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SHARE-BASED COMPENSATION (Block)

3 Months Ended

Mar. 31, 2014

Disclosure Of Compensation Related Costs Sharebased Payments Abstract

Disclosure Of Compensation Related Costs Share Based Payments Text Block

5. SHARE-BASED COMPENSATION

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

RSU Activity

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	March 31,
	Period Ended		Units	Price		Term (Years)	2014

RSUs outstanding as of:	December 31, 2013		1,030,486
RSUs awarded			666,363
RSUs released			(270,848)
RSUs forfeited			(3,200)
RSUs outstanding as of:	March 31, 2014		1,422,801	$	-	1.7	$	14,327,606
RSUs vested and expected
to vest as of:	March 31, 2014		1,311,232	$	-	1.7	$	12,328,059
RSUs exercisable (vested and
deferred) as of:	March 31, 2014		86,996	$	-	0.0	$	876,050
Weighted average remaining
recognition period in years			2.4
Unamortized compensation
expense, net of estimated
forfeitures		$	8,748,507

RSUs With Service And Market Conditions

During the first quarter of 2014, the Company issued RSUs with service and market conditions. 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. These RSUs, which are included in the RSU activity table, are amortized over the longest of the explicit, implicit or derived service periods, which is one to two years, as all of the conditions need to be satisfied.

The following table presents the changes in outstanding RSUs with market conditions:

		Three Months		Year
		Ended		Ended
		March 31,		December 31,
		2014		2013
		(amounts in thousands, except per share data)

Reconciliation Of RSUs With Market Conditions
	Beginning of period balance		-		200
	Number of RSUs granted		290		-
	Number of RSUs forfeited		-		(200)
	Number of RSUs vested		-		-
	End of period balance		290		-

	Fair value of each RSU issued with market conditions	$	6.90	$	-

Valuation Of RSUs With Service And Market Conditions

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 specific assumptions used for this valuation are as follows:

	Three Months Ended
	March 31,
	2014

Expected Volatility Structure ⁽¹⁾	39% to 51%
Risk Free Interest Rate ⁽²⁾	0.1% to 0.4%
Expected Dividend Yield ⁽³⁾	0.0%

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 history and the Company's stock price on the date of grant.

Options

Option Activity

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

	Three Months Ended March 31,
Option Exercise Data	2014		2013
	(amounts in thousands)

Intrinsic value of options exercised	$	135	$	537
Tax benefit from options exercised ⁽¹⁾	$	51	$	204
Cash received from exercise price of options exercised	$	26	$	130

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

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

						Weighted	Intrinsic
				Weighted		Average	Value
				Average		Remaining	As Of
		Number Of		Exercise		Contractual	March 31,
	Period Ended	Options		Price		Term (Years)	2014

Options outstanding as of:	December 31, 2013		557,550	$	2.58
Options granted			-		-
Options exercised			(15,750)		1.66
Options forfeited			-		-
Options expired			(4,500)		22.17
Options outstanding as of:	March 31, 2014		537,300	$	2.44	4.8	$	4,307,640

Options vested and expected to vest as of:	March 31, 2014		536,846	$	2.44	4.8	$	4,307,026
Options vested and exercisable as of:	March 31, 2014		532,300	$	2.38	4.8	$	4,300,890
Weighted average remaining
recognition period in years			3.4
Unamortized compensation expense,
net of estimated forfeitures		$	22,331

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
Range Of				Outstanding	Remaining	Average		Exercisable	Average
Exercise Prices				March 31,	Contractual	Exercise		March 31,	Exercise
From		To		2014	Life	Price		2014	Price
$	1.34	$	1.34	483,925	4.9	$	1.34	483,925	$	1.34
$	2.02	$	8.72	21,000	6.4	$	6.12	16,000	$	5.31
$	10.90	$	11.69	19,375	3.9	$	11.45	19,375	$	11.45
$	11.78	$	35.05	13,000	2.2	$	24.13	13,000	$	24.13
$	1.34	$	35.05	537,300	4.8	$	2.44	532,300	$	2.38

Recognized Non-Cash Stock-Based Compensation Expense

The following summarizes recognized non-cash stock-based compensation expense, which consists primarily of RSUs:

	Three Months Ended
	March 31,
	2014		2013
		(amounts in thousands)

Station operating expenses	$	135	$	155
Corporate general and administrative expenses		1,073		987
Stock-based compensation expense included in operating expenses		1,208		1,142
Income tax benefit ⁽¹⁾		353		316
Net stock-based compensation expense	$	855	$	826

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

- Definition

The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details.

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