#ihrt

On January 10, 2017, the Board of Directors (the “Board of Directors”) of iHeartMedia, Inc. (“iHeartMedia”), the indirect parent company of iHeartCommunications, Inc., approved a form of retention bonus agreement (the “Retention Agreement”) and individual retention bonus amounts for certain senior managers, including three of iHeartMedia’s named executive officers who will receive retention bonuses under the plan as follows: Robert W. Pittman, Chairman and Chief Executive Officer – $1,750,000; Richard J. Bressler, President, Chief Operating Officer and Chief Financial Officer – $1,750,000; and Steven J. Macri, Senior Vice President, Corporate Finance – $750,000. The retention bonuses were paid on or about January 12, 2017 (the “Effective Date”). Except as set forth below, recipients are required to repay 100% of the after-tax value of his retention bonus if the recipient’s employment terminates before the second anniversary of the Effective Date. In the event of termination of a recipient’s employment by iHeartMedia without cause, by the recipient for “good reason,” or due to death or disability (each, a “Qualifying Termination”) before the first anniversary of the Effective Date, if the recipient executes and does not revoke a customary release of claims, the recipient will be required to repay 50% of the after-tax value of his retention bonus. In the event of Qualifying Termination on or after the first anniversary of the Effective Date, or if the recipient remains employed until the second anniversary of the Effective Date, the recipient will retain the entire retention bonus. The after-tax value of the retention bonus will be determined by iHeartMedia as the applicable portion of the retention bonus, net of any taxes the recipient is required to pay in respect thereof, and taking into account any tax benefit that may be available to the recipient in respect of such repayment. In consideration of the retention bonus, each recipient will be required to release certain claims against iHeartMedia and acknowledge certain confidentiality and nondisparagement agreements.