8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  December 13, 2005

ENTERCOM COMMUNICATIONS CORP.

(Exact Name of Registrant as Specified in Charter)

Pennsylvania	001-14461	23-1701044
(State or Other Jurisdiction	(Commission File Number)	(I.R.S. Employer
of Incorporation)		Identification No.)
401 City Avenue, Suite 809
Bala Cynwyd, Pennsylvania		19004
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code:  (610) 660-5610

(Former Address of Principal Executive Offices)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.Entry into a Material Definitive Agreement

•Acceleration of Certain Underwater Options

On December 13, 2005, the Compensation Committee (the “Committee”) of the Board of Directors of Entercom Communications Corp. (the “Company”) approved the acceleration of the vesting of, and fully vested, all of the Company’s outstanding unvested stock options, granted under the Company’s Equity Compensation Plan, as amended and restated (f/k/a the Entercom 1998 Equity Compensation Plan) (the “Plan”), that: (i) have a strike price above $29.27 per share (the market price of the Company’s Class A Common Stock as of the close of business on December 13, 2005); and (ii) were granted prior to January 1, 2005 (the “Accelerated Options”).  Except as described herein, the terms of the Accelerated Options remain unchanged.

The Committee’s decision to accelerate the vesting of, and fully vest, the Accelerated Options under the Plan is in response to the issuance by the Financial Accounting Standards Board of Statement of Financial Accounting Standard No. 123 (Revised 2004), “Share-Based Payment”, which, effective January 1, 2006, will require the Company to treat unvested stock options as compensation expense.  The acceleration of vesting of the Accelerated Options will reduce the Company’s compensation charges in subsequent periods, in that the acceleration of vesting of the Accelerated Options will have no current effect on net income or net income per share earnings and will eliminate the need for recognizing future compensation expense of approximately $18.5 million over the next several years.

The Committee recognized that the Accelerated Options currently have limited economic value and are not achieving their original objectives of incentive compensation and employee retention because the exercise prices thereof are currently in excess of the market price of the Company’s Class A common stock.  Accordingly, the acceleration of the vesting of the Accelerated Options will work towards achieving the foregoing desired objectives by removing the vesting requirement.

The Accelerated Options include an aggregate of 684,581 options held by named executive officers and directors of the Company.

The form of notice to option holders regarding the accelerated vesting of the Accelerated Options is attached as Exhibit 10.1 hereto and its terms are incorporated herein by reference.

•Adoption of Director Deferred Compensation Plan

On December 13, 2005, the Board of Directors of Entercom Communications Corp. (the “Company”) adopted the Deferred Compensation Plan for Directors of Entercom Communications Corp. (the “Plan”) effective January 1, 2006.  The Plan permits directors who are not officers or employees of the Company to defer receipt of all or part of their compensation (meeting fees, retainer or any special fees) for services as a director during calendar year 2006 until termination of their service as a director or such other date as they may elect in advance.

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Directors must elect to defer receipt of the compensation under the terms of the Plan in the year before the year in which the services are performed and the compensation is earned.

The Plan provides that distributions from the Plan may be made in cash and may be made in a lump sum or in installments over a period of five or ten years as elected by the participant.  This summary does not purport to be complete and is subject to and qualified in its entirety by reference to the text of the Plan, filed as Exhibit 99.1 to this Report on Form 8-K.  Exhibit 99.1 is incorporated by reference into this Item 1.01.

Directors may make an election to participate in the Plan by executing a 2006 Participant Agreement.  A form of the 2006 Participant Agreement is attached as Exhibit 10.2 hereto and its terms are incorporated herein by reference.

Item 9.01. Exhibits

(c)Exhibits

The following exhibit is filed as part of this Current Report on Form 8-K:

Exhibit No.	Title
10.1	Entercom Communications Corp. form of notice to option holders regarding the accelerated vesting of the Accelerated Options.
10.2	Form of 2006 Participant Agreement under Deferred Compensation Plan for Directors of Entercom Communications Corp.
99.1	Deferred Compensation Plan for Directors of Entercom Communications Corp.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Entercom Communications Corp.
		By:	/s/ John C. Donlevie
			John C. Donlevie
			Executive Vice President
Dated: December 19, 2005

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EXHIBIT INDEX

Exhibit No.	Title
10.1	Entercom Communications Corp. form of notice to option holders regarding the accelerated vesting of the Accelerated Options.
10.2	Form of 2006 Participant Agreement under Deferred Compensation Plan for Directors of Entercom Communications Corp.
99.1	Deferred Compensation Plan for Directors of Entercom Communications Corp.

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EX-10.1

Exhibit 10.1

Entercom Communications Corp. form of notice to option holders

regarding the accelerated vesting of the Accelerated Options.

[Letterhead - Entercom Communications Corp.]

December 19, 2005

Option Holders

Entercom Communications Corp.

Re:          Acceleration of Vesting of Certain “Underwater” Stock Options

Dear [Name],

I am pleased to advise that, on December 13, 2005, the Compensation Committee (the “Committee”) of the Board of Directors of Entercom Communications Corp. (the “Company”) approved the acceleration of the vesting of, and fully vested, all of the Company’s outstanding unvested stock options, granted under the Company’s Equity Compensation Plan, as amended and restated (f/k/a the Entercom 1998 Equity Compensation Plan), that: (i) have a strike price above $29.27 per share (the market price of the Company’s Class A Common Stock as of the close of business on December 13, 2005); and (ii) were granted prior to January 1, 2005 (the “Accelerated Options”).

This letter shall serve as an amendment to the grant instrument of each Accelerated Option in that each such grant instrument is hereby amended to reflect that all Accelerated Options are fully vested.  Except as specifically provided herein, all other terms of each such grant instrument remain unchanged.

Entercom Communications Corp.
	By:
		John C. Donlevie
		Executive Vice President

EX-10.2

Exhibit 10.2

Form of 2006 Participant Agreement under

Deferred Compensation Plan for Directors of Entercom Communications Corp.

Entercom Communications Corp.	2006 Participation Agreement
Deferred Compensation Plan For Directors

To enroll in the Entercom Deferred Compensation Plan for Directors, you must complete Sections A-E of this form.  After completing all sections that apply, please return this form to our corporate office by December 27, 2005.

Name (Please Print)
	Last	First	Middle

  A.  Annual Retainer 2006  Elections

    I elect to receive my annual retainer payment in the form of:

Cash (If you elected a cash payment, complete Section B)

Restricted Stock (Please sign under Section F and return the form). (If you elect restricted stock shares, you may defer receipt of these shares under the Entercom “Restricted Stock/Deferral Election Agreement.” A copy of that Election Agreement is attached.)

  B.  2006 Cash Elections

I do not wish to defer any cash compensation (meeting fees and cash retainer, if elected) under this plan in 2006 (Please sign under Section F and return the form).

I elect to defer                         % of my cash compensation paid between January 1, 2006 and December 31, 2006.  Note that your deferral will be recorded for earnings/losses the 1^st of the month following each cash payment that is deferred.

 *Whole percentages only; minimum 1%, maximum 100%

**If you choose to defer a percentage of your cash compensation, complete the following Sections C through F.

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  C.Deemed Investment Options For Cash Deferral Elections

Allocations must be in increments of 10% and the total must equal 100%

Fund Name	Allocation Percentage
Vanguard Wellington Fund
Vanguard Explorer Fund
Vanguard High-Yield Corporate Fund
Vanguard Prime Money Market Fund
Vanguard 500 Index Fund
Vanguard PRIMECAP fund
Vanguard Asset Allocation Fund
Vanguard U.S. Growth Fund
Vanguard International Growth Fund
Vanguard Total Bond M’kt Index Fund
Vanguard Windsor II Fund
TOTAL	100	%

  Please Note: Allocations can only be changed quarterly.

  D.  Distribution of Cash Deferral Account

1.When my service as a Board Member terminates, I elect to receive my distribution:

As soon as practicable following the date I cease to be a Board Member but not later than December 31^st of same year.

The calendar year immediately following the year in which I cease to be a member of the Board.

The later of the calendar year in which I cease to be a member of the Board or the calendar year in which I attain age              (Date of Birth                              ).

2.Form of Payment (check one)

Lump Sum

Annual Installments over:

                (Enter number of years not to exceed 10)

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E.Designation of Beneficiary Survivor Benefit— If my death occurs prior to the distribution date or prior to the receipt of all installment distributions, the balance shall be paid in a single lump sum as soon as practicable as follows:

Name	Relationship	Birth Date	%	o Primary * o Secondary  **
Address

Name	Relationship	Birth Date	%	o Primary * o Secondary  **
Address

Name	Relationship	Birth Date	%	o Primary * o Secondary  **
Address

Name	Relationship	Birth Date	%	o Primary * o Secondary  **
Address

Name	Relationship	Birth Date	%	o Primary * o Secondary  **
Address

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F.  General Provisions

By signing this Enrollment Agreement, I authorize Entercom Communications Corp., or its affiliates, to make deductions from the compensation otherwise payable to me in the amounts specified above.  I understand that these elections are made in conformation with and subject to the terms of the Plan and that this election will supersede every prior election.  I also understand that the Committee shall have full power and authority to interpret the Plan, to prescribe, amend and rescind any rules, forms and procedures as it deems necessary or appropriate for the proper administration of the Plan.  All action taken by the Committee arising out of, or in connection with, the administration of the Plan or any rules adopted thereunder, shall, in each case, lie within its sole discretion, and shall be final, conclusive, and binding upon the Company, the Board, all Beneficiaries of Board Members and all persons and entities having an interest therein and the Enrollment Agreement of each Participant shall constitute that Participant’s acknowledgement and acceptance of the Committee’s authority and discretion.

Signature Date

Note: You may change your beneficiary designation (s) at any time by completing and signing this form.

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EX-99.1

Exhibit 99.1

Deferred Compensation Plan for Directors of Entercom Communications Corp.

DEFERRED COMPENSATION PLAN

FOR DIRECTORS OF

ENTERCOM COMMUNICATIONS CORP.

Effective January 1, 2006

1.Purpose.

The purpose of this Plan is to provide each Eligible Director with the opportunity to select the timing of receipt of his Compensation.

2.Eligibility.

Each Eligible Director shall be eligible to participate in this Plan.

3.Definitions.

The following words and phrases shall have the meanings indicated, unless the context requires a different meaning:

(a)“Beneficiary” shall mean the person(s) designated to receive the balance of an Eligible Director’s Deferred Account upon the death of the Eligible Director.

(b)“Board” shall mean the Board of Directors of the Company.

(c)“Code” shall mean the Internal Revenue Code of 1986, as amended.

(d)“Company” shall mean Entercom Communications Corp.

(e)“Compensation” shall mean the compensation payable by the Company in cash to an Eligible Director for his services as a member of the Board and committees thereof.

(f)“Deferred Account” shall mean a bookkeeping reserve account established in the books of the Company and maintained in accordance with Section 5, below, to record Compensation which an Eligible Director has elected to defer, plus earnings and minus losses thereon.

(g)Effective Date” shall mean January 1, 2006, the effective date of the Plan.

(h)“Election” shall mean the written election by an Eligible Director, pursuant to Section 4, below, to defer the receipt of all or a portion of his Compensation pursuant to this Plan.

(i)“Eligible Director” shall mean any member of the Board who is entitled to Compensation in cash for his services as a member of the Board.

(j)“Plan” shall mean the Deferred Compensation Plan for Directors of Entercom Communications Corp., as set forth herein and as may be amended from time to time.

(k)“Valuation Date” shall mean each day on which trading is conducted through the New York Stock Exchange.

4.Election.

(a)Prior to the commencement of a calendar year, an Eligible Director may make an Election, pursuant to which payment of a specified percentage or flat dollar amount of his cash Compensation earned during such calendar year and thereafter shall be deferred until a future date established pursuant to Section 6(b), below.  The amount of Compensation specified in the Election shall be allocated to the Eligible Director’s Deferred Account as of the date such Compensation would have been payable to the Eligible Director in the absence of the Election, or as soon as practicable thereafter.  An Eligible Director’s Election must be in writing, and in such form as the Company shall prescribe.

(b)An Eligible Director may modify or revoke his Election effective as of the commencement of any calendar year, provided such modification or revocation is in writing in such form as the Company shall prescribe, and is delivered to the Company in advance of such calendar year.

(c)An Eligible Director’s Election, or subsequent modification or revocation thereof, shall remain in effect during all calendar years after its effective date, unless and until modified or revoked, or a new Election is made, in accordance with the foregoing provisions of this Section 4.

(d)In the event an Eligible Director first becomes eligible to participate in this Plan after the beginning of a calendar year, such Eligible Director may make his initial Election hereunder within 30 days after he becomes eligible to participate in the Plan with respect to Compensation paid for services to be performed subsequent to the Election.

5.Administration of the Deferred Account.

(a)As of each Valuation Date, the Company shall credit each Eligible Director’s Deferred Account with earnings (or losses) on the balance of the Deferred Account as of the immediately preceding Valuation Date in accordance with the investment options selected by the Eligible Director from the list of investment options made available by the Company for this purpose from time to time. The rate of return, positive or negative, shall be based on the actual performance of the mutual fund(s) or other investment vehicle(s) designated by the Company as investment options, and selected by the Eligible Director, as if the balance of the Account were actually invested in such fund(s) or other investment vehicle(s).

An Eligible Director’s selection of investment options may be modified at any time, provided such modification is made in writing or in such other form prescribed by the Company.  Modifications of investment selections shall be processed as soon as administratively practicable following their receipt.  The Company shall provide notice to the Eligible Directors of any change to such investment options sufficiently in advance of the change to permit the Eligible Directors to act in response thereto.

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(b)Each Eligible Director’s Deferred Account may be reduced by the portion of any reasonable Plan administration or maintenance expenses allocated thereto by the Company.  The amount of such Plan expenses allocated to each Deferred Account shall be determined by multiplying the total of such expenses by a fraction, the numerator of which is the balance of such Deferred Account as of the Valuation Date immediately preceding or coinciding with such allocation, and the denominator of which is the aggregate balance of all Deferred Accounts as of such Valuation Date.

(c)The Company may, in its discretion, establish a trust for the purpose of accumulating assets to satisfy its obligations hereunder, or its obligations under this Plan and similar plans which it may establish for the benefit of members of the Board, or both members of the Board and employees of the Company.  Such trust shall include such terms, restrictions and limitations as necessary to ensure that it will be treated as a “grantor trust” within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Code, with respect to the Company.

6.Distributions from Deferred Account.

(a)All distributions from an Eligible Director’s Deferred Account shall be in cash.

(b)Each Eligible Director shall make an election, in writing and in such form as the Company shall prescribe, with respect to the date as of which distribution of his Deferred Account shall commence and the form in which such payment shall be made.  Such election shall be made not later than the date the Eligible Director makes his initial election to defer Compensation under Section 4 of this Plan.  The Eligible Director’s choice of such distribution dates shall be limited to the following:

(i)as soon as practicable following the date on which he ceases to be a member of the Board but not later than the December 31^st of such year in which he ceases to be a Board member;

(ii)the calendar year immediately following the year in which he ceases to be a member of the Board;

(iii)the later of the calendar year in which he ceases to be a member of the Board or the calendar year in which he or she attains an age specified in his election form.

In the absence of an election pursuant to this Section 6(b), the Eligible Director shall be deemed to have elected a distribution date of the calendar year following the calendar year in which he ceases to serve as a member of the Board.

(c)An election pursuant to Section 6(b), including a deemed election pursuant to the immediately preceding paragraph, may be modified, in writing and in such form as may be prescribed by the Company.  However, any such modification of a distribution election may not be made less than 12 months prior to the date the payment is scheduled to be made and such new

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election may not take affect until at least 12 months after the date on which the new election is made.  In addition, the payment with respect to which such new election is made shall be deferred for a period of not less than five years from the date such payment would have otherwise have been paid.

(d)As soon as practicable following the distribution date established pursuant to Section 6(b) or (c), above, the balance of his Deferred Account shall be distributed to the Eligible Director in one of the following optional forms of payment as he may elect in accordance with Section 6(b) or (c), above.

(i)annual installments payable for a number of whole years specified by the Eligible Director, which number shall not exceed ten (10); or

(ii)a single lump sum distribution.

If a payment election under Section 6(b) or (c) is not timely made, the Eligible Director shall be deemed to have elected to receive distributions in the form of option (ii).

If distributions are to be made in installments, the amount of each installment shall be equal to the balance of the Deferred Account as of the Valuation Date preceding the date of distribution of the installment, divided by the number of installment payments remaining (including that installment).  If the Eligible Director dies prior to the receipt of all installment distributions, the balance of the Deferred Account shall be distributed to his Beneficiary in a single lump sum.  For this purpose, the balance of the Deferred Account shall be determined as of the Valuation Date immediately preceding the date of payment.

(e)In the event of an Eligible Director’s death prior to the distribution date established pursuant to Section 6(b) or (c), above, his Beneficiary shall receive the balance of the Eligible Director’s Deferred Account in a single lump sum as soon as practicable following the Eligible Director’s death.  For purposes of this Section 6(e), the balance of the Deferred Account shall be the balance as of the Valuation Date preceding payment.

(f)Any amount distributed to an Eligible Director or Beneficiary under this Plan shall be subject to all applicable tax withholdings and other deductions mandated by law.

7.Designation of Beneficiary.

(a)Each Eligible Director shall file with the Company a written designation, in the form prescribed by the Company, of one or more persons as Beneficiary to receive the balance of the Eligible Director’s Deferred Account upon his death.  For this purpose, the balance of the Deferred Account shall be the balance as of the Valuation Date preceding payment.  The Eligible Director may, from time to time, revoke or change his Beneficiary designation by filing a new designation with the Company.  The last such designation received by the Company shall be controlling; provided, however, that no designation, change or revocation thereof, shall be effective unless received by the Company prior to the Eligible Director’s death.

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(b)If no such Beneficiary designation is in effect at the time of the Eligible Director’s death, or if no designated Beneficiary survives the Eligible Director, the payment of the amount, if any, payable under the Plan upon his death shall be made to the Eligible Director’s estate.

8.Amendment or Termination.

(a)The Board reserves the right at any time to amend or terminate the Plan in whole or in part, retroactively or prospectively, for any reason and without the consent of any Eligible Director or Beneficiary, provided that no such amendment may adversely affect the rights of an Eligible Director or a Beneficiary with respect to amounts credited to the Eligible Director’s Deferred Account prior to such amendment.  In no event shall the Board terminate the Plan unless such termination satisfies the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder.

(b)Upon termination of the Plan, the balance of each Eligible Director’s Deferred Account shall be distributed to the Eligible Director in a single lump sum, based on the value thereof as of the Valuation Date immediately preceding the distribution.

9.Miscellaneous.

(a)Nothing contained in the Plan shall give the Eligible Director the right to be retained in the service of the Company.

(b)If the Company shall find that any person to whom any amount is payable under the Plan is unable to care for his affairs because of illness or accident, or is a minor, the Company may direct that any amount to which such person is entitled be paid to his spouse, a child, a relative, an institution maintaining or having custody of such person, or any other person deemed by the Company to be a proper recipient on behalf of such person otherwise entitled to payment.  Any such payment shall be a complete discharge of the liability of the Plan and the Company therefor.

(c)Except insofar as may otherwise be required by law, no amount payable at any time under the Plan shall be subject in any manner to alienation by anticipation, sale, transfer, assignment, bankruptcy, pledge, attachment, charge, encumbrance or garnishment by creditors of the Eligible Director or his Beneficiary, nor be subject in any manner to the debts or liabilities of any person, and any attempt to so alienate or subject any such amount, whether presently or thereafter payable, shall be void.

(d)It is the intention of the Company that the Plan shall be unfunded for Federal income tax purposes.  Accordingly, this Plan constitutes a mere promise by the Company to make payments hereunder in the future, and each Eligible Director or, if applicable, his Beneficiary, shall have the status of a general unsecured creditor of the Company with respect to the Plan.  Except as provided by the terms of any trust established pursuant to Section 5(c), above, neither an Eligible Director nor his Beneficiary shall have any right, title, or interest in or to any assets which the Company may hold to aid it in meeting its obligations hereunder.  Such assets, whether held in trust or otherwise, shall be unrestricted corporate assets.

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(e)All rights under this Plan shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.

ENTERCOM COMMUNICATIONS CORP.

By:

Name and Title:

Date:

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