EXHIBIT
99.1
CITADEL BROADCASTING
CORPORATION
FORM OF RESTRICTED STOCK
AGREEMENT
FOR USE UNDER
THE
AMENDED AND RESTATED 2002
STOCK OPTION AND AWARD PLAN
(as of October 25, 2005)
THIS AGREEMENT, dated [GRANT
DATE] , is entered into between Citadel Broadcasting
Corporation, a Delaware Corporation (together with its subsidiaries
and affiliates, including any successor thereto by merger,
consolidation, acquisition of substantially all the assets thereof
or otherwise, the “ Company ”), and
[EMPLOYEE’S FULL NAME] (the “
Employee ”).
WHEREAS, the Compensation Committee of the Board
of Directors of the Company or its delegates (the “
Committee ”) has determined that the Employee shall be
granted shares of the Company’s common stock, par value $0.01
per share (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 found as Exhibit 99.1
to the Form 8-K that the Company filed with the Securities Exchange
Commission on May 24, 2005 or 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:
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1.
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Grant and
Issuance of Stock.
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Subject to the terms and conditions of this
Agreement and of the Plan, the Company hereby grants to the
Employee (the “ Award ”) [INSERT
NO.] shares of Common Stock (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, which securities shall be
deemed to be “ Stock ” hereunder), subject to
all the restrictions hereinafter set forth. The Stock shall be
issued in the name of the Employee as soon as reasonably
practicable after the grant is made; provided that the
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 Stock.
Provided that the Employee remains in the employ of the
Company on a continuous, full-time basis through the close of
business on each of the Vesting Dates set out below, the interest
of the Employee in the specified number of shares of the Stock
shall become fully vested on the specified Vesting Date. The
interest of the Employee in the Stock shall vest as follows:
[INSERT VESTING PROVISION HERE] ;
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Vesting Date
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Number of Shares of Stock
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(a) With respect to each share of the Stock, the
period of time between the date hereof and the date such share of
Stock becomes fully vested in accordance with Section 2 hereof is
referred to herein as the “ Restriction Period
.”
(b) Except as otherwise provided in this Agreement
or permitted by the Committee or the Board of Directors of the
Company, no share of Stock 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 share of Stock becomes vested in accordance with
Section 2 hereof. Upon any attempt to effect any such disposition,
or upon the levy of any such process, the Award shall immediately
become null and void and the Stock shall be forfeited.
All certificates representing any Stock of the
Company 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 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 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.”
(a) The certificate or certificates evidencing the
Stock subject hereto shall be delivered to and deposited with the
Secretary of the Company as Escrow Agent in this transaction. The
Stock may also be held in a restricted book entry account in the
name of the 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 shares of Stock to which
such certificates relate, at which time they shall be released by
said Escrow Agent; provided , however , that a
portion of such Stock shall be surrendered in payment of required
withholding taxes in accordance with Section 9 hereto, 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 Stock to the Employee, free
and clear of all restrictions hereunder.
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6.
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The
Employee’s Stockholder Rights.
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Upon the Employee's execution and delivery to
the Company of this Agreement and the delivery of the Stock to the
Escrow Agent, during the Restriction Period the Employee shall have
all the rights of a holder of Common Stock with respect to the
Stock except for the right to transfer the Stock, as set forth in
Section 3 hereto. Accordingly, the Employee shall have the right to
vote the Stock 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 to or made with respect
to the Stock, less applicable withholding taxes (it being
understood that any cash dividends will generally be taxable as
ordinary compensation income during the Restriction Period unless
the Employee makes an election under Section 83(b) of the Code as
provided in Section 9(e) of this Agreement). It is the
Committee’s intent that, for purposes of Section 409A of the
Code, (i) the Stock shall not be treated as a payment of deferred
compensation and (ii) the right to receive dividends with respect
to the Stock shall be treated as deferred compensation payable at a
specified time or pursuant to a specified schedule, and that any
ambiguities in construction be interpreted to effectuate such
intent. Any payment of dividends hereunder shall be made no later
than the end of the calendar year in which the dividends are paid
to other stockholders of the Common Stock or, if
later, the fifteenth day of the third month following the date the
dividends are paid to such other stockholders.
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7.
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Lapse of
Restriction By Death or Disability.
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The Restriction shall lapse and have no further
force or effect upon termination of the Employee’s employment
with the Company by reason of [his/her ] death,
permanent disability or adjudicated incompetency. For purposes of
this Agreement, the term “disability” shall mean the
Employee’s Disability as defined in Section 2.12 of the Plan.
Once the 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 the Employee’s death after a vesting date but
prior to the delivery to the Employee of the vested shares of
Stock, said Stock shall be delivered to the Employee’s estate
or designated beneficiary.
Except as otherwise provided for in this
Agreement, if the Employee’s employment with the Company is
terminated at any time for any reason (including but not limited to
the Employee’s voluntary resignation or involuntary discharge
for Cause, as defined in Section 2.5 of the Plan) prior to the
lapse of the Restriction Period for any share of Stock granted
hereunder, such Stock shall be forfeited by the Employee, and
ownership of such Stock transferred back to the Company, without
consideration to the Employee or [his/her]
executor, administrator, personal representative or heirs (“
Representative ”). In any such event, the Employee or
[his/her] Representative shall promptly deliver
any documents requested by the Company necessary to effectuate such
transfer.
(a) The grant of the Stock and the lapse of the
Restriction on the Stock pursuant to Section 2 or 7 hereof shall be
conditioned on the Employee or the Representative having made
appropriate arrangements with the Company to provide for the
withholding of any taxes required to be withheld by federal, state
or local law with respect to such grant or lapse.
(b) The Employee shall be liable for any and all
taxes, including withholding taxes, arising out of this grant or
the vesting of Stock hereunder. The Employee shall surrender a
sufficient number of whole shares of Stock as necessary to cover
all applicable required withholding taxes and required social
security contributions at the time of grant or the time that the
restrictions on the Stock lapse, unless alternative procedures for
such payment are established by the Company. The Employee will
receive a cash refund for any fraction of a surrendered share of
Stock not necessary for required withholding taxes and required
social insurance contributions. To the extent that any surrender of
Stock or alternative procedure for such payment is insufficient,
the Employee authorizes the Company, its affiliates and
subsidiaries, which are qualified to deduct tax at source, to
deduct all applicable required withholding taxes and social
security contributions from the Employee’s compensation. The
Employee agrees to pay any amounts that cannot be satisfied from
wages or other cash compensation, to the extent permitted by
law.
(c) Regardless of any action the Company takes with
respect to any or all income tax, social insurance, payroll tax,
payment on account or other tax-related withholding (“
Tax-Related Items ”), the Employee acknowledges and
agrees that the ultimate liability for all Tax-Related Items
legally due by [him/her] is and remains the
Employee’s responsibility and that the Company (i) makes no
representations nor undertakings regarding the treatment of any
Tax-Related Items in connection with any aspect of this grant of
Stock, including the grant, vesting or release, the subsequent sale
of Stock and receipt of any dividends and (ii) does not commit to
structure the terms or any aspect of this grant of Stock to reduce
or eliminate the Employee’s liability for Tax-Related Items.
The Employee shall pay the Company any amount of Tax-Related Items
that the Company or the Employer may be required to withhold as a
result of the Employee’s participation in the Plan or the
Employee’s receipt of Stock that cannot be satisfied by the
means previously described. The Company may refuse to deliver the
Stock if the Employee fails to comply with the Employee’s
obligations in connection with the Tax-Related Items.
(d) It is the Committee’s intent that the
Stock shall not be treated as a payment of deferred compensation
for purposes of Section 409A of the Internal Revenue Code, as
amended from time to time, and that any ambiguities in construction
be interpreted to effectuate such intent.
(e) Section 83(a) of the Code provide
