SHARE-BASED COMPENSATION (Block)

9 Months Ended

Sep. 30, 2011

Disclosure Of Compensation Related Costs Sharebased Payments Abstract

Disclosure Of Compensation Related Costs Share Based Payments Text Block

11.       SHARE-BASED COMPENSATION

Equity Compensation Plan

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

RSU Activity

The following is a summary of the changes in RSUs under the Company's Plan during the current period:

			Number			Weighted	Aggregate
			Of	Weighted		Average	Intrinsic
			Restricted	Average		Remaining	Value As Of
			Stock	Purchase		Contractual	September 30,
	Period Ended		Units	Price		Term (Years)	2011
RSUs outstanding as of:	December 31, 2010		2,329,174
RSUs awarded			445,213
RSUs released			(868,211)
RSUs forfeited			(23,057)
RSUs outstanding as of:	September 30, 2011		1,883,119	$	-	1.7	$	9,886,375
RSUs vested and expected
to vest as of:	September 30, 2011		1,698,384	$	-	1.7	$	8,459,788
RSUs exercisable (vested and
deferred) as of:	September 30, 2011		86,996	$	-	0.0	$	456,729
Weighted average remaining
recognition period in years			2.3
Unamortized compensation
expense, net of estimated
forfeitures		$	10,016,230

Options

Option Activity

The following table presents for the periods indicated: (1) the intrinsic value of options exercised; (2) cash received from options exercised; and (3) the tax benefit from options exercised, before the impact of a valuation allowance:

	Nine Months Ended September 30,
Other Option Disclosures	2011		2010
	(amounts in thousands)
Intrinsic value of options exercised	$	520	$	811
Tax benefit from options exercised, before impact of
valuation allowance	$	198	$	320
Cash received from exercise price of options exercised	$	69	$	115

The following table presents the option activity during the current periodunder the Company's stock option plan:

						Weighted	Intrinsic
				Weighted		Average	Value
				Average		Remaining	As of
		Number of		Exercise		Contractual	September 30,
	Period Ended	Options		Price		Term (Years)	2011
Options outstanding as of:	December 31, 2010		983,150	$	3.02
Options granted			-		-
Options exercised			(51,750)		1.34
Options forfeited			(24,530)		1.52
Options expired			(13,345)		25.62
Outstanding as of:	September 30, 2011		893,525	$	2.82	7.2	$	3,212,430
Options vested and expected to vest as of:	September 30, 2011		863,656	$	2.86	7.2	$	3,101,022
Options vested and exercisable as of:	September 30, 2011		397,484	$	4.29	7.0	$	1,353,818
Weighted average remaining
recognition period in years			1.4
Unamortized compensation expense, net of
estimated forfeitures		$	276,376

       The following table summarizes significant ranges of outstanding and exercisable options as of the current period:

				Options Outstanding				Options Exercisable
				Number Of	Weighted			Number Of
				Options	Average	Weighted		Options	Weighted
				Outstanding	Remaining	Average		Exercisable	Average
				September 30,	Contractual	Exercise		September 30,	Exercise
Exercise Prices				2011	Life	Price		2011	Price
$	1.34	$	1.34	819,650	7.4	$	1.34	345,028	$	1.34
$	2.02	$	12.08	52,375	7.0	$	9.16	30,956	$	9.80
$	33.90	$	47.77	8,500	2.9	$	36.86	8,500	$	36.86
$	48.00	$	48.21	13,000	0.6	$	48.03	13,000	$	48.03
				893,525	7.2	$	2.82	397,484	$	4.29

Valuation Of Options

       The fair value of each option grant, using the Black-Scholes option-pricing model, was estimated on the date of each grant. The following table presents the range of the assumptions usedto determine the fair value over the periods indicated:

	Nine Months Ended September 30,
	2011	2010
Expected life (years)	no options issued	6.3
Expected volatility factor (%)	no options issued	69.2%
Risk-free interest rate (%)	no options issued	3.0%
Expected dividend yield (%)	no options issued	0.0%

Recognized Non-Cash Compensation Expense

       The following summarizes recognized stock-based compensation expense related toawards of RSUs and employee stock options:

	Nine Months Ended
	September 30,
	2011		2010
		(amounts in thousands)
Station operating expenses	$	550	$	965
Corporate general and administrative expenses		5,676		3,349
Stock-based compensation expense included in operating expenses		6,226		4,314
Income tax benefit (net of a fully reserved valuation allowance for prior year)		(1,613)		-
Total	$	4,613	$	4,314

	Three Months Ended
	September 30,
	2011		2010
Station operating expenses	$	223	$	397
Corporate general and administrative expenses		1,337		815
Stock-based compensation expense included in operating expenses		1,560		1,212
Income tax benefit (net of a fully reserved valuation allowance for prior year)		(464)		-
Total	$	1,096	$	1,212

For all of the above periods, stock-based compensation expense consisted primarily of RSU awards.

Windfall Tax Benefit Or Paid-In Capital Pool Account

A deferred tax asset is recorded as a result of recognizingshare-based compensation expense. A current income tax deduction arises at the time an RSU vests (together withany applicable dividend equivalent payments)and/or a stock option is exercised. If the current income tax deduction is greater than the associated deferred tax asset, the difference creates a windfall tax benefit, which is recorded in financing activities in the consolidated statement of cash flows. A windfall tax benefit isnot recognizedfor book purposes,however, until it is realized.

In the event the current income tax deduction is less than the associated deferred tax asset, the difference is charged to the windfall tax benefit account; otherwise, the shortfall is charged to income tax expense (before a valuation adjustment, if applicable). The amount of the Company's windfall tax benefitaccountwas $1.3 million as of September 30, 2011. Based upon outstanding awards, this amount will be available in the windfall tax benefit account to absorb any future shortfalls.