13. STOCKHOLDERS’ EQUITY:

Common Stock

The Company has four classes of common stock, Class A, Class B, Class C and Class D. Generally, the shares of each class are identical in all respects and entitle the holders thereof to the same rights and privileges. However, with respect to voting rights, each share of Class A common stock entitles its holder to one vote and each share of Class B common stock entitles its holder to ten votes. The holders of Class C and Class D common stock are not entitled to vote on any matters. The holders of Class A common stock can convert such shares into shares of Class C or Class D common stock. Subject to certain limitations, the holders of Class B common stock can convert such shares into shares of Class A common stock. The holders of Class C common stock can convert such shares into shares of Class A common stock. The holders of Class D common stock have no such conversion rights.

Stock Repurchase Program

In April 2011, the Company’s board of directors authorized a repurchase of shares of the Company’s Class A and Class D common stock (the “2011 Repurchase Authorization”). Under the 2011 Repurchase Authorization, the Company is authorized, but is not obligated, to repurchase up to $15 million worth of its Class A and/or Class D common stock prior to April 13, 2013. Repurchases will be made from time to time in the open market or in privately negotiated transactions in accordance with applicable laws and regulations. The timing and extent of any repurchases will depend upon prevailing market conditions, the trading price of the Company’s Class A and/or Class D common stock and other factors, and subject to restrictions under applicable law. The Company executes upon the stock repurchase program in a manner consistent with market conditions and the interests of the stockholders, including maximizing stockholder value. During the year ended December 31, 2012, the Company did not repurchase any Class A Common Stock or Class D Common Stock. The Company continues to have an open stock repurchase authorization with respect to its Class A and D stock. During the year ended December 31, 2011, the Company repurchased 54,566 shares of Class A common stock in the amount of $73,000 at an average price of $1.34 per share and 4,245,567 shares of Class D common stock in the amount of approximately $9.4 million at an average price of $2.21 per share. During the year ended December 31, 2010, the Company did not repurchase any Class A Common Stock or Class D Common Stock. (See Note 20 – Subsequent Events.)

Stock Option and Restricted Stock Grant Plan

Under the Company’s 1999 Stock Option and Restricted Stock Grant Plan (“Plan”), the Company had the authority to issue up to 10,816,198 shares of Class D common stock and 1,408,099 shares of Class A common stock. The Plan expired March 10, 2009. The options previously issued under this plan are exercisable in installments determined by the compensation committee of the Company’s board of directors at the time of grant. These options expire as determined by the compensation committee, but no later than ten years from the date of the grant. The Company uses an average life for all option awards. The Company settles stock options upon exercise by issuing stock.

A new stock option and restricted stock plan (“the 2009 Stock Plan”) was approved by the stockholders at the Company’s annual meeting on December 16, 2009. The terms of the 2009 Stock Plan are substantially similar to the prior Plan. The Company has the authority to issue up to 8,250,000 shares of Class D Common Stock under the 2009 Stock Plan. As of December 31, 2012, 4,724,272 shares of Class D Common Stock were available for grant under the 2009 Stock Plan.

In December 2009, the compensation committee and the non-executive members of the Board of Directors approved a long-term incentive plan (the “2009 LTIP”) for certain key employees of the Company. The 2009 LTIP is comprised of 3,250,000 shares (the “LTIP Shares”) of the 2009 Stock Plan’s 8,250,000 shares of Class D Common Stock. Awards of the LTIP Shares were granted in the form of restricted stock and allocated among 31 employees of the Company, including the named executive officers. The named executive officers were allocated LTIP Shares as follows: (i) Chief Executive Officer (“CEO”) (1.0 million shares); (ii) the Chairperson (300,000 shares); (iii) the Chief Financial Officer (“CFO”) (225,000 shares); (iv) the Chief Administrative Officer (“CAO”) (225,000 shares); and (v) the former President of the Radio Division (“PRD”) (130,000 shares). The remaining 1,370,000 shares were allocated among 26 other key employees. All awards vested in three installments. The awards were granted effective January 5, 2010, and the first installment of 33% vested on June 5, 2010, the second installment vested on June 5, 2011. The third installment was originally scheduled to vest on June 5, 2012, but upon determination by the compensation committee was accelerated to vest on November 19, 2011. Pursuant to the terms of the 2009 Stock Plan, subject to the Company’s insider trading policy, a portion of each recipient’s vested shares may be sold into the open market for employee tax withholding purposes on or about the vesting dates.

The Company follows the provisions under ASC 718, “Compensation - Stock Compensation,” using the modified prospective method, which requires measurement of compensation cost for all stock-based awards at fair value on date of grant and recognition of compensation over the service period for awards expected to vest. These stock-based awards do not participate in dividends until fully vested. The fair value of stock options is determined using the Black-Scholes (“BSM”) valuation model. Such fair value is recognized as an expense over the service period, net of estimated forfeitures, using the straight-line method. Estimating the number of stock awards that will ultimately vest requires judgment, and to the extent actual forfeitures differ substantially from our current estimates, amounts will be recorded as a cumulative adjustment in the period the estimated number of stock awards are revised. We consider many factors when estimating expected forfeitures, including the types of awards, employee classification and historical experience. Actual forfeitures may differ substantially from our current estimate.

The Company’s use of the BSM valuation model to calculate the fair value of stock-based awards incorporates various assumptions including volatility, expected life, and interest rates. For options granted, the BSM option-pricing model determines: (i) the term by using the simplified “plain-vanilla” method as allowed under SAB No. 110; (ii) a historical volatility over a period commensurate with the expected term, with the observation of the volatility on a daily basis; and (iii) a risk-free interest rate that was consistent with the expected term of the stock options and based on the U.S. Treasury yield curve in effect at the time of the grant.

The Company granted 150,600, 181,520 and 39,430 stock options during the years ended December 31, 2012, 2011 and 2010, respectively. The per share weighted-average fair value of options granted during the years ended December 31, 2012, 2011 and 2010 was $0.73, $1.38 and $2.45, respectively.

These fair values were derived using the BSM with the following weighted-average assumptions:

	For the Years Ended December 31,
	2012			2011			2010

Average risk-free interest rate		0.62	%		2.23	%		3.28	%
Expected dividend yield		0.00	%		0.00	%		0.00	%
Expected lives		6.00 years			6.00 years			6.25 years
Expected volatility		127.5	%		120.7	%		111.3	%

Transactions and other information relating to stock options for the years December 31, 2012, 2011 and 2010 are summarized below:

	Number of Options		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (In Years)		Aggregate Intrinsic Value
Outstanding at December 31, 2009		5,365,000	$	9.64		—		—
Grants		39,000	$	3.17
Exercised		—	$	—
Forfeited/cancelled/expired		(405,000)	$	11.57
Outstanding at December 31, 2010		4,999,000	$	9.40		—		—
Grants		182,000	$	1.38
Exercised		—	$	—
Forfeited/cancelled/expired		(370,000)	$	16.57
Outstanding at December 31, 2011		4,811,000	$	8.60		—		—
Grants		151,000	$	0.83
Exercised		—	$	—
Forfeited/cancelled/expired		(332,000)	$	11.05
Outstanding at December 31, 2012		4,630,000	$	8.17		3.77	$	—
Vested and expected to vest at December 31, 2012		4,612,000	$	8.20		3.75	$	—
Unvested at December 31, 2012		184,000	$	1.02		9.25	$	—
Exercisable at December 31, 2012		4,446,000	$	8.47		3.55	$	—

The aggregate intrinsic value in the table above represents the difference between the Company’s stock closing price on the last day of trading during the year ended December 31, 2012, and the exercise price, multiplied by the number of shares that would have been received by the holders of in-the-money options had all the option holders exercised their options on December 31, 2012. This amount changes based on the fair market value of the Company’s stock. There were no options exercised during the year ended December 31, 2012. The number of options that vested during the year ended December 31, 2012 was 95,064.

As of December 31, 2012, approximately $112,000 of total unrecognized compensation cost related to stock options is expected to be recognized over a weighted-average period of 10 months. The stock option weighted-average fair value per share was $3.23 at December 31, 2012.

Transactions and other information relating to restricted stock grants for the years ended December 31, 2012, 2011 and 2010 are summarized below:

	Shares		Average Fair Value at Grant Date
Unvested at December 31, 2009		393,000	$	1.94
Grants		3,375,000	$	3.09
Vested		(1,226,000)	$	3.01
Forfeited/cancelled/expired		(232,000)	$	3.23
Unvested at December 31, 2010		2,310,000	$	2.92
Grants		60,000	$	1.19
Vested		(2,203,000)	$	2.99
Forfeited/cancelled/expired		(23,000)	$	3.17
Unvested at December 31, 2011		144,000	$	1.10
Grants		—	$	—
Vested		(62,000)	$	1.09
Forfeited/cancelled/expired		—	$	—
Unvested at December 31, 2012		82,000	$	1.11

The restricted stock grants were included in the Company’s outstanding share numbers on the effective date of grant. As of December 31, 2012, approximately $59,000 of total unrecognized compensation cost related to restricted stock grants was expected to be recognized over the next 9 months.