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 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	September 30,
	Period Ended		Units	Price		Term (Years)	2014

RSUs outstanding as of:	December 31, 2013		1,030,486
RSUs awarded			675,113
RSUs released			(289,403)
RSUs forfeited			(41,325)
RSUs outstanding as of:	September 30, 2014		1,374,871	$	-	1.2	$	11,040,214
RSUs vested and expected
to vest as of:	September 30, 2014		1,297,223	$	-	1.2	$	9,737,342
RSUs exercisable (vested and
deferred) as of:	September 30, 2014		84,603	$	-	0.0	$	679,362
Weighted average remaining
recognition period in years			1.9
Unamortized compensation
expense, net of estimated
forfeitures		$	6,295,793

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 or two years, as all of the conditions need to be satisfied.

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

		Nine Months		Year
		Ended		Ended
		September 30,		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		-

	Average fair value of RSUs issued with market conditions	$	6.90	$	-

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.

	Nine Months Ended
	September 30,
	2014

Expected Volatility Structure	39% to 51%
Risk Free Interest Rate	0.1% to 0.4%
Expected Dividend Yield	0.0%

In addition to the RSUs included in the table above summarizing the changes in RSUs under the Plan, the Company issued 11 thousand RSUs during 2014 with performance conditions at an average fair market value of $9.60 per share. The fair value was determined based upon the closing price of the Company's common stock on the date of grant. Vesting of the ultimate number of shares underlying such performance-based awards, if any, will be dependent upon the achievement of certain performance targets. If the performance standards are not achieved, all unvested shares will expire and any accrued expense will be reversed.

The Company applies a quarterly probability assessment in computing its non-cash compensation expense and any change in the estimate is reflected as a cumulative adjustment to expense in the quarter of the change.

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

	Nine Months Ended September 30,
Option Exercise Data	2014		2013
	(amounts in thousands)

Intrinsic value of options exercised	$	232	$	1,093
Tax benefit from options exercised ⁽¹⁾	$	88	$	415
Cash received from exercise price of options exercised	$	42	$	219

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	September 30,
	Period Ended	Options		Price		Term (Years)	2014

Options outstanding as of:	December 31, 2013		557,550	$	2.58
Options granted			-
Options exercised			(27,500)		1.52
Options forfeited			-
Options expired			(9,000)		20.71
Options outstanding as of:	September 30, 2014		521,050	$	2.32	4.3	$	3,194,910

Options vested and expected to vest as of:	September 30, 2014		520,708	$	2.32	4.3	$	3,194,910
Options vested and exercisable as of:	September 30, 2014		517,300	$	2.28	4.3	$	3,194,910
Weighted average remaining
recognition period in years			2.9
Unamortized compensation expense,
net of estimated forfeitures		$	18,750

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				September 30,	Contractual	Exercise		September 30,	Exercise
From		To		2014	Life	Price		2014	Price
$	1.34	$	1.34	471,050	4.4	$	1.34	471,050	$	1.34
$	2.02	$	11.78	45,000	4.6	$	9.00	41,250	$	9.02
$	33.90	$	35.05	5,000	0.2	$	34.82	5,000	$	34.82
$	1.34	$	35.05	521,050	4.3	$	2.32	517,300	$	2.28

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

	Nine Months Ended
	September 30,
	2014		2013
		(amounts in thousands)

Station operating expenses	$	672	$	522
Corporate general and administrative expenses		3,079		2,458
Stock-based compensation expense included in operating expenses		3,751		2,980
Income tax benefit ⁽¹⁾		1,121		791
Net stock-based compensation expense	$	2,630	$	2,189

	Three Months Ended

	September 30,
	2014		2013
	(amounts in thousands)

Station operating expenses	$	277	$	187
Corporate general and administrative expenses		981		695
Stock-based compensation expense included in operating expenses		1,258		882
Income tax benefit ⁽¹⁾		378		230
Net stock-based compensation expense	$	880	$	652