SHARE-BASED COMPENSATION (Block)

12 Months Ended

Dec. 31, 2012

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. The RSUs and options that have been issued generally vest over periods of up to four years. The options expire ten years from the date of grant. The Company issues new shares of Class A common stock upon the exercise of stock options and the later of vesting or issuance of RSUs.

       On January 1 of each year, the number of shares of Class A common stock authorized under the Plan is automatically increased by 1.5 million, or a lesser number as may be determined by the Company's Board of Directors. On January 1, 2012, the shares available for grant automatically increased by 1.5 million to 4.2 million shares. The Board of Directors elected to forego an increase on January 1, 2013.

The Plan includescertain performance criteria for purposes of satisfying expense deduction requirements for income tax purposes. A sub-limit for RSUs was removed by shareholder vote at the Company's May 2011 shareholders' meeting.

Accounting For Share-Based Compensation

The measurement and recognition of compensation expense, for all share-based payment awards made to employees and directors,is based on estimated fair values. The Company estimates the fair value of option awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in the Company's consolidated statements of operations.

The Company used the straight-line single option method for recognizing compensation expense, which was reduced for estimated forfeitures based on awards ultimately expected to vest. Estimated forfeitures are revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

RSU Activity

The following table presents for the periods indicated: (1) RSUs issued, net of forfeitures; (2) the increase (decrease) to paid-in capital over the vesting period of the RSUs; (3) the number of RSUs that were both vested and released; and (4) the unamortized compensation expense, net of forfeitures, related to unvested RSUs:

	Years Ended December 31,
	2012				2011				2010
	Shares		Amount		Shares		Amount		Shares		Amount
	(amounts in thousands)
RSUs issued		307	$	2,133		445	$	4,721		1,024	$	11,361
RSUs forfeited		(26)		(235)		(28)		(474)		(85)		(1,242)
Net RSUs issued and increase
(decrease) to paid-in capital		281	$	1,898		417	$	4,247		939	$	10,119
RSUs vested and released		659				886				527

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

			Number			Weighted	Aggregate
			Of	Weighted		Average	Intrinsic
			Restricted	Average		Remaining	Value As Of
			Stock	Purchase		Contractual	December 31,
	Period Ended		Units	Price		Term (Years)	2012
RSUs outstanding as of:	December 31, 2011		1,860,577
RSUs awarded			306,556
RSUs released			(659,381)
RSUs forfeited			(26,484)
RSUs outstanding as of:	December 31, 2012		1,481,268	$	-	1.1	$	10,339,251
RSUs vested and expected
to vest as of:	December 31, 2012		1,388,230	$	-	1.1	$	9,082,613
RSUs exercisable (vested and
deferred) as of:	December 31, 2012		86,996	$	-	0.0	$	607,232
Weighted average remaining
recognition period in years			1.9
Unamortized compensation
expense, net of estimated
forfeitures		$	5,714,641

RSUs With Service And Market Conditions

During the fourth quarter of 2010, the Company issued RSUs with service and market conditions where these shares vest upon the performance of the Company's stock over a defined measurement period. The market condition allows for vesting of portions of the award if certain shareholder performance targets are met.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 fulfilled.

The following table presents certain information for RSUs with market conditions for the periods indicated:

		Years Ended December 31,
		2012		2011		2010
		(amounts in thousands, except years)
RSUs Granted With Market Conditions
	Number of RSUs issued		-		-		300
	Fair value of RSUs issued	$	-	$	-	$	3,219
	Amortization period of grant in years		-		-		1.6 to 2.0
Reconciliation Of RSUs With Market Conditions
	Beginning of period balance		300		300		113
	Number of RSUs granted		-		-		300
	Number of RSUs forfeited		-		-		(57)
	Number of RSUs vested		(100)		-		(56)
	End of period balance		200		300		300

Valuation Of RSUs

The fair value of RSUs with service conditions is estimated based on the market value 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. The Company made assumptions with respect to the following when applying the Monte Carlo simulation model:

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 Treasury bond rate as of the date of grant.

Expected Dividend Yield - The Company calculated the expected dividend yield at the time of grant based upon the Company's most recent historyand the Company's stock price on the date of grant.

The specific assumptions used for this valuation are as follows:

	Year Ended
	December 31,
	2010
Expected Volatility Structure	59% to 78%
Risk Free Interest Rate	0.1% to 1.1%
Expected Dividend Yield	0.0%

Options

Option Activity

The following table

	Years Ended December 31,
Other Option Disclosures	2012				2011				2010
	From		To		From		To		From		To
Exercise price range of options issued	$	-	$	-	$	-	$	-	$	12.08	$	12.08
Upon vesting, period to exercise		-		-		-		-		1		10
Fair value per option issued	$	-			$	-			$	7.84
	(amounts in thousands)
Intrinsic value of options exercised	$	508			$	528			$	899
Tax benefit from options exercised, before
impact of valuation allowance	$	192			$	209			$	355
Cash received from exercise price of
options exercised	$	135			$	71			$	130
Number of options issued		-				-				3

The following table presents the option activity during the current year ended under the Plan:

						Weighted	Intrinsic
				Weighted		Average	Value
				Average		Remaining	As Of
		Number Of		Exercise		Contractual	December 31,
	Period Ended	Options		Price		Term (Years)	2012
Options outstanding as of:	December 31, 2011		876,025	$	2.84
Options granted			-
Options exercised			(101,350)		1.34
Options forfeited			(12,500)		2.41
Options expired			(22,375)		25.23
Options outstanding as of:	December 31, 2012		739,800	$	2.38	6.0	$	3,868,897
Options vested and expected to vest as of:	December 31, 2012		737,780	$	2.38	6.0	$	3,858,687
Options vested and exercisable as of:	December 31, 2012		516,239	$	2.79	6.0	$	2,628,917
Weighted average remaining
recognition period in years			0.1
Unamortized compensation expense,
net of estimated forfeitures		$	32,617

       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
				December 31,	Contractual	Exercise		December 31,	Exercise
Exercise Prices				2012	Life	Price		2012	Price
$	1.34	$	1.34	680,800	6.1	$	1.34	462,239	$	1.34
$	2.02	$	6.62	20,000	6.8	$	5.52	15,000	$	5.52
$	10.90	$	11.69	20,500	5.0	$	11.46	20,500	$	11.46
$	11.78	$	48.21	18,500	3.1	$	27.24	18,500	$	27.24
$	1.34	$	48.21	739,800	6.0	$	2.38	516,239	$	2.79

	Option Valuation Estimates
	Years Ended December 31,
	2012		2011		2010
Expected life (years)		no options issued		no options issued	6.3
Expected volatility factor (%)					69.2%
Risk-free interest rate (%)					3.0%
Expected dividend yield (%)					0.0%

        The Company's determination of the fair value of share-based payment awards on the date of grant using an option-pricing model is affected by the Company's stock price, as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, the Company's expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. Option-pricing models were developed for use in estimating the value of traded options that have no vesting or hedging restrictions and are fully transferable. The Company's stock options have certain characteristics that are different from traded options, and changes in the subjective assumptions could affect the estimated value.

       For options granted, the Company used the Black-Scholes option-pricing model and determined: (1) the term by using the simplified plain-vanilla method as the Company's employee exercise history may not be indicative for estimating future exercises ; (2) a historical volatility over a period commensurate with the expected term, with the observation of the volatility on a daily basis; (3) 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; and (4) an annual dividend yield based upon the Company's most recent quarterly dividend at the time of grant.

Recognized Non-Cash Compensation Expense

Stock-based compensation expense consisted primarily of RSU awards. The following summarizes recognized stock-based compensation expense included in the Company's line item expenseforawards:

	Years Ended December 31,
	2012		2011		2010
		(amounts in thousands)
Station operating expenses	$	584	$	776	$	1,357
Corporate general and administrative expenses		5,170		6,895		4,171
Stock-based compensation expense included in operating expenses		5,754		7,671		5,528
Income tax benefit before an valuation allowance		1,540		2,107		1,762
Net stock-based compensation expense	$	4,214	$	5,564	$	3,766