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Title: |
Restricted Stock Unit Award Agreement |
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Date: |
2007 |
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$36 |
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ID: |
#2874643 |
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BROADCASTING MEDIA PARTNERS, INC.
2007 EQUITY INCENTIVE PLAN
RESTRICTED STOCK UNIT AWARD AGREEMENT
REFERENCE NUMBER: 2007-SE
SECTION 1. GRANT OF RESTRICTED STOCK UNIT AWARD.
(a) Award. On the terms and conditions set forth in this Agreement and each Notice of Restricted Stock Unit Award referencing this Agreement (the Notice), Broadcasting Media Partners, Inc. (the Company) hereby grants the Participant the Restricted Stock Units (and, where indicated in the Notice, Broadcast Media Partners Holdings, Inc. (Holdings), grants the Restricted Preferred Stock Units) under the terms set forth in the Notice (collectively the Units) pursuant to and in accordance with the terms of the Broadcasting Media Partners, Inc. 2007 Equity Incentive Plan (Plan). Each Notice, together with this referenced Agreement, shall be a separate award governed by the terms of this Agreement and the Plan (except to the extent otherwise set forth in the Notice).
(b) Adjustment of Award. The number of Units subject to this Award is subject to adjustment following the occurrence of certain events affecting the Company, as provided in Section 10 of the Plan.
(c) Equity Incentive Plan and Defined Terms. The Units are granted under and subject to the terms of the Plan. Capitalized terms are defined in Section 8 of this Agreement and in the Plan.
SECTION 2. SECURITIES LAW ISSUES.
(a) Securities Not Registered. Neither the Units nor the underlying Shares have been registered under the Securities Act. To the extent any securities are deemed issued in respect of the Units, they are being issued to the Participant in reliance upon either (i) a registration of such securities under applicable securities laws or (ii) an exemption from registration under applicable securities laws.
(b) Participant Representations. The Participant hereby confirms that he or she has been informed that any securities issued pursuant to this Award are restricted securities under the Securities Act which may not be resold or transferred unless they are first registered under the Securities Act or unless an exemption from such registration is available. Accordingly, the Participant hereby represents and acknowledges as follows:
| (i) | The Units and any Shares issued in settlement thereof are being acquired for investment, and not with a view to sale or distribution thereof; |
| (ii) | The Participant is prepared to hold the Units and any Shares issued in settlement thereof for an indefinite period and is aware that Rule 144 promulgated under the Securities Act (which exempts certain resales of securities) is not presently available to exempt the resale of the Units and any Shares issued in settlement thereof from the registration requirements of the Securities Act. |
| (iii) | The Participant is an accredited investor within the meaning of Rule 501(e) of Regulation D of the Securities Act by virtue of the Participants position with the Company, income, assets or otherwise. |
(c) Registration. Except as set forth in this Section 2(c), the Company may, but shall not be obligated to, register or qualify the award of the Units or Shares issued in settlement thereof to the Participant under the Securities Act or any other applicable law, except, solely with respect to Participants who are signatories to or have executed a joinder with respect to the Registration Rights Agreement (with respect to the Shares issued in settlement of this Award), as required under the Registration Rights Agreement. The Company shall register the Shares issued in settlement of this Award on a Form S-8, in ordinary course, upon becoming eligible to do so.
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