IHEARTMEDIA, INC. (OTCMKTS:IHRT) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February23, 2018, the Compensation Committee (the “Compensation Committee”) of the Board of Directors of iHeartMedia, Inc. (the “Company”) approved bonus payments for the following named executive officers as described below.

Robert W. Pittman. The Compensation Committee approved a bonus opportunity for Robert W. Pittman, the Company’s Chairman and Chief Executive Officer, under a new 2018 Key Incentive Bonus Plan (the “2018 KEIP”), to which Mr.Pittman will be eligible to earn a target bonus for each calendar quarter of 2018 (the “Quarterly Bonus”) of $2,325,000. The Compensation Committee approved payment of Mr.Pittman’s Quarterly Bonus for the period ending March31, 2018; provided that Mr.Pittman is required to repay the after-tax value of the Quarterly Bonus if he were to be terminated for “cause” or voluntarily resign without “good reason” before March31, 2019. In addition, the Compensation Committee accelerated the payments of bonuses Mr.Pittman previously earned during 2016 ($500,000) and 2017 ($500,000) under the iHeartMedia, Inc. 2015 Supplemental Incentive Plan (the “SIP”). Mr.Pittman is required to repay the after-tax value of the relevant portion of these SIP payments upon any termination of his employment if he would have forfeited such portion if payment of these SIP payments had not been accelerated.

Richard J. Bressler. The Compensation Committee approved a bonus opportunity for Richard J. Bressler, the Company’s President, Chief Operating Officer and Chief Financial Officer, under the 2018 KEIP, to which Mr.Bressler will be eligible to earn a Quarterly Bonus for each calendar quarter of 2018 of $1,325,000. The Compensation Committee approved payment of Mr.Bressler’s Quarterly Bonus for the period ending March31, 2018; provided that Mr.Bressler is required to repay the after-tax value of the Quarterly Bonus if he were to be terminated for “cause” or voluntarily resign without “good reason” before March31, 2019. In addition, the Compensation Committee accelerated the payments of bonuses Mr.Bressler previously earned during 2016 ($500,000) and 2017 ($500,000) under the SIP. Mr.Bressler is required to repay the after-tax value of the relevant portion of these SIP payments upon any termination of his employment if he would have forfeited such portion if payment of these SIP payments had not been accelerated.

Robert H. Walls, Jr. The Compensation Committee approved a bonus opportunity for Robert H. Walls, Jr., the Company’s Executive Vice President, General Counsel and Secretary, under the 2018 KEIP, to which Mr.Walls will be eligible to earn a Quarterly Bonus for each calendar quarter of 2018 of $225,000. The Compensation Committee approved payment of Mr.Walls’ Quarterly Bonus for the period ending March31, 2018; provided that Mr.Walls is required to repay the after-tax value of the Quarterly Bonus if he were to be terminated for “cause” or voluntarily resign without “good reason” before March31, 2019.

All of the payments described above are in addition to the bonuses the named executive officers will earn for 2017 performance under the plans in effect for 2017, and any SIP payments earned during 2015, all of which were paid in accordance with the terms of the agreements.

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About IHEARTMEDIA, INC. (OTCMKTS:IHRT)

iHeartMedia, Inc. is a global media and entertainment company that specializes in broadcast and digital radio, out-of-home, mobile, and on-demand entertainment and information services for national audiences and local communities. The Company operates in three segments: iHeartMedia (iHM), Americas outdoor advertising (Americas outdoor) and International outdoor advertising (International outdoor). Its iHM segment provides media and entertainment services through broadcast and digital delivery and also includes its national syndication business. Its Americas outdoor and International outdoor segments provide outdoor advertising services in their respective geographic regions using various digital and traditional display types. Its other category includes its full-service media representation business, Katz Media Group, as well as other general support services. It has a Smartbike bicycle rental program that provides bicycles for rent to the general public in several municipalities.