Item 1.01. Entry into a Material Definitive Agreement

On February 10, 2009, the Board of Directors of Entercom Communications Corp. (the "Company") adopted, subject to shareholder approval, an amendment to the Entercom Equity Compensation Plan (the "Plan"). At the Annual Meeting of Shareholders of the Company held on May 12, 2009, the shareholders approved the amendment to the Plan.

The amendment permits the Company to implement a one-time option exchange program (the "Program"). Under the Program, the Company has offered (subject to shareholder approval of the Plan amendment) its employees and non-employee directors a one-time opportunity to exchange all of their outstanding stock options, with exercise prices equal to or greater than $11.80 per share, for a lesser number of restricted units of the Company. The offer to exchange made in connection with the Program expired on May 14, 2009 and on May 15, 2009 the Company accepted for exchange all properly tendered and not validly withdrawn options eligible.

The Plan, as amended, is filed as Exhibit 10.01 to this Current Report on Form 8-K.

Item 5.02(e). Compensatory Plan or Arrangement.

Amended and Restated Entercom Equity Compensation Plan

The information provided in Item 1.01 of this Form 8-K concerning the Entercom Equity Compensation Plan is hereby incorporated into this Item 5.02.

Item 9.01. Exhibits

Exhibit No. Title

10.01 Entercom Equity Compensation Plan, as amended. (1)

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(1) Incorporated by reference to Appendix A of the Company's 2009 Proxy Statement on Schedule 14A filed on March 23, 2009.

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