Common use of Annual Equity Award Clause in Contracts

Annual Equity Award. For each calendar year during the Employment Period, beginning in calendar year 2022, it is the present expectation that iHeartMedia shall grant to the Employee an annual equity-based compensation award covering shares of iHeartMedia’s Class A common stock with a target aggregate grant-date fair value equal to $8,000,000 (the “Annual Equity Award”), and that 50% of the total Annual Equity Award grant-date fair value shall vest based on the Employee’s continued service with the Company, and the remaining 50% of the total Annual Equity Award grant-date fair value shall vest based on achievement of performance goals and continued service. Notwithstanding the generality of the foregoing, the Board (or its Compensation Committee) shall determine in its sole discretion whether to grant an Annual Equity Award to the Employee, and if the Board (or its Compensation Committee) so determines, the amount and terms and conditions applicable to any Annual Equity Award (which terms and conditions shall be no less favorable than those provided in annual equity awards granted to other senior executives of iHeartMedia), and the terms and conditions of the Annual Equity Awards shall be set forth in separate award agreements to be entered into by the Employee and iHeartMedia, which shall provide for accelerated vesting upon a Qualifying Termination that occurs on or following a Change in Control (as defined in the Plan), subject to (i) the Employee signing and returning (and not revoking) the Release (as defined below) by the sixtieth (60th) day following the date of termination and (ii) the Employee’s continued compliance in all material respects with the restrictive covenants set forth in Section 4; provided, that the Company shall provide the Employee with written notice of any breach thereof, and the Employee will have no less than 30 days to cure such breach, to the extent curable. Except as otherwise specifically provided in this Agreement, each Annual Equity Award shall be governed in all respects by the terms and conditions of the Plan and the applicable award agreement.

Annual Equity Award. For Employee shall be eligible to receive an annual equity award under the Equity Incentive Plan for each complete calendar year during that Employee is employed by the Employment Period, beginning in calendar year 2022, it is the present expectation that iHeartMedia shall grant to the Employee an annual equity-based compensation award covering shares of iHeartMedia’s Class A common stock with a target aggregate grant-date fair value equal to $8,000,000 Company hereunder (the “Annual Equity Award”), and that 50% of the total . The Annual Equity Award shall have an aggregate target value, determined as of the applicable date(s) of grant-date fair value shall vest based on the , of approximately 100% of Employee’s continued service with the Company, and the remaining 50% Base Salary as in effect on date of the total grant for such Annual Equity Award grant-date fair value (the “Award Year”). The amount and type(s) of equity award shall vest based on achievement of performance goals and continued service. Notwithstanding the generality of the foregoing, be determined by the Board (or its Compensation Committeea committee thereof) shall determine annually, in its sole discretion whether to grant an Annual Equity Award to discretion, but it is anticipated that the Employee, and if the Board (or its Compensation Committee) so determines, the amount and terms and conditions applicable to any Annual Equity Award (which terms and conditions shall be no less favorable than those provided in annual equity awards granted to other senior executives of iHeartMedia), and the terms and conditions one-half of the Annual Equity Awards Award shall be set forth in separate award agreements to be entered into by the Employee and iHeartMedia, which shall provide for accelerated vesting upon a Qualifying Termination that occurs on or following a Change in Control (as defined in the Plan), consist of restricted stock units subject to time-based vesting (ithe “Time RSUs”) and one-half of the Employee signing Annual Equity Award shall consist of restricted stock units subject to performance-based vesting (the “Performance RSUs”). The terms and returning conditions (and not revokingincluding vesting) the Release (as defined below) by the sixtieth (60th) day following the date of termination and (ii) the Employee’s continued compliance in all material respects with the restrictive covenants set forth in Section 4; provided, that the Company shall provide the Employee with written notice of any breach thereof, and the Employee will have no less than 30 days to cure such breach, applicable to the extent curable. Except as otherwise specifically provided in this Agreement, each Annual Equity Award shall be governed in all respects determined by the terms Board (or a committee thereof) annually, in its sole discretion, but it is anticipated that the Time RSUs shall vest in three substantially equal annual installments on the first, second and conditions third anniversary of the Plan applicable date of grant and the Performance RSUs shall xxxxx xxxx in full on the third anniversary of the applicable date of grant, subject to satisfaction of applicable performance condition(s) established by the Board (or a committee thereof), in its sole discretion, and communicated to Employee on such date of grant and set forth in the applicable award agreement. Notwithstanding the foregoing, Employee shall receive an Annual Equity Award for calendar year 2017 (the “2017 Guaranteed Annual Equity Award”), which shall be granted in calendar year 2018 provided that Employee remains continuously employed by the Company from the Effective Date through the applicable date of grant, that shall consist of (i) Time RSUs with an aggregate value equal to approximately 25% of Employee’s Base Salary and (ii) Performance RSUs with an aggregate target value equal to approximately 25% of Employee’s Base Salary. In addition, Employee shall be eligible to receive an Annual Equity Award for the calendar year 2017 (the “2017 Performance Annual Equity Award”) based on the achievement of performance targets established by the Board (or a committee thereof) related to the Company’s budget and forecast in place sixty (60) days following the Effective Date, which shall be granted in calendar year 2018 provided that Employee remains continuously employed by the Company from the Effective Date through the applicable date of grant, that shall consist of (i) Time RSUs with aggregate value equal to approximately 25% of Employee’s Base Salary and (ii) Performance RSUs with aggregate target value equal to approximately 25% of Employee’s Base Salary. In each case, the 2017 Guaranteed Annual Equity Award and the 2017 Performance Annual Equity Award will be subject to (a) pro-ration for the portion of the 2017 calendar year that Employee is employed by the Company and (b) the anticipated terms and conditions described above in this Section 3(e) for Annual Equity Awards generally. On or following the date of a Change in Control, all outstanding unvested Time RSUs (or, if applicable, any award(s) granted in substitution for the Time RSUs by an acquiror or successor to the Company in connection with a Change in Control) shall vest in full upon the earlier to occur of (i) the termination of Employee’s employment during the Protection Period by the Company without Cause pursuant to Section 5(b) or by Employee for Good Reason pursuant to Section 5(c), or (ii) the first anniversary of such Change in Control. Upon the date of a Change in Control, any outstanding unvested Performance RSUs shall immediately become vested, subject to the satisfaction of the performance conditions set forth in the applicable award and based on the actual level of achievement through the date of such Change in Control. Other than the 2017 Guaranteed Annual Equity Award and the 2017 Performance Annual Equity Award, future Annual Equity Awards granted to Employee shall be in the sole discretion of the Board (or a committee thereof).

Annual Equity Award. For Employee shall be eligible to receive an annual equity award under the Equity Incentive Plan for each complete calendar year during that Employee is employed by the Employment Period, beginning in calendar year 2022, it is the present expectation that iHeartMedia shall grant to the Employee an annual equity-based compensation award covering shares of iHeartMedia’s Class A common stock with a target aggregate grant-date fair value equal to $8,000,000 Company hereunder (the “Annual Equity Award”), and that 50% of the total . The Annual Equity Award shall have an aggregate target value, determined as of the applicable date(s) of grant-date fair value shall vest based on the , of approximately 70% of Employee’s continued service with the Company, and the remaining 50% Base Salary as in effect on date of the total grant for such Annual Equity Award grant-date fair value (the “Award Year”). The amount and type(s) of equity award shall vest based on achievement of performance goals and continued service. Notwithstanding the generality of the foregoing, be determined by the Board (or its Compensation Committeea committee thereof) shall determine annually, in its sole discretion whether to grant an Annual Equity Award to discretion, but it is anticipated that the Employee, and if the Board (or its Compensation Committee) so determines, the amount and terms and conditions applicable to any Annual Equity Award (which terms and conditions shall be no less favorable than those provided in annual equity awards granted to other senior executives of iHeartMedia), and the terms and conditions one-half of the Annual Equity Awards Award shall be set forth in separate award agreements to be entered into by the Employee and iHeartMedia, which shall provide for accelerated vesting upon a Qualifying Termination that occurs on or following a Change in Control (as defined in the Plan), consist of restricted stock units subject to time-based vesting (ithe “Time RSUs”) and one-half of the Employee signing Annual Equity Award shall consist of restricted stock units subject to performance-based vesting (the “Performance RSUs”). The terms and returning conditions (and not revokingincluding vesting) the Release (as defined below) by the sixtieth (60th) day following the date of termination and (ii) the Employee’s continued compliance in all material respects with the restrictive covenants set forth in Section 4; provided, that the Company shall provide the Employee with written notice of any breach thereof, and the Employee will have no less than 30 days to cure such breach, applicable to the extent curable. Except as otherwise specifically provided in this Agreement, each Annual Equity Award shall be governed in all respects determined by the terms Board (or a committee thereof) annually, in its sole discretion, but it is anticipated that the Time RSUs shall vest in three substantially equal annual installments on the first, second and conditions third anniversary of the Plan applicable date of grant and the Performance RSUs shall xxxxx xxxx in full on the third anniversary of the applicable date of grant, subject to satisfaction of applicable performance condition(s) established by the Board (or a committee thereof), in its sole discretion, and communicated to Employee on such date of grant and set forth in the applicable award agreement.. Notwithstanding the foregoing, Employee shall receive an Annual Equity Award for calendar year 2017 (the “2017 Guaranteed Annual Equity Award”), which shall be granted in calendar year 2018 provided that Employee remains continuously employed by the Company from the Effective Date through the applicable date of grant, that shall consist of (i) Time RSUs with an aggregate value equal to approximately 17.5% of Employee’s Base Salary and (ii) Performance RSUs with an aggregate target value equal to approximately 17.5% of Employee’s Base Salary. In addition, Employee shall be eligible to receive an Annual Equity Award for the calendar year 2017 (the “2017 Performance Annual Equity Award”) based on the achievement of performance targets established by the Board (or a committee thereof) related to the Company’s budget and forecast in place sixty (60) days following the Effective Date, which shall be granted in calendar year 2018 provided that Employee remains continuously employed by the Company from the Effective Date through the applicable date of grant, that shall consist of (i) Time RSUs with aggregate value equal to approximately 17.5% of Employee’s Base Salary and (ii) Performance RSUs with aggregate target value equal to approximately 17.5% of Employee’s Base Salary. In each case, the 2017 Guaranteed Annual Equity Award and the 2017 Performance Annual Equity Award will be subject to the anticipated terms and conditions described above in this Section 3(e) for Annual Equity Awards generally. On or following the date of a Change in Control, all outstanding unvested Time RSUs (or, if applicable, any award(s) granted in substitution for the Time RSUs by an acquiror or successor to the Company in connection with a Change in Control) shall vest in full upon the earlier to occur of (i) the termination of Employee’s employment during the Protection Period by the Company without Cause pursuant to Section 5(b) or by Employee for Good Reason pursuant to Section 5(c), or (ii) the first anniversary of such Change in Control. Upon the date of a Change in Control, any outstanding unvested Performance RSUs shall immediately become vested, subject to the

Annual Equity Award. For Employee shall be eligible to receive an annual equity award under the Equity Incentive Plan for each complete calendar year during that Employee is employed by the Employment Period, beginning in calendar year 2022, it is the present expectation that iHeartMedia shall grant to the Employee an annual equity-based compensation award covering shares of iHeartMedia’s Class A common stock with a target aggregate grant-date fair value equal to $8,000,000 Company hereunder (the “Annual Equity Award”), and that 50% of the total . The Annual Equity Award shall have an aggregate target value, determined as of the applicable date(s) of grant-date fair value shall vest based on the , of approximately 100% of Employee’s continued service with the Company, and the remaining 50% Base Salary as in effect on date of the total grant for such Annual Equity Award grant-date fair value (the “Award Year”). The amount and type(s) of equity award shall vest based on achievement of performance goals and continued service. Notwithstanding the generality of the foregoing, be determined by the Board (or its Compensation Committeea committee thereof) shall determine annually, in its sole discretion whether to grant an Annual Equity Award to discretion, but it is anticipated that the Employee, and if the Board (or its Compensation Committee) so determines, the amount and terms and conditions applicable to any Annual Equity Award (which terms and conditions shall be no less favorable than those provided in annual equity awards granted to other senior executives of iHeartMedia), and the terms and conditions one-half of the Annual Equity Awards Award shall be set forth in separate award agreements to be entered into by the Employee and iHeartMedia, which shall provide for accelerated vesting upon a Qualifying Termination that occurs on or following a Change in Control (as defined in the Plan), consist of restricted stock units subject to time-based vesting (ithe “Time RSUs”) and one-half of the Employee signing Annual Equity Award shall consist of restricted stock units subject to performance-based vesting (the “Performance RSUs”). The terms and returning conditions (and not revokingincluding vesting) the Release (as defined below) by the sixtieth (60th) day following the date of termination and (ii) the Employee’s continued compliance in all material respects with the restrictive covenants set forth in Section 4; provided, that the Company shall provide the Employee with written notice of any breach thereof, and the Employee will have no less than 30 days to cure such breach, applicable to the extent curable. Except as otherwise specifically provided in this Agreement, each Annual Equity Award shall be governed in all respects determined by the terms Board (or a committee thereof) annually, in its sole discretion, but it is anticipated that the Time RSUs shall vest in three substantially equal annual installments on the first, second and conditions third anniversary of the Plan applicable date of grant and the Performance RSUs shall xxxxx xxxx in full on the third anniversary of the applicable date of grant, subject to satisfaction of applicable performance condition(s) established by the Board (or a committee thereof), in its sole discretion, and communicated to Employee on such date of grant and set forth in the applicable award agreement. It is understood by parties that the Annual Equity Award to be granted in 2018 is based in part on an employee’s service to the Company during 2017, achievement of certain operational and financial metrics during 2017 and alignment with interests of long-term shareholders. As such, the 2018 Annual Equity Award may be prorated to take these factors in to account. On or following the date of a Change in Control, all outstanding unvested Time RSUs (or, if applicable, any award(s) granted in substitution for the Time RSUs by an acquiror or successor to the Company in connection with a Change in Control) shall vest in full upon the earlier to occur of (i) the termination of Employee’s employment during the Protection Period by the Company without Cause pursuant to Section 5(b) or by Employee for Good Reason pursuant to Section 5(c), or (ii) the first anniversary of such Change in Control. Upon the date of a Change in Control, any outstanding unvested Performance RSUs shall immediately become vested, subject to the satisfaction of the performance conditions set forth in the applicable award and based on the actual level of achievement through the date of such Change in Control. Future Annual Equity Awards granted to Employee shall be in the sole discretion of the Board (or a committee thereof).

Annual Equity Award. For each full calendar year during the Employment PeriodTerm, beginning in calendar year 2022, it is the present expectation that iHeartMedia Executive shall grant be eligible to the Employee an receive a targeted annual equity-based compensation equity award covering shares of iHeartMedia’s Class A common stock with a target aggregate grant-date fair value equal to $8,000,000 % of his then-current Base Compensation (the each, an “Annual Equity Award”), and that 50% . The actual amount of the total Annual Equity Award grant-date fair value shall vest based on the Employee’s continued service with the Company, and the remaining 50% of the total Annual Equity Award grant-date fair value shall vest based on achievement of performance goals and continued service. Notwithstanding the generality of the foregoing, the Board (or its Compensation Committee) shall determine in its sole discretion whether to grant an Annual Equity Award to the Employee, and if the Board (or its Compensation Committee) so determines, the amount and terms and conditions applicable to any Annual Equity Award (which may be less or more than the targeted amount) will be determined based on the achievement of performance criteria relating to both Executive and the Company, as determined each year in good faith by the Compensation Committee, following consultation with Executive. The Annual Equity Award, if any, shall be granted to Executive by no later than March 15 of the year following the year to which such Annual Equity Award relates, so long as Executive is actively employed by the Company and has not provided a notice of resignation to the Company or received a notice of termination from the Company as of the date of grant. The Annual Equity Award may be in the form of restricted shares, restricted share units or such other equity or equity-based awards as may be granted to senior executives under the Amended and Restated Aircastle Limited 2014 Omnibus Incentive Plan (as may be amended from time to time, the “2014 Plan”) or a successor plan, and shall vest in equal, annual tranches on January 1 of each of the first three calendar years following the date of grant, generally subject to Executive’s continued employment with the Company as of the applicable vesting date, and shall otherwise be subject to the terms and conditions shall be no less favorable than those provided in annual equity awards granted of this Agreement and, to other senior executives of iHeartMedia)the extent not inconsistent with this Agreement, and the terms and conditions of the 2014 Plan (or any successor plan) and the definitive award agreement evidencing the grant of the Annual Equity Awards shall be set forth in separate award agreements to be entered into by Award under this Section 3(c). Notwithstanding the Employee and iHeartMediaforegoing, which shall provide for accelerated vesting upon a Qualifying Termination that occurs on or following a Change in Control (as defined in calendar year , the Plan), subject to (i) targeted amount of the Employee signing and returning (and not revoking) the Release (as defined below) by the sixtieth (60th) day following the date of termination and (ii) the Employee’s continued compliance in all material respects with the restrictive covenants set forth in Section 4; provided, that the Company shall provide the Employee with written notice of any breach thereof, and the Employee will have no less than 30 days to cure such breach, to the extent curable. Except as otherwise specifically provided in this Agreement, each Annual Equity Award shall be governed reduced by %, and in all respects by lieu thereof, Executive shall receive a long-term equity award in the terms and conditions form of performance share units with a targeted equity award value equal to (the Plan “LTIP Award”). For each full calendar year thereafter during the Term, any reduction in the LTIP Award or changes to the Annual Equity Award, except as provided above, shall be subject to the express approval of Executive and the applicable award agreementCompany.

Annual Equity Award. For each calendar year during The Executive shall be granted or allocated restricted stock units (or such other securities/instruments that the Employment Period, beginning in calendar year 2022, it is Committee deems appropriate) (“Awarded Securities”) as part of the present expectation that iHeartMedia shall grant to long-term incentive compensation approved annually by the Employee an annual equity-based compensation award covering shares of iHeartMedia’s Class A common stock with a target aggregate grant-date fair value equal to $8,000,000 Committee (the “Annual Equity Award”)) with respect to each fiscal year during the Employment Period commencing with the fiscal year ending December 31, and that 50% of the total 2016. Each Annual Equity Award grant-date fair value shall vest based on be granted pursuant to the Employee’s continued service with the Company, terms and the remaining 50% conditions of the total Partnership’s 2014 Stock Incentive Plan, as may be amended, restated or supplemented from time to time (the “Plan”). The Annual Equity Award grant-date fair value in respect of any fiscal year shall vest based on achievement of performance goals and continued service. Notwithstanding be granted no later than seven (7) calendar days following the generality completion of the foregoing, audit of the Board Company’s financial statements for the fiscal year preceding the year the Awarded Securities are granted or allocated (or its Compensation Committeethe “Grant Year”) shall determine (and in its sole discretion whether to grant an Annual Equity Award to any event no later than the Employee, and if the Board (or its Compensation Committee) so determines, the amount and terms and conditions applicable to date any Annual Equity Award (which terms and conditions shall be no less favorable than those provided in annual equity awards or other equity-based compensation is granted to other senior executives of iHeartMedia), and the terms and conditions of the Annual Equity Awards shall be set forth in separate award agreements to be entered into by the Employee and iHeartMedia, which shall provide for accelerated vesting upon a Qualifying Termination that occurs on or following a Change in Control (as defined in the Plan), subject to (i) the Employee signing and returning (and not revoking) the Release (as defined below) by the sixtieth (60th) day following the date of termination and (ii) the Employee’s continued compliance in all material respects with the restrictive covenants set forth in Section 4; provided, that the Company shall provide the Employee with written notice in respect of any breach thereof, and the Employee will have no less than 30 days to cure such breach, to the extent curablefiscal year). Except as otherwise specifically provided in this Agreement, each The number of Awarded Securities that comprise an Annual Equity Award shall be governed no less than the number equal to the Annual Equity Award Cash Equivalent (defined below) divided by the average closing price of the Company’s common stock on the primary exchange on which it trades (the “Closing Price”) for the final fifteen (15) trading days of the Grant Year. The “Annual Equity Award Cash Equivalent” shall be an amount not less than one times the salary compensation received by the Executive from the Company in all respects by the Grant Year (“Salary”). Distributions shall be paid on Awarded Securities issued from and after the date of issuance in accordance with the terms and conditions of the Plan and the applicable award agreement; provided, that, there shall be no reduction to such distributions compared to distributions paid in respect of common units of the Partnership generally. Other than as stated in this paragraph, an Annual Equity Award in respect of any fiscal year shall have terms and conditions substantially identical (and in any event no less favorable in any respect) to those applicable to an Annual Equity Award generally granted to the Company’s other senior executives in respect of the same fiscal year.