AUD Audacy Inc

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)(1) Employment Agreement – David J. Field

On December 14, 2021, the Company entered into an amended and restated employment agreement for David J. Field, pursuant to which Mr. Field will continue to serve as the Company’s President and Chief Executive Officer (the “Field Agreement”). The Field Agreement amends and restates that certain amended and restated employment agreement dated April 22, 2016, as amended, by and between the Company and David J. Field (the “Prior Agreement”) and is effective as of January 1, 2022. The following is a summary description of the material provisions of the amendments to the Prior Agreement that are provided for under the Field Agreement and by its nature is incomplete. For further information regarding the terms and conditions of the Field Agreement, reference is made to the complete text of the agreement, which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ending December 31, 2021.

The Field Agreement has an initial term of three years with automatic one year extensions following the initial term unless either party provides prior notice of non-extension. The Field Agreement provides for an annual base salary of $1,350,000 and a target annual performance bonus of up to two hundred percent of Mr. Field’s base salary.

In addition, in the context of long-term incentive compensation, Mr. Field is eligible to receive a one time “EBITDA Bonus” of $3,000,000. The EBITDA Bonus is only payable if, prior to December 31, 2024, the Company’s EBITDA for the immediately preceding consecutive twelve month period exceeds $400,000,000 (as determined by the Board and/or Compensation Committee).

The Field Agreement also provides for an equity grant of 1,000,000 restricted stock units (“RSUs”), subject to the Company’s shareholders’ approval of a new Company equity incentive plan at the 2022 annual shareholders meeting. Seventy five percent (75%) of these RSUs have performance based vesting conditions while the remaining twenty five percent (25%) have time based vesting conditions. The Field Agreement does not contemplate any additional equity grants during the term of the agreement.

If a new equity compensation plan is approved by the Company’s shareholders:

For purposes of the Field Agreement, “Consecutive Trading Price” means the trading date following the effective date on which the Company’s closing share price on any exchange on which the Company’s common stock is then listed equals or exceeds the Consecutive Trading Price goal(s) set forth in the table above and has equaled or exceeded such Consecutive Trading Price goal(s) for the immediately preceding consecutive twenty four (24) trading days. These performance shares (or tranches thereof) will lapse and expire to the extent any applicable Consecutive Trading Price Goal is not achieved by December 31, 2024.

Except as described above, the Field Agreement contains substantially the same terms and conditions as the Prior Agreement.

The Field Agreement also provides for twelve month post-employment non-competition, non-solicitation and employee no-hire covenants as well as a perpetual confidentiality covenant.

(e)(2) Amendment to Employment Agreement – Susan R. Larkin

On December 14, 2021, the Company entered into an amendment to employment agreement for Susan R. Larkin, pursuant to which Ms. Larkin will continue to serve as the Company’s Executive Vice President and Chief Operating Officer (the “Larkin Amendment”). The Larkin Agreement amends the employment agreement dated March 4, 2020, by and between the Company and Susan R. Larkin. The following is a summary description of the material amendments to Mrs. Larkin’s prior employment agreement with the Company and by its nature is incomplete. For further information regarding the terms and conditions of the Larkin Amendment, reference is made to the complete text of the Agreement, which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ending December 31, 2021.

Under the Larkin Amendment, Ms. Larkin’s annual base salary will be increased to $750,000 and will apply retroactively from June 1, 2021 through May 4, 2023. The Larkin Amendment further amends the provision related to future equity grants so that Ms. Larkin will be entitled to an increased amount of future grants of restricted stock and/or stock options with an aggregate annual target amount of $500,000.

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