Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 18, 2022, iHeartMedia, Inc.’s (the “Company”) subsidiary, iHeart Management Services, Inc. (“iHeart Management”) entered into an amended and restated employment agreement (the “A&R Employment Agreement”) with Jordan R. Fasbender (the Company’s Executive Vice President, General Counsel and Secretary). The A&R Employment Agreement extends Ms. Fasbender’s employment term until March 31, 2025. On April 1, 2025, and each anniversary thereof, the A&R Employment Agreement will automatically renew for successive one (1) year periods unless either iHeart Management or Ms. Fasbender elects not to extend such agreement.
The A&R Employment Agreement amends and restates the employment agreement that Ms. Fasbender previously entered into with iHeart Management. The material changes under the A&R Employment Agreements are as follows:
•Ms. Fasbender’s annual base salary is $700,000 (effective April 1, 2022), and will increase to $725,000 on April 1, 2023, and to $750,000 on April 1, 2024.
•If Ms. Fasbender’s employment is terminated without Cause or if she resigns for Good Reason or is issued a written notice of non-renewal by iHeart Management at the end of her Employment Period, other than in connection with a Change in Control (each term as defined in the A&R Employment Agreement), then iHeart Management will pay to Ms. Fasbender an amount equal to the sum of: (1) 1.5 times the sum of her annual base salary and target annual bonus for the year of termination, (2) the assumed COBRA premiums she would pay for 18 months if she elected COBRA coverage (whether or not she elects such coverage) (the “COBRA Amount”), and (3) a pro-rata portion of her target annual bonus for the year in which termination occurs (the “Pro-Rata Bonus”). In addition, the Company will provide Ms. Fasbender with up to eighteen (18) months of accelerated time-vesting for Company equity awards granted on or after May 2022.
•If Ms. Fasbender experiences any such type of termination in connection with a Change in Control, then she will be entitled to the same amounts as described above, except the cash payment will be based on (1) two times (rather than 1.5 times) the sum of her annual base salary and target annual bonus and (2) 1 1/3 times the COBRA Amount.
•If Ms. Fasbender’s employment is terminated due to her death or disability, she will receive the Pro-Rata Bonus and accelerated vesting with respect to any Company equity awards that would have vested between the termination date and the following April 1 (if more favorable than the treatment contained in an individual award agreement).