Cost-Savings RSUs. The Cost-Savings RSUs are eligible to become Earned Performance RSUs based on the Company’s achievement of certain operating expense and modernization savings goals for 2020 and 2021. Specifically, the Cost-Savings RSUs are comprised of three tranches, as shown in the following table:
|
|
|
|
|
|
|
|
|
Type of Cost-Savings RSUs
|
|
Eligible Number of Cost-
Savings RSUs
|
|
|
Performance Period
|
|
Operating Expense Savings
|
|
|
50
|
%
|
|
|
2020 calendar year
|
|
Modernization Savings
|
|
|
25
|
%
|
|
|
2020 calendar year
|
|
Run Rate Modernization Savings
|
|
|
25
|
%
|
|
|
2021 calendar year
|
|
With respect to each tranche, the Cost-Savings RSUs are eligible to become Earned Performance RSUs on the achievement of the applicable performance goals at the “Threshold”, “Target” and “Maximum” levels (using straight-line linear interpolation between such levels), as follows:
|
|
|
|
|
|
|
|
|
|
|
Operating
Expense Savings
|
|
Modernization
Savings
|
|
Run Rate
Modernization
Savings
|
|
Earning Percentage
of Eligible Number
of Cost-Savings
RSUs
|
“Threshold Level”
|
|
< $180,000,000
|
|
< $45,000,000
|
|
< $90,000,000
|
|
0%
|
“Target Level”
|
|
$190,000,000
|
|
$47,500,000
|
|
$95,000,000
|
|
50%
|
“Maximum Level”
|
|
³ $200,000,000
|
|
³ $50,000,000
|
|
³ $100,000,000
|
|
100%
|
Diversity RSUs. The Diversity RSUs are eligible to become Earned Performance RSUs based on the Company’s achievement of the following three goals: (1) distribution of Black Information Network programming on a 24/7 basis on at least 20 iHeartRadio radio stations, (2) build out of Black Information Network capabilities in at least 10 of the 20 affiliated stations to provide full Black Information Network local news coverage and reporting, and (3) 50% of the new podcast shows launched after July 1, 2020 are produced and/or hosted by women and/or minority creators.
If the Committee determines in its sole discretion that (i) all three goals have been achieved during the one-year period following the grant date, then 100% of the Diversity RSUs will become Earned Performance RSUs; (ii) at least two goals have been achieved, then the Committee may certify in its sole discretion that up to 90% of the Diversity RSUs will become Earned Performance RSUs; and (iii) fewer than two goals have been achieved, then no Diversity RSUs will become Earned Performance RSUs.
ESG RSUs. The ESG RSUs are eligible to become Earned Performance RSUs based on the Committee’s determination that the Company has demonstrated significant and tangible progress on the following three goals during the performance period: (1) diversity in radio programming, (2) employee diversity training, and (3) environmental awareness.
If the Committee determines in its sole discretion that (i) all three goals have been achieved during the one-year period following the grant date, then 100% of the ESG RSUs will become Earned Performance RSUs; (ii) at least two goals have been achieved, then the Committee may certify in its sole discretion that up to 90% of the ESG RSUs will become Earned Performance RSUs; and (iii) fewer than two goals have been achieved, then no ESG RSUs will become Earned Performance RSUs.
Termination of Employment. Vesting of the Performance RSUs will cease upon the Executive’s termination of employment, and any Performance RSUs that are unvested as of the termination date will be forfeited. However, upon the Executive’s termination of employment by the Company without cause, by the Executive for good reason or due to the Executive’s death or disability, then (i) if the termination occurs during an ongoing performance period, then 100% of the Performance RSUs with respect to such performance period will vest, and (ii) if the termination occurs after a performance period has ended, then 100% of the Earned Performance RSUs with respect to such performance period will vest.