.
4. Legend .
All certificates representing any
Performance Shares that are subject to the provisions of this
Agreement shall have endorsed thereon (i) any appropriate
legends that may be, in the judgment of the Company, necessary or
desirable in order to achieve compliance with the United States
Securities Act of 1933, as amended, or the securities laws of any
state or any other law and (ii) the following
legend:
“The shares represented by
this certificate are subject to certain restrictions pursuant to an
agreement between Citadel Broadcasting Corporation and the
registered holder, a copy of which is on file at the principal
office of Citadel Broadcasting Corporation.”
5. Escrow .
(a) The certificate or certificates
evidencing the Performance Shares subject hereto shall be delivered
to and deposited with the Secretary of the Company as Escrow Agent
in this transaction or his or her designee. The Performance Shares
may also be held in a restricted book entry account in the name of
Employee. Such certificates or such book entry shares are to be
held by the Escrow Agent until termination of the Restriction
Period with respect to the Performance Shares to which such
certificates relate, at which time they shall be released to
Employee by the Escrow Agent; provided , however ,
that a portion of such Performance Shares shall be surrendered in
payment of required withholding taxes in accordance with
Section 9 hereof, unless alternative procedures for the
payment of required withholding taxes are established by the
Company.
(b) Upon the termination of the
Restriction Period and subject to the satisfaction of all terms and
conditions contained herein and in the Plan, the Committee shall
cause the Escrow Agent to, and the Escrow Agent shall, deliver a
stock certificate in respect of the vested Performance Shares to
Employee, free and clear of all Restrictions hereunder.
6. Employee’s Stockholder
Rights .
During the Restriction Period,
Employee shall have all of the rights of a holder of Common Stock
with respect to the Performance Shares except for the right to
transfer the Performance Shares, as set forth in Section 3
hereof. In particular, Employee shall have the right to vote the
Performance Shares at any meeting of the stockholders of the
Company at which a holder of Common Stock is entitled to vote and
to receive any dividends or other distributions paid on the Common
Stock as if the Performance Shares were fully vested shares of
Common Stock, less applicable withholding taxes (it being
understood that cash dividends generally will be taxable as
ordinary compensation income during the Restriction Period, unless
Employee
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makes an election under Section 83(b) of
the Code as provided in Section 9(e) of this Agreement). It is
the Committee’s intention that, for purposes of
Section 409A of the Code, neither (i) the grant of the
Performance Shares nor (ii) the right to receive dividends
with respect to the Performance Shares during the Restriction
Period shall be treated as deferred compensation and that any
ambiguities in construction be interpreted to effectuate such
intent. During the Restriction Period, any payment of dividends to
Employee on or with respect to the Performance Shares shall be made
at the same time as such dividend is paid to holders of Common
Stock; provided , however , that, in any event, such
payment to Employee shall be made no later than the fifteenth day
of the third month following the end of the taxable year in which
the dividend is declared. In the event the Award, or any portion of
it, is forfeited in accordance with the terms of this Agreement,
any dividends or distributions to which Employee became entitled on
or prior to the date of forfeiture of the Award, whether or not
previously paid, will remain the property of Employee and are not
subject to forfeiture.
7. Lapse of Restrictions
. 2
(a) Notwithstanding the terms and
conditions of Section 2 hereof, upon termination of
Employee’s employment with the Company or any of its
subsidiaries by reason of Employee’s death, disability or
adjudicated incompetency, this Award and any Performance Shares
represented thereby shall become fully vested to the extent that it
has not previously been forfeited, and the Restriction shall lapse
and have no further force or effect. For purposes of this
Agreement, the term “disability” shall mean
Employee’s Disability as defined in Section 2.12 of the
Plan. Once Employee has been disabled as defined in this Section
for a period of at least 180 consecutive days, the disability shall
be deemed to have occurred on the first day of such 180-day period.
In the event of Employee’s death prior to the delivery to
Employee of the vested Performance Shares, said vested Performance
Shares shall be delivered to Employee’s estate or designated
beneficiary.
8. Forfeiture of Shares
.
(a) Non-Satisfaction of Vesting
Requirements . If the vesting requirements applicable to any
portion of the Award are not satisfied as described in Sections
2(a)-(c) hereof [modify as appropriate] (other than if
Employee’s employment is terminated as described in
Section 7 hereof), then that portion of the Award and any
Performance Shares represented thereby shall be forfeited by
Employee and Employee’s rights with respect thereto shall
cease without consideration to Employee or Employee’s
executor, administrator, personal representative or heirs (“
Representative ”). In any such event, Employee or
Employee’s Representative shall promptly deliver any
documents requested by the Company necessary to effect the
forfeiture.
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Performance Share Agreements for
executive officers also include provisions relating to accelerated
vesting upon termination of employment by the Company for any
reason other than for “Cause” (generally as defined in
the Plan) and by Employee for “Good Reason” (generally
defined to include any material diminution in salary or
responsibilities or place of employment relocation).
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(b) Termination of Employment
. Other than if Employee’s employment is terminated as
described in Section 7 hereof, if Employee’s employment with
the Company is terminated at any time for any reason (including but
not limited to Employee’s voluntary resignation), prior to
the vesting date for any portion of the Award granted hereunder,
such unvested portion of the Award (i.e., Tranche A and/or Tranche
B) [modify as appropriate] and any Performance Shares
represented thereby shall be forfeited by Employee and
Employee’s rights with respect thereto shall cease without
consideration to Employee or Employee’s Representative. In
any such event, Employee or Employee’s Representative shall
promptly deliver any documents requested by the Company necessary
to effect the forfeiture.
9. Taxes .
(a) The grant of the Performance
Shares and the lapse of the Restriction on the Performance Shares
pursuant to Section 2 or Section 7 hereof shall be
conditioned on Employee or the Representative having made
appropriate arrangements with the Company to provide for the
withholding of any taxes (including, for all purposes of this
Section 9, FICA and other payroll taxes and social insurance
contr
