ENTERCOM COMMUNICATIONS CORP. (NYSE:ETM) Files An 8-K Entry into a Material Definitive Agreement

Item1.01. Entry into a Material Definitive Agreement

On May10, 2017, the Board of Directors of Entercom Communications
Corp. (the Company), upon the recommendation of
the Compensation Committee of the Companys Board of Directors,
approved certain changes to the Companys Non-Employee Director
Compensation Policy (Director
Comp Policy).

The revised Director Comp Policy provides for an annual cash
retainer of $80,000 and an annual equity compensation grant of
$120,000 in restricted stock. In addition, the revised Director
Comp Policy provides for the following fees which are a function
of Board roles:

Committee Non-chair / Membership Fee:

Committee Chair / Membership Fee:

Independent Lead Director (if applicable): $25,000 per
year

The foregoing is a summary description of the material changes to
the Director Comp Policy. Reference is made to the complete text
of the Director Comp Policy, which is filed as an exhibit to this
current report on Form 8-K.

(e)-1 Entercom Annual Incentive Plan

On May10, 2017, the Company held its annual meeting of
shareholders (the Annual
Meeting) at which the shareholders of the
Company re-approved the Entercom Annual Incentive Plan (the
AI Plan). A description of the
terms and conditions of the AI Plan are set forth in the Companys
definitive proxy statement on Schedule 14A
(Proxy Statement) filed with
the Securities and Exchange Commission on March17, 2017 and
incorporated herein by reference. Such description is qualified
entirely by reference to the actual terms of the Plan, a copy of
which was filed as Exhibit A to the Proxy Statement.

(e)-2 Amendment to Employment Agreement – Joseph Field

On May10, 2017, the Company entered into an Amendment to
Employment Agreement with Joseph M. Field (the
Field Amendment). to the Field
Amendment, Mr.Field

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agreed to reduce his compensation from three times the annual
cash retainer and three times the annual equity compensation to
the Director Comp Policy (as defined above) to the same level of
annual cash retainer and annual equity compensation to the
Director Comp Policy.

The foregoing is a summary description of the Field Amendment and
by its nature is incomplete. For further information regarding
the terms and conditions of the Field Amendment, reference is
made to the complete text of the Field Amendment, which will be
filed as an exhibit to the Companys Quarterly Report on Form 10-Q
for the quarter ending June30, 2017.

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(e)-3 Amendment to Employment Agreement – Andrew Sutor

On May15, 2017, the Company entered into a new employment
agreement for Andrew Sutor, to which Mr.Sutor will continue to
serve as the Companys Senior Vice President and General Counsel
(the Sutor Agreement).

The Sutor Agreement extends Mr.Sutors service to the Company
through May15, 2021, with automatic one year extensions following
the initial term, unless either party provides prior notice of
non-extension.

The Sutor Agreement provides for an annual base salary of
$450,000 through May15, 2018, subject to an annual increase of
three percent (3%). In addition, Mr.Sutor is eligible for an
annual cash performance bonus with a target of $150,000 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.Sutors performance for the year. In addition,
Mr.Sutor is eligible for future annual equity grants with a
target value of $300,000 as determined by the Compensation
Committee based upon the recommendation of the Companys Chief
Executive Officer. In addition, Mr.Sutor is eligible to
participate in benefit plans generally available to the Companys
officers.

In the event that Mr.Sutors employment (a)is terminated by the
Company without cause (other than due to disability); or
(b)terminates as of May15, 20121 or any May15 thereafter due to a
notice of non-renewal by the Company and the Company has not made
an offer of continued employment at the same then current salary
and bonus package, Mr.Sutor will be entitled to receive, as
severance, the continued payment of his annual base salary for
twelve (12)months following the date of termination (subject to
his execution of a general release of claims and continued
compliance with the restrictive covenants and other covenants set
forth in the Sutor Agreement).

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The foregoing is a summary description of the material terms of
the Sutor Agreement and by its nature is incomplete. For further
information regarding the terms and conditions of the Sutor
Agreement, reference is made to the complete text of the Sutor
Agreement, which will be filed as an exhibit to the Companys
Quarterly Report on Form 10-Q for the quarter ending
June30, 2017.