| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On November 13, 2018, the Compensation Committee (the “Compensation Committee”) of the Board of Directors of iHeartMedia, Inc. (the “Company”) approved the terms and conditions governing the iHeartMedia, Inc. 2019 Key Incentive Bonus Plan (the “2019 KEIP”) and quarterly bonus opportunities for the first, second, third and fourth quarters of 2019 for certain key employees of the Company. The 2019 KEIP and the quarterly bonus opportunities described below are subject to approval by the United States Bankruptcy Court for the Southern District of Texas.
Under the 2019 KEIP, each participant is eligible to earn a performance bonus in cash at the end of each of the first, second, third and fourth quarters of 2019 (the “Quarterly Bonuses”), depending upon the extent to which a Consolidated OIBDAN goal has been achieved for each such quarter. In addition to being measured on a quarterly basis, the Consolidated OIBDAN goal will be measured cumulatively through the end of each of the second, third and fourth quarters of 2019 and a participant will be eligible to earn, in addition to the Quarterly Bonuses for the second, third and fourth quarters, an amount equal to the Quarterly Bonuses based on achievement of the cumulative Consolidated OIBDAN goal minus the Quarterly Bonuses actually paid for each such quarter. In order to earn a Quarterly Bonus for any quarter, a participant must generally remain employed by the Company through the end of the applicable quarter. A participant whose employment with the Company terminates due to death or disability or by the Company without “cause” or by the participant for “good reason” prior to the end of the applicable quarter will receive apro-rated portion of the bonus that would otherwise have been earned for that quarter. The Company, in its sole discretion, has the right to amend or terminate this Plan at any time; provided that in no event shall any amendment or termination adversely affect the rights of the participants regarding any Quarterly Bonus for a quarter that has commenced as of the date of such action without the prior written consent of the affected participants.
The Compensation Committee approved the following Quarterly Bonus opportunities under the 2019 KEIP for the following named executive officers:
Robert W. Pittman, Chairman and Chief Executive Officer, will be eligible to earn a target Quarterly Bonus for each of the first, second, third and fourth quarters of 2019 of $2,325,000.
Richard J. Bressler, President, Chief Operating Officer and Chief Financial Officer, will be eligible to earn a target Quarterly Bonus for each of the first, second, third and fourth quarters of 2019 of $1,325,000.
Robert H. Walls, Jr., Executive Vice President, General Counsel and Secretary, will be eligible to earn a target Quarterly Bonus for each of the first, second, third and fourth quarters of 2019 of $225,000.
On November 19, 2018, the Company and its debtor subsidiaries filed with the United States Bankruptcy Court for the Southern District of Texas, aDebtors’ Motion for Entry of an Order Authorizing and Approving the Debtors’ 2019 Incentive Plans (the “Incentive Plan Motion”). The Incentive Plan Motion includes a copy of the 2019 KEIP as Exhibit 1 to Exhibit A. This Exhibit is available at https://cases.primeclerk.com/iheartmedia.
