Under the Entercom Equity Compensation Plan (the “Plan”), the Company is authorized to issue share-based compensation awards to key employees, directors and consultants.

Restricted Stock Units (“RSUs”) Activity

			Number			Weighted	Aggregate
			Of	Weighted		Average	Intrinsic
			Restricted	Average		Remaining	Value As Of
			Stock	Purchase		Contractual	September 30,
	Period Ended		Units	Price		Term (Years)	2015

RSUs outstanding as of:	December 31, 2014		1,258,685
RSUs awarded			701,527
RSUs released			(394,130)
RSUs forfeited			(53,498)
RSUs outstanding as of:	September 30, 2015		1,512,584	$	-	1.3	$	15,367,853
RSUs vested and expected
to vest as of:	September 30, 2015		1,424,839	$	-	1.2	$	13,649,545
RSUs exercisable (vested and
deferred) as of:	September 30, 2015		81,380	$	-	-	$	826,821
Weighted average remaining
recognition period in years			2.0
Unamortized compensation
expense, net of estimated
forfeitures		$	8,404,214

RSUs With Service And Market Conditions

The Company issued RSUs with service and market conditions that are included in the table above. These shares vest if: (1) the Company’s stock achieves certain shareholder performance targets over a defined measurement period; and (2) the employee fulfills a minimum service period. The compensation expense is recognized even if the market conditions are not satisfied and are only reversed in the event the service period is not met, as all of the conditions need to be satisfied. These RSUs are amortized over the longest of the explicit, implicit or derived service periods, which range from one to two years.

		Nine Months		Year
		Ended		Ended
		September 30,		December 31,
		2015		2014
		(amounts in thousands, except per share data)

Reconciliation Of RSUs With Market Conditions
	Beginning of period balance		290		-
	Number of RSUs granted		165		290
	Number of RSUs forfeited		-		-
	Number of RSUs vested		(65)		-
	End of period balance		390		290
	Average fair value of RSUs issued with market
	conditions	$	8.39	$	6.90

The fair value of RSUs with service conditions is estimated using the Company’s closing stock price on the date of the grant. To determine the fair value of RSUs with service and market conditions, the Company used the Monte Carlo simulation lattice model. The Company’s determination of the fair value was based on the number of shares granted, the Company’s stock price on the date of grant and certain assumptions regarding a number of highly complex and subjective variables. If other reasonable assumptions were used, the results could differ.

Expected Volatility Term Structure - The Company estimated the volatility term structure using: (1) the historical volatility of its stock; and (2) the implied volatility provided by its traded options from a trailing month’s average of the closing bid-ask price quotes.

Risk-Free Interest Rate - The Company estimated the risk-free interest rate based upon the implied yield available on U.S. Treasury issues using the Treasury bond rate as of the date of grant.

Dividend Yield - The Company calculated the dividend yield at the time of grant based upon the Company’s most recent history of not paying a dividend on its common stock.

RSUs With Service And Performance Conditions

In addition to the RSUs included in the table above summarizing the activity in RSUs under the Plan, the Company issued RSUs with both service and performance conditions. Vesting of performance-based awards, if any, is dependent upon the achievement of certain performance targets. If the performance standards are not achieved, all unvested shares will expire and any accrued expense will be reversed. The Company determines the requisite service period on a case-by-case basis to determine the expense recognition period for non-vested performance based RSUs. The fair value is determined based upon the closing price of the Company’s common stock on the date of grant. The Company applies a quarterly probability assessment in computing its non-cash compensation expense and any change in the estimate is reflected as a cumulative adjustment to expense in the quarter of the change.

The following table reflects the activity of RSUs with service and performance conditions:

		Nine Months		Year
		Ended		Ended
		September 30,		December 31,
		2015		2014
		(amounts in thousands, except per share data)

Reconciliation Of RSUs With Performance Conditions
	Beginning of period balance		8		-
	Number of RSUs granted		22		11
	Number of RSUs that did not meet criteria		-		(3)
	Number of RSUs vested		-		-
	End of period balance		30		8
	Average fair value of RSUs issued with performance
	conditions	$	11.11	$	9.60

Option Activity

The following table provides summary information related to the exercise of stock options:

Amount excludes impact from suspended income tax benefits and/or valuation allowances.

						Weighted	Intrinsic
				Weighted		Average	Value
				Average		Remaining	As Of
		Number Of		Exercise		Contractual	September 30,
	Period Ended	Options		Price		Term (Years)	2015

Options outstanding as of:	December 31, 2014		486,675	$	2.11
Options granted			-		-
Options exercised			(11,750)		3.02
Options forfeited			(3,750)		8.72
Options expired			(4,250)		13.63
Options outstanding as of:	September 30, 2015		466,925	$	1.93	3.3	$	3,871,714
Options vested and expected to
vest as of:	September 30, 2015		466,925	$	1.93	3.3	$	3,871,714
Options vested and exercisable as of:	September 30, 2015		466,925	$	1.93	3.3	$	3,871,714
Weighted average remaining
recognition period in years			-
Unamortized compensation expense,
net of estimated forfeitures		$	11,947

				Options Outstanding				Options Exercisable
				Number Of	Weighted			Number Of
				Options	Average	Weighted		Options	Weighted
Range Of				Outstanding	Remaining	Average		Exercisable	Average
Exercise Prices				September 30,	Contractual	Exercise		September 30,	Exercise
From		To		2015	Life	Price		2015	Price
$	1.34		1.34	432,925	3.4	$	1.34	432,925	$	1.34
$	2.02		11.78	34,000	2.9	$	9.50	34,000	$	9.50
$	1.34		11.78	466,925	3.3	$	1.93	466,925	$	1.93

Recognized Non-Cash Stock-Based Compensation Expense

The following non-cash stock-based compensation expense, which is comprised primarily of RSUs, is included in each of the respective line items in our statement of operations:

	Nine Months Ended
	September 30,
	2015		2014
		(amounts in thousands)

Station operating expenses	$	880	$	672
Corporate general and administrative expenses		3,217		3,079
Stock-based compensation expense included in operating expenses		4,097		3,751
Income tax benefit ⁽¹⁾		1,513		1,121
Net stock-based compensation expense	$	2,584	$	2,630

	Three Months Ended

	September 30,
	2015		2014
	(amounts in thousands)

Station operating expenses	$	334	$	277
Corporate general and administrative expenses		1,221		981
Stock-based compensation expense included in operating expenses		1,555		1,258
Income tax benefit ⁽¹⁾		577		378
Net stock-based compensation expense	$	978	$	880