Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers
Retention Equity Awards
On June 28, 2017, the Compensation Committee (the Committee) of the Board of Directors of Clear Channel Outdoor Holdings, Inc.
(the Company) approved equity awards in order to facilitate the retention of certain key employees of the Company, and a form of Restricted Stock Award Agreement (the Restricted Stock Agreement) and a form of Restricted Stock
Unit Award Agreement (the RSU Agreement). On June 28, 2017, the Committee approved an award of 88,235 shares of restricted stock (the Restricted Stock) to Scott R. Wells, and on July 1, 2017, the Committee approved an award
of 70,588 restricted stock units (the Restricted Stock Units) to C. William Eccleshare. Each award of Restricted Stock and Restricted Stock Units is subject to the terms and conditions set forth in the applicable award agreement and the
Clear Channel Outdoor Holdings, Inc. 2012 Amended and Restated Stock Incentive Plan (the Plan).
The terms of the Restricted
Stock award to Mr. Wells are consistent with the previously disclosed terms of his prior restricted stock awards, except that the award will vest in full on June 28, 2019, provided that Mr. Wells is still employed by or providing
services to the Company on such vesting date.
The terms of the Restricted Stock Unit award to Mr. Eccleshare are consistent with the
previously disclosed terms of his prior restricted stock unit awards, except that the award (i) will vest in full on June 28, 2019, provided that Mr. Eccleshare is still employed by or providing services to the Company on such vesting
date, and (ii) provides for double trigger vesting in the event of a change in control. Under the double trigger vesting provision, in the event that the recipients employment is terminated without cause (other
than due to death or disability) within 12 months following a change in control, the award will immediately vest. Mr. Eccleshares award is contingent upon his execution of an amended employment agreement with the Company.
The foregoing descriptions of the RSU Agreement and the Restricted Stock Agreement do not purport to be complete and are qualified in their
entirety by reference to the full text of the RSU Agreement filed as Exhibit 10.1 hereto and the form of the Restricted Stock Agreement filed as Exhibit 10.2 hereto, and the full text of the Plan included as Appendix B to the Companys
Definitive Proxy Statement filed on April 19, 2017.
First Amendment to Employment Agreement with Steven J. Macri
On July 3, 2017, iHeartMedia, Inc. (iHeartMedia), the indirect parent company of the Company, and Steven J. Macri, one of the
Companys named executive officers, entered into a first amendment (the First Amendment) to Mr. Macris employment agreement, dated as of October 7, 2013 (as so amended, the Employment Agreement). Pursuant to the
First Amendment, the term of the Employment Agreement, which was previously scheduled to expire on October 6, 2017, was extended through June 30, 2018 and will be automatically extended from year to year unless (a) either iHeartMedia or Mr. Macri
provides written notice of non-renewal or (b) the Employment Agreement is otherwise terminated in accordance with its terms. In addition, if Mr. Macri elects not to renew the Employment Agreement beyond June 30, 2018, the First Amendment provides
that iHeartMedia will pay him the same severance he would receive under the terms of the original Employment Agreement upon a termination of his employment without cause and not by reason of death or disability, his resignation for
good cause or non-renewal of the Employment Agreement by iHeartMedia. The amount of this severance is equal to Mr. Macris current base salary for a period of twelve (12) months ($700,000), plus his target bonus amount for 2018
($700,000), plus a pro-rata portion of Mr. Macris 2018 annual bonus, calculated based upon performance as of the termination date as related to overall performance at the end of the calendar year.
The foregoing description of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the full
text of the First Amendment filed as Exhibit 10.3 hereto.