ENTERCOM COMMUNICATIONS CORP. (NYSE:ETM) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

On March20, 2017, the Board of Directors (the
Board) of Entercom Communications Corp. (the
Company) appointed Richard J. Schmaeling as
Executive Vice President and Chief Financial Officer of the
Company, effective April18, 2017. See Item5.02(e) of this Current
Report on Form 8K for a brief description of Mr.Schmaelings
employment agreement dated March20, 2017.

Mr.Schmaeling (age 52) has served as Chief Financial Officer of
Travel Leaders Group, LLC, the largest travel agency company in
the United States since July 2016. From August 2015 through June
2016, Mr.Schmaeling was Chief Financial Officer of MediaMath,
Inc., a private equity controlled advertising technology company.
From January 2015 through August 2015, Mr.Schmaeling provided
integration consulting to Media General, Inc., a TV and digital
media company which acquired LIN Media, LLC, a local TV and
digital media provider serving 23 markets and approximately 10%
of U.S. households, where Mr.Schmaeling was Chief Financial
Officer from 2008 through December 2014. Mr.Schmaeling is a
Certified Public Accountant and has a B.S. in Accounting from
Rutgers University.

(e)(1) Employment Agreement – Richard J.
Schmaeling

(e) Employment Agreement with Mr.Schmaeling

On March20, 2017, the Company entered into an employment
agreement with Mr.Schmaeling, effective as of April18, 2017 (the
Employment Agreement), to which he will serve as
Executive Vice President and Chief Financial Officer of the
Company. The Employment Agreement provides for a term commencing
on April18, 2017 and expiring on April30, 2021, unless earlier
terminated.

The Employment Agreement provides for an annual base salary of
$525,000 through April30, 2018, subject to an annual increase of
three percent or such greater amount as determined by the
Company. In addition, Mr.Schmaeling is eligible for an annual
cash performance bonus as determined in the discretion of the
Compensation Committee of the Board (the Compensation
Committee) based on its review of the Companys
performance and Mr.Schmaelings performance for the year.
Mr.Schmaelings target annual bonus amount is 80% of his annual
base salary (but prorated by five-sixths of his target annual
bonus for calendar year 2017 only).

to the Employment Agreement, Mr.Schmaeling will receive a monthly
car allowance and reimbursement of moving expenses, as well as
temporary lodging of up to six months from his employment
commencement date, in connection with his relocation to the
Philadelphia area. Mr.Schmaeling will also be eligible to
participate in employee benefits generally available to officers
of the Company.

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Shortly following the closing of the Companys acquisition of CBS
Radio Inc. (or the termination of the underlying merger agreement
without closing), the Compensation Committee will grant
Mr.Schmaeling 50,000 shares of restricted stock to the Companys
Equity Compensation Plan and an award agreement. The award will
vest 50% on the second anniversary of his employment commencement
date and 25% on each of the third and fourth anniversaries of
such date, subject to Mr.Schmaelings continued employment through
each vesting date.

Commencing with the Companys 2018 fiscal year, Mr.Schmaeling will
be eligible to receive an annual equity grant with a target value
of $600,000, as determined in the discretion of the Compensation
Committee based upon the recommendation of the Companys Chief
Executive Officer. The annual equity grant will vest 50% on the
second anniversary of the date of grant and 25% on each of the
third and fourth anniversaries of the date of grant, subject to
Mr.Schmaelings continued employment through each vesting date.

In the event that Mr.Schmaelings employment is terminated either
by the Company without cause (other than due to disability) or by
him for good reason, in either case prior to the execution of a
binding agreement which would result in a change in control (each
as defined in the Employment Agreement) if consummated, or more
than twelve months following a change in control, then subject to
his execution of a general release of claims and continued
compliance with the restrictive covenants and other covenants set
forth in the Employment Agreement, Mr.Schmaeling will be entitled
to receive the following severance payments and benefits:
(i)continued payment of his annual base salary for one year
following the date of termination; (ii)a one-time bonus payment
equal to the pro-rata portion of the amount of annual bonus
received for the year immediately preceding the year of
termination (or target annual bonus if such termination occurs
before any annual bonus has been paid); and (iii)all of
Mr.Schmaelings then-outstanding equity awards will continue to
vest through the first anniversary of the date of termination as
if he had remained employed through such date.

If Mr.Schmaelings employment is terminated either by the Company
without cause (other than due to disability) or by him for good
reason, in either case, during the period commencing on the date
of execution of a binding agreement which would result in a
change in control, if consummated, and ending on the twelve-month
anniversary of a change in control, then Mr.Schmaeling will be
entitled to receive the severance payments and benefits described
in the immediately preceding paragraph (subject to his execution
of a general release of claims and continued compliance with the
restrictive covenants and other covenants set forth in the
Employment Agreement), except that all of Mr.Schmaelings
then-outstanding equity awards that vest solely on the basis of
time will become fully vested and immediately exercisable or
settled as of the date of such termination of employment (which
shall be in lieu of any continued vesting described in the
immediately preceding paragraph).

If the Employment Agreement terminates as of April30, 2021, and,
no later than April1, 2021 the Company makes Mr.Schmaeling an
offer to continue employment with a salary and bonus package that
is equal to or greater than Mr.Schmaelings then current salary
and annual

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incentive bonus package (a Qualified Offer), then it will not be
deemed a termination by the Company without cause and
Mr.Schmaeling will not be entitled to any severance payments and
benefits as a result therefrom. In the event of such a
termination where the Company has not made a Qualified Offer and
Mr.Schmaelings employment terminates as a result therefrom, then
subject to his execution of a general release of claims and
continued compliance with the restrictive covenants and other
covenants set forth in the Employment Agreement, Mr.Schmaeling
will be entitled to receive continued payment of his annual base
salary for one year following the date of termination. Any
continued employment to a Qualified Offer or alternative
agreement made to the Employment Agreement will be deemed an
extension of the term thereof and the Employment Agreement, as so
modified, will continue in full force and effect.

The Employment Agreement provides for customary non-competition,
non-solicitation and employee no-hire covenants that apply during
employment and the twelve month period thereafter and a perpetual
confidentiality covenant. In addition, the Employment Agreement
includes customary indemnification provisions and provides for
limited reimbursement of legal fees and expenses incurred by
Mr.Schmaeling in connection with entering into the Employment
Agreement.

The above summary of the terms of Mr.Schmaelings employment
agreement is qualified in its entirety by reference to
Mr.Schmaelings employment agreement, which will be filed as an
exhibit to the Companys Quarterly Report on Form 10-Q for the
quarter ending June30, 2017.

Item8.01. Other Events

On March22, 2017, the Company issued a press release announcing
that the Board has appointed Richard J. Schmaeling as Executive
Vice President and Chief Financial Officer of the Company,
effective April18, 2017.

Item9.01. Exhibits

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About ENTERCOM COMMUNICATIONS CORP. (NYSE:ETM)

Entercom Communications Corp. is a radio broadcasting company. The Company has a portfolio of approximately 130 radio stations in over 30 markets across the United States. The Company operates through the radio broadcasting segment. The Company sells advertising time to local, regional and national advertisers and national network advertisers, engaged in purchasing spot commercials in varying lengths. The Company has both frequency modulation (FM) and amplitude modulation (AM) radio stations. The Company focuses on station-related digital platforms, which allow for audience interaction and participation, and integrated digital advertising solutions. The Company’s stations are typically classified by their format, such as news, sports, talk, classic rock, adult contemporary, alternative and country. The Company’s radio stations include KSWD FM, KOSI FM, KYGO FM, KEPN AM, KKFN FM, KQKS FM, KRWZ AM, WSTR FM, WQXI AM, WLYF FM, WMXJ FM, KBZT FM and KIFM FM.

ENTERCOM COMMUNICATIONS CORP. (NYSE:ETM) Recent Trading Information

ENTERCOM COMMUNICATIONS CORP. (NYSE:ETM) closed its last trading session up +0.12 at 13.90 with 143,868 shares trading hands.