Exhibit 10.1

FORM OF

INDEMNIFICATION AGREEMENT

This Agreement, made and entered into this 1 ^st day of May, 2019 (“ Agreement ”), by and between iHeartMedia, Inc., a Delaware corporation (“ IHM ”), and                                  (“ Indemnitee ”). Certain capitalized terms shall have the meaning ascribed to them in Section  14 .

WHEREAS, both IHM and Indemnitee recognize the risk to directors of incurring Losses resulting from, relating to or arising out of their service as directors of public companies;

WHEREAS, IHM’s Certificate of Incorporation requires IHM to indemnify and advance expenses to its directors and officers to the extent provided therein;

WHEREAS, the board of directors of IHM (the “ Board ”) has determined that enhancing the ability of IHM to attract and retain qualified individuals to serve as directors is in the best interests of IHM and that the Board has determined that it is reasonable, prudent and necessary for IHM to indemnify and advance expenses on behalf of its directors to the fullest extent permitted by law so that such directors will serve or continue to serve IHM free from undue concern regarding the risk of incurring Losses referenced above;

WHEREAS, IHM has requested that Indemnitee serve or continue to serve as a director of IHM and may have requested or may in the future request that Indemnitee serve one or more iHeart Entities as a director or in other capacities;

WHEREAS, Indemnitee is willing to serve or continue to serve as a director of IHM on the condition that Indemnitee be so indemnified; and

WHEREAS, in recognition of the need to provide Indemnitee with substantial protection against Losses, in order to procure Indemnitee’s service or continued service as a director of IHM and to enhance Indemnitee’s ability to serve IHM or one more iHeart Entities in an effective manner, and in order to provide such protection pursuant to express contract rights (intended to be enforceable irrespective of, among other things, any amendment to IHM’s Certificate of Incorporation or By-laws of IHM, any change in the composition of the board of directors of IHM or any change in control or business combination transaction relating to IHM), IHM wishes to provide in this Agreement for the indemnification of, and the advancement of Expenses to, Indemnitee as set forth in this Agreement, and, to the extent insurance is maintained, for the coverage and continued coverage of Indemnitee under IHM’s directors’ and officers’ liability insurance policies.

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, IHM and Indemnitee do hereby covenant and agree as follows:

1.     Services by Indemnitee . Indemnitee agrees to serve as a director of IHM for so long as Indemnitee is duly elected or appointed or until Indemnitee, at any time and for any reason, resigns from such position.

2.     Indemnification — General . On the terms and subject to the conditions of this Agreement, IHM shall, to the fullest extent permitted by law (including laws of the State of Delaware), indemnify Indemnitee with respect to, and hold Indemnitee harmless from and against, Losses that may result from or arise in connection with Indemnitee’s Corporate Status. The indemnification obligations of IHM under this Agreement:

(a)    shall continue during the period that Indemnitee shall have Corporate Status with any iHeart Entity (including, without limitation, as a director of IHM) and shall continue thereafter (i) so long as Indemnitee may be subject to any possible Proceeding, whether or not pending at the time Indemnitee ceases to be a director of IHM (including any rights of appeal thereto) and (ii) throughout the pendency of any Proceeding (including any rights of appeal thereto) commenced by Indemnitee to enforce or interpret Indemnitee’s rights under this Agreement, even if, in either case, Indemnitee may have ceased to serve in such capacity at the time of any such Proceeding; and

(b)    include, without limitation, claims for monetary damages against Indemnitee in respect of any alleged breach of fiduciary duty, to the fullest extent permitted by law (including, if applicable, Section 145 of the Delaware General Corporation Law).

3.     Proceedings Other Than Proceedings by or in the Right of IHM . If by reason of Indemnitee’s Corporate Status Indemnitee was, is or is threatened to be made a party to, or a participant in, any Proceeding, other than a Proceeding by or in the right of IHM to procure a judgment in its favor, IHM shall, to the fullest extent permitted by law, indemnify Indemnitee with respect to, and hold Indemnitee harmless from and against, all Losses incurred by Indemnitee or on behalf of Indemnitee in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in, or not opposed to, the best interests of IHM and, with respect to any criminal Proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful.

4.     Proceedings by or in the Right of IHM . If by reason of Indemnitee’s Corporate Status Indemnitee was, is or is threatened to be made, a party to or a participant in any Proceeding by or in the right of IHM to procure a judgment in its favor, IHM shall, to the fullest extent permitted by law, indemnify Indemnitee with respect to, and hold Indemnitee harmless from and against, all Losses incurred by Indemnitee or on behalf of Indemnitee in connection with such Proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in, or not opposed to, the best interests of IHM; provided , however , that indemnification against such Losses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged by a court of competent jurisdiction to be liable to IHM only if (and only to the extent that) the Court of Chancery of the State of Delaware or other court in which such Proceeding shall have been brought or is pending shall determine that despite such adjudication of liability and in light of all circumstances such indemnification may be made.

5.     Mandatory Indemnification in Case of Successful Defense . Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a party to (or a participant in) and is successful, on the merits or otherwise, in defense of any Proceeding in whole or in part, including, without limitation, any Proceeding

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brought by or in the right of IHM, IHM shall, to the fullest extent permitted by law, indemnify Indemnitee with respect to, and hold Indemnitee harmless from and against, all Losses in connection therewith. If Indemnitee is not wholly successful in defense of such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, IHM shall, to the fullest extent permitted by law, indemnify Indemnitee against all Losses in connection with each successfully resolved claim, issue or matter. For purposes of this Section  5 and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, on substantive or procedural grounds, shall be deemed to be a successful result as to such claim, issue or matter.

6.     Partial Indemnification . If Indemnitee is entitled under any provision of this Agreement to indemnification by IHM for some or a portion of any Losses incurred by Indemnitee or on behalf of Indemnitee in connection with a Proceeding or any claim, issue or matter therein, but not, however, for the total amount thereof, IHM shall, to the fullest extent permitted by law, indemnify Indemnitee for that portion thereof to which Indemnitee is entitled.

7.     Indemnification for Additional Expenses Incurred to Secure Recovery or as Witness .

(a)    IHM shall, to the fullest extent permitted by law, indemnify Indemnitee with respect to, and hold Indemnitee harmless from and against, any and all Expenses, and, if requested by Indemnitee, shall (within twenty (20) calendar days of such request) advance such Expenses to Indemnitee that are actually and reasonably paid or incurred by Indemnitee in connection with any Proceeding brought by Indemnitee concerning (i) indemnification, reimbursement or advance payment of Expenses by IHM under this Agreement, any other agreement, the Certificate of Incorporation or By-laws of IHM as now or hereafter in effect relating to Indemnitee’s Corporate Status; and/or (ii) recovery under any directors’ and officers’ liability insurance policies maintained by any iHeart Entity. Notwithstanding anything in this section to the contrary, Indemnitee shall be required to reimburse IHM in the event that a final judicial determination is made by a court of competent jurisdiction that such action brought by Indemnitee was frivolous or in bad faith.

(b)    To the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a witness or prospective witness in, required or subject to a demand or request to produce documents in or otherwise involuntarily involved in any Proceeding to which Indemnitee is not a party, IHM shall, to the fullest extent permitted by law, indemnify Indemnitee with respect to, and hold Indemnitee harmless from and against all Losses incurred by Indemnitee or on behalf of Indemnitee in connection therewith.

8.     Advancement of Expenses .

(a)    Indemnitee shall have the right to advancement by IHM, whether prior to or after the final disposition of any Proceeding by final adjudication to which there are no further rights of appeal, of any and all Expenses actually and reasonably paid or incurred by Indemnitee in connection with any Proceeding in which Indemnitee is a party (or in which the Indemnitee participates or is in any way involuntarily involved) by reason of Indemnitee’s Corporate Status. Indemnitee’s right to such advancement is absolute and shall not be subject to the satisfaction of

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any standard of conduct. Without limiting the generality or effect of the foregoing, within twenty (20) calendar days after the receipt by IHM of a statement or statements from Indemnitee requesting such advance or reimbursement from time to time (or, in the case of the following clause (i), at least five (5) calendar days prior to such time as the Expenses become due (so long as at least twenty (20) calendar days prior notice was given to IHM)) IHM shall, to the fullest extent permitted by law, take one of the following actions (as elected by IHM in its sole discretion): (i) advance to Indemnitee the amount sufficient to pay all such Expenses, (ii) pay such Expenses on behalf of Indemnitee or (iii) reimburse Indemnitee for such Expenses. In connection with any request for the advancement of Expenses, Indemnitee shall not be required to provide any documentation or information to the extent that the provision thereof would undermine or otherwise jeopardize attorney-client privilege or other similar privilege or immunity. Such advances, payments or reimbursements shall, in all events be unsecured and interest free.

(b)    Execution and delivery to IHM of this Agreement by Indemnitee constitutes an undertaking by Indemnitee to repay any amounts paid, advanced or reimbursed by IHM pursuant to this Section  8 in respect of Expenses relating to, arising out of or resulting from any Proceeding in respect of which it shall be determined, pursuant to Section  9 , that Indemnitee is not entitled to be indemnified against such Expenses hereunder. Indemnitee’s undertaking to reimburse IHM for such advanced Expenses shall in all events be unsecured and interest free.

9.     Certain Agreements Related to Indemnification .

(a)     Notification of Proceedings . To obtain indemnification or any advancement of Expenses under this Agreement, Indemnitee agrees to notify IHM promptly upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which would reasonably be expected to be subject to indemnification or advancement of Expenses covered hereunder; provided , however , that any failure of Indemnitee to so notify IHM shall not relieve IHM of any obligation that it may have to Indemnitee under this Agreement or otherwise, unless (and only to the extent that) IHM’s ability to participate in the defense of such Proceeding was materially and adversely affected by such failure.

(b)     Procedure upon Application for Indemnification . In order to obtain indemnification pursuant to this Agreement, Indemnitee shall submit to IHM a written request therefor, including in such request such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of the Proceeding; provided , however , that Indemnitee shall not be required to provide any documentation or information to the extent that the provision thereof would undermine or otherwise jeopardize attorney-client privilege or other similar privilege or immunity. For the avoidance of doubt, it is understood and agreed that Indemnitee may submit multiple requests for indemnification of Losses in Indemnitee’s sole discretion, but will in no event be entitled to be indemnified for the same Loss more than once. Indemnification payments shall be made in accordance with the other terms of this Section  9 below.

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(c)     Standard of Conduct Determination . Any determination with respect to whether Indemnitee has satisfied any applicable standard of conduct under Delaware law or other law that is a required condition to indemnification of Indemnitee hereunder against Losses relating to a Proceeding (a “ Standard of Conduct Determination ”) shall be made, if Indemnitee so requests in writing at the time notice of the matter is submitted to the Company, by a majority vote of the Disinterested Directors or a duly appointed committee of a subset of Disinterested Directors, even if less than a quorum of the Board; otherwise, the Standard of Conduct Determination shall be made by Independent Counsel, selected by Indemnitee, in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee. If it is determined by a Standard of Conduct Determination that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within twenty (20) calendar days after such determination.

(d)     Making the Standard of Conduct Determination . IHM shall use its reasonable best efforts to cause any Standard of Conduct Determination required under Section  9(c) to be made as promptly as practicable. If the person, persons or entity empowered or selected to determine Indemnitee’s entitlement to indemnification has not made a determination within forty-five (45) calendar days after the later of (i) receipt by IHM of the request by Indemnitee for indemnification pursuant to Section  9(b) , and (ii) the selection of Independent Counsel, if such determination is to be made by Independent Counsel, then the requisite determination of entitlement to indemnification shall be deemed to have been made, and Indemnitee, to the fullest extent not prohibited by law, shall be entitled to such indemnification, absent (A) a misstatement by Indemnitee intended to be a misstatement of a material fact, or an omission of a material fact by Indemnitee intended to be an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification; or (B) a final judicial determination that any or all such indemnification is expressly prohibited under applicable law; provided , however , that such forty-five (45) calendar day period may be extended for a reasonable time, not to exceed an additional thirty (30) calendar days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time to obtain or evaluate documentation and/or information relating to such determination.

(e)     Payment of Indemnification . If, in regard to any Losses:

(i)    no determination of entitlement to indemnification is required by law as a condition to indemnification of Indemnitee hereunder (including, without limitation, indemnification pursuant to Sections 5 and 7(b)) ; or

(ii)    Indemnitee has been determined or deemed pursuant to Sections 9(c) or 9(d) to have satisfied the Standard of Conduct Determination,

then IHM shall pay to Indemnitee within five calendar days after the later of (A) the notification date set forth in Section  9(d) or (B) the earliest date on which the applicable criterion specified in clause (i) or (ii) is satisfied, an amount equal to such Losses.

(f)     Right to Designate Independent Counsel; Selection of . Indemnitee shall have the right to designate Independent Counsel consistent with, and in furtherance of, Sections

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9(c) , 9(d) and 9(i)(iv) of this Agreement. If Indemnitee invokes the right to designate Independent Counsel, Indemnitee shall give written notice to IHM advising it of the identity of the Independent Counsel so selected within two (2) business days after submission of the notice of such matter to the Company; provided , however , that if selected Independent Counsel declines the engagement, Indemnitee may re-notice new selected Independent Counsel on the same basis. IHM may, within five days after receiving written notice of selection from Indemnitee, deliver to Indemnitee a written objection to such selection; provided , however , that such objection may be asserted only on the ground that the Independent Counsel so selected does not satisfy the criteria set forth in the definition of “Independent Counsel” in Section  14 , and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person or firm so selected shall act as Independent Counsel. If such written objection is properly and timely made, (i) the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit; and (ii) Indemnitee may, at Indemnitee’s option, select an alternative Independent Counsel and give written notice to IHM advising it of the identity of the alternative Independent Counsel so selected, in which case the provisions of the two immediately preceding sentences, the introductory clause of this sentence and clause (i) of this sentence shall apply to such subsequent selection and notice. If applicable, the provisions of clause (ii) of the immediately preceding sentence shall apply to successive alternative selections. If no Independent Counsel that is permitted under the foregoing provisions of this Section  9(f) to make the determination shall have been selected within 20 calendar days after Indemnitee gives its initial notice, either IHM or Indemnitee may petition the Court of Chancery of the State of Delaware to resolve any objection which shall have been made by IHM to Indemnitee’s selection of Independent Counsel and/or to appoint as Independent Counsel a person to be selected by the Court or such other person as the Court shall designate, and the person or firm with respect to whom all objections are so resolved or the person or firm so appointed shall act as Independent Counsel. In all events, IHM shall pay on a timely basis all of the reasonable fees and expenses of the Independent Counsel incurred in connection with the Independent Counsel’s determination pursuant to Section  9(c) .

(g)     Indemnitee’s Cooperation with the Determination . IHM shall promptly advise Indemnitee in writing of any Standard of Conduct Determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information that is not subject to attorney-client privilege or other similar privilege or immunity or otherwise protected from disclosure and that is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making the Standard of Conduct Determination shall be borne by IHM (irrespective of the determination as to Indemnitee’s entitlement to indemnification), and IHM hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

(h)     Indemnitee’s Entitlement to Indemnification . If a determination is made pursuant to Section  9(c) of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, or that Indemnitee is not entitled to be reimbursed for expenses for

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separate legal counsel under Section  9(i)(iv) of this Agreement, then Indemnitee may petition the Court of Chancery of the State of Delaware to adjudicate Indemnitee’s entitlement to such indemnification or expense reimbursement due hereunder. IHM shall pay any and all Expenses reasonably incurred by or on behalf of Indemnitee in connection with the investigation and resolution of such issues, and Indemnitee shall be entitled to have such Expenses, including expenses under Section  9(i)(iv) of this Agreement, advanced by IHM in accordance with Section  8 of this Agreement. If a determination is made pursuant to Section  9(c) of this Agreement that Indemnitee is entitled to indemnification under this Agreement or pursuant to Section  9(i)(iv) of this Agreement that Indemnitee is entitled to reimbursement for expenses for separate legal counsel, then IHM shall be bound by such determination, including in any Proceeding. No determination by IHM (including by its directors or any Independent Counsel) that Indemnitee has not satisfied any applicable standard of conduct may be used as a defense to any Proceedings brought by Indemnitee to secure indemnification or reimbursement or advance payment of Expenses (including expenses for separate legal counsel under Section  9(i)(iv) of this Agreement) by IHM hereunder or create a presumption that Indemnitee has not met an applicable standard of conduct, if any should apply.

(i)     Defense of Proceedings . IHM shall be entitled to participate in the defense of any Proceeding at its own expense and, except as otherwise provided below, to the extent IHM so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from IHM to Indemnitee of its election to assume the complete defense of any such Proceeding, IHM shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with Indemnitee’s defense of such Proceeding other than as otherwise provided below. Indemnitee shall have the right to employ its own legal counsel in such Proceeding as to which IHM has assumed the complete defense, but all Expenses related to such counsel incurred after notice from IHM of its assumption of the defense shall be at Indemnitee’s own expense; provided , however , that if (i) Indemnitee’s employment of its own legal counsel has been authorized by IHM, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and IHM in the defense of such Proceeding, (iii) the use of counsel chosen by IHM to represent the Indemnitee would present such counsel with an actual or potential conflict of interest, (iv) after a Change in Control, Indemnitee’s employment of its own counsel has been approved by the Independent Counsel, (v) IHM shall not in fact have employed counsel to assume the defense of such Proceeding or (vi) Indemnitee may have defenses not available to IHM, then Indemnitee shall be entitled to retain its own separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any such Proceeding) and all Expenses related to such separate counsel shall be borne by IHM.

(j)     Settlement of Proceedings . IHM shall not, without the prior written consent of Indemnitee, settle, or consent to the settlement of, any claim or Proceeding to which the Indemnitee is or would reasonably be expected to be a party unless such settlement (i) includes a release of the Indemnitee from liability on all claims that are brought in such Proceeding or could be brought based on such claims, (ii) requires no admission of wrongdoing by Indemnitee or related to Indemnitee, (iii) allows for an affirmative denial of wrongdoing or liability by Indemnitee and (iv) would impose no Losses on Indemnitee. IHM shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any threatened or

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pending Proceeding effected by Indemnitee without IHM’s prior written consent, which shall not be unreasonably withheld.

(k)     Presumption and Defenses .

(i)     Reliance as a Safe Harbor; No Other Presumptions . The parties intend and agree that, to the fullest extent permitted by law, in connection with any claim of or determination with respect to entitlement to indemnification under this Agreement, including in any court, (i) it shall be presumed that Indemnitee is so entitled, including, if applicable, that Indemnitee has satisfied the applicable Standard of Conduct Determination, and any iHeart Entity or any other person or entity challenging such entitlement shall have the burden of proof by clear and convincing evidence to overcome that presumption in connection with the making by any person, persons or entity, including any court, of any determination contrary to that presumption and seeking to establish that Indemnitee is not so entitled and (ii) the termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not meet any applicable Standard of Conduct Determination or have any particular belief, or that indemnification hereunder is otherwise not permitted. For purposes of this Agreement, and without creating any presumption as to a lack of good faith if the following circumstances do not exist: (A) Indemnitee shall be deemed to have acted in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the applicable iHeart Entity, and, with respect to any criminal action or proceeding, had reasonable cause to believe that Indemnitee’s conduct was lawful, if Indemnitee’s action is based on the Indemnitee’s good faith reliance on (1) the records or books of account of any iHeart Entity, including financial statements; (2) information supplied to Indemnitee by the officers, employees, or committees of the board of directors of any iHeart Entity; (3) the advice of legal counsel, financial advisors or certified public accountants for any iHeart Entity, the Board, any committees of the Board or of the board of directors (or committee thereof) of any iHeart Entity or of legal counsel, financial advisors or certified public accountants for Indemnitee; or (4) information or records given in reports made available to any iHeart Entity by an independent certified public accountant or by an appraiser or other expert or advisor selected by any iHeart Entity or Indemnitee; and (B) the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of any of the iHeart Entities or relevant enterprises shall not be imputed to Indemnitee in a manner that limits or otherwise adversely affects Indemnitee’s rights hereunder. The provisions of this clause (k) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have met any standard of conduct applicable to Indemnitee’s entitlement to indemnification pursuant to this Agreement.

(ii)     Defense to Indemnification and Burden of Proof . It shall be a defense to any action brought by Indemnitee against IHM to enforce this Agreement (other than an action brought to enforce a claim for Losses incurred in defending against a Proceeding in advance of its final disposition) that it is not permissible under applicable law for IHM to indemnify Indemnitee for the amount claimed. In connection with any such action or any related Standard of Conduct Determination, IMH shall have the burden of proving by clear and convincing evidence that such a defense applies, including, if pertinent, that Indemnitee did not satisfy the applicable Standard of Conduct Determination.

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10.     Other Rights of Recovery; Insurance; Subrogation, etc.

(a)    The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, under the iHeart Entities’ Certificates of Incorporation or By-Laws, or under any other agreement, vote of stockholders or resolution of directors of any iHeart Entity, or otherwise. Indemnitee’s rights under this Agreement are present contractual rights that fully vest upon Indemnitee’s first service as a director of IHM. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in the General Corporation Law of the State of Delaware (or other applicable law), whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the iHeart Entities’ Certificates of Incorporation or By-Laws or this Agreement, it is the intent of the parties hereto that Indemnitee enjoy by this Agreement the greater benefits so afforded by such change. For the avoidance of doubt, unless prohibited by law, no change in Delaware law (whether by statute, judicial decision or otherwise) shall have the effect of reducing the benefits available to the Indemnitee hereunder based on Delaware law as in effect on the date hereof or as such benefits may improve as a result of amendments after the date hereof. No right or remedy herein conferred to or for the benefit of Indemnitee is intended to be exclusive of any other right or remedy available to Indemnitee, and every such other right and remedy shall be cumulative and in addition to every other right and remedy of Indemnitee given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent Indemnitee’s concurrent or subsequent assertion or employment of any other right or remedy.

(b)    During the time period Indemnitee serves any iHeart Entity in a Corporate Status, and thereafter for so long as Indemnitee shall be subject to any pending Proceeding, IHM shall use commercially reasonable efforts (taking into account the scope and amount of coverage available relative to the cost thereof) continue to maintain in full force and effect customary directors’ liability insurance that shall be provided by an insurance company that has a rating of at least “ A ” by A.M. Best Company, Inc. Such insurance policies shall have coverage terms and policy limits at least as favorable to Indemnitee as the insurance coverage provided to any other director or officer of IHM. If IHM has such insurance in effect at the time IHM receives from Indemnitee any notice of commencement of a Proceeding, IHM shall give prompt notice of the commencement of such Proceeding to the insurers in accordance with the procedures set forth in the policy. IHM shall thereafter use reasonable best efforts to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policy.

(c)    In the event of any payment by IHM under this Agreement, IHM shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee against any other iHeart Entity, and Indemnitee hereby agrees, as a condition to obtaining any advancement or indemnification from IHM, to assign all of Indemnitee’s rights to obtain from such other iHeart Entity such amounts to the extent that they have been paid to or for the benefit of Indemnitee as advancement or indemnification under this Agreement and are adequate to

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indemnify Indemnitee with respect to the costs, Expenses or other items to the full extent that Indemnitee is entitled to indemnification or other payment hereunder; and Indemnitee shall (upon request by IHM) execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable IHM to bring suit or enforce such rights; provided , however , the Indemnitee shall not be required to take any action that may have the effect of waiving any applicable attorney-client privilege, or other similar privilege or immunity. IHM shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation.

(d)    IHM shall not be liable under this Agreement to pay or advance to Indemnitee any Losses if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement, IHM’s Certificate of Incorporation, By-laws or other indemnity provisions or otherwise.

(e)    IHM’s obligation to indemnify or advance Expenses hereunder to Indemnitee in respect of or relating to Indemnitee’s service at the request of IHM as a director, officer, employee, fiduciary, representative, partner or agent of any other iHeart Entity shall be reduced by any amount Indemnitee has actually received as payment of indemnification or advancement of Expenses from such other iHeart Entity, except to the extent that such indemnification payments and advance payment of Expenses when taken together with any such amount actually received from other iHeart Entities or under director and officer insurance policies maintained by one or more iHeart Entities are inadequate to fully pay all costs, Expenses or other items to the full extent that Indemnitee is entitled to indemnification or other payment hereunder.

11.     Employment Rights; Successors; Third Party Beneficiaries .

(a)    This Agreement shall not be deemed an employment contract between IHM (or one or more iHeart Entities) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s service to IHM or any of the other iHeart Entities is at will and Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment agreement between Indemnitee and IHM (or any of the other iHeart Entities), other applicable formal severance policies duly adopted by the Board or, with respect to service as a director of IHM, by IHM’s Certificate of Incorporate or By-laws, or Delaware law.

(b)    This Agreement shall be binding upon IHM and its successors and assigns and shall inure to the benefit of Indemnitee and Indemnitee’s heirs, executors and administrators. IHM shall require and cause any successor(s) (whether directly or indirectly, whether in one or a series of transactions, and whether by purchase, merger, consolidation, or otherwise) to all or substantially all of the business and/or assets of IHM and/or its subsidiaries (on a consolidated basis), to assume and agree to perform this Agreement in the same manner and to the same extent that IHM would be required to perform if no such succession had taken place; provided , however , that no such assumption shall relieve IHM from its obligations hereunder and any obligations shall thereafter be joint and several. This Agreement shall continue in effect in accordance with its terms regardless of whether the Indemnitee continues to serve as a director or officer of the IHM and/or on behalf of or at the request of IHM as a director, officer, employee

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or agent (which, for purposes hereof, shall include a trustee, fiduciary, partner or manager or similar capacity) of another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise. Neither this Agreement nor any duties or responsibilities pursuant hereto may be assigned by IHM to any other person or entity without the prior written consent of the Indemnitee, whose consent may not be unreasonably withheld.

12.     Severability . If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.

13.     Exception to Right of Indemnification or Advancement of Expenses . Except as provided in this Agreement or as may otherwise be agreed by IHM, Indemnitee shall not be entitled to indemnification or advancement of Expenses under this Agreement with respect to:

(a)    any Proceeding brought by Indemnitee (other than a Proceeding by Indemnitee (i) to enforce Indemnitee’s rights under this Agreement or (ii) the bringing of such Proceeding or making of such claim shall have been approved by the Board);

(b)    a final determination by a court of competent jurisdiction, not subject to appeal, that such indemnification is prohibited by applicable law;

(c)    the disgorgement of profits arising from the purchase or sale by Indemnitee of securities of IHM in violation of Section 16(b) of the Exchange Act, or any similar successor statute; or

(d)    Indemnitee’s reimbursement to IHM of any bonus or other incentive-based or equity-based compensation previously received by Indemnitee or payment of any profits realized by Indemnitee from the sale of securities of IHM, as required in each case under the Exchange Act (including any such reimbursements under Section 304 of the Sarbanes-Oxley Act of 2002 in connection with an accounting restatement of IHM or the payment to IHM of profits arising from the purchase or sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act).

14.     Definitions . For purposes of this Agreement:

(a)    “ Beneficial Owner ” or “ Beneficial Ownership ” has the meanings set forth in Rule 13d-3 promulgated under the Exchange Act (as hereinafter defined) as in effect on the date hereof.

(b)    “ Board ” has the meaning set forth in the Recitals to this Agreement.

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(c)    “ Certificate of Incorporation ” means, with respect to any entity, its certificate of incorporation, articles of incorporation or similar governing document, as amended and in effect on the date hereof, unless IHM and Indemnitee agree otherwise.

(d)    “ Change in Control ” means any of the following events:

(i)    Any “ person ” (as the term person is used for purposes of Section 13(d) or 14(d) of the Exchange Act) obtains, directly or indirectly, Beneficial Ownership of shares (together with shares of which such person then has Beneficial Ownership) representing at least thirty percent (30%) of the total voting power of the Voting Stock (as hereinafter defined);

(ii)    Consummation by IHM, in a single transaction or series of related transactions, of (A) a merger, reorganization or consolidation involving IHM if the stockholders of IHM immediately prior to such merger, reorganization or consolidation do not, in respect of the IHM shares then beneficially owned by them, own, directly or indirectly, immediately following such merger or consolidation, at least a majority of the total voting power of the outstanding voting securities of the entity resulting from such merger, reorganization or consolidation or (B) a sale, conveyance, lease, license, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the assets or earning power of IHM;

(iii)    During any period of twenty four (24) consecutive calendar months, not including any period prior to the execution of this Agreement, individuals who at the beginning of such period constituted the Board (including for this purpose any new directors whose election by the Board or nomination for election by IHM’s stockholders was approved by a vote of at least a majority of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved) (the “incumbent Board”) cease for any reason to constitute at least a majority of the Board, but excluding, for purposes of the foregoing parenthetical, any such individual whose initial assumption of office occurs as a result of an actual or threatened proxy contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a “person” (as used in Section 13(d) of the Exchange Act), in each case, other than the Board, unless and until such individual is elected to the Board at an annual meeting of IHM occurring after the date such individual initially assumed office, so long as such election occurs pursuant to a nomination approved by a vote of a majority of directors then comprising the incumbent Board, which nomination is not made pursuant to a contractual obligation; or

(iv)    The stockholders of IHM approve a plan of complete liquidation or dissolution of IHM or an agreement for the sale or disposition by IHM of all or substantially all of IHM’s assets.

Notwithstanding the foregoing, a “ Change in Control ” shall not be deemed to occur solely because a majority or more of the total voting power of the Voting Stock is acquired by (A) a trustee or other fiduciary holding securities under one or more employee benefit plans maintained by IHM or any of its subsidiaries or (B) any corporation that, immediately prior to

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such acquisition, is owned directly or indirectly by the stockholders of IHM in the same proportion as their ownership of stock in IHM immediately prior to such acquisition.

(e)    “ Corporate Status ” means the status of a person in his or her capacity as a director or officer of or holder of another similar position with IHM or any other iHeart Entity (including, without limitation, one who serves at the request of IHM as a director, officer, employee, partner, representative, fiduciary, agent or in any similar capacity of any iHeart Entity).

(f)    “ Disinterested Director ” means a director of IHM who is not (at the time of the vote) and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

(g)    “ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

(h)    “ Expenses ” means all reasonable costs, fees and expenses and shall specifically include all reasonable attorneys’ fees, retainers, legal research costs, translation costs, court costs, transcript costs, fees and costs of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending or investigating (or preparing to prosecute, defend or investigate), being or preparing to be a witness, in, or otherwise participating in (including on appeal), a Proceeding, including, but not limited to, the premium for appeal bonds, attachment bonds or similar bonds and all interest, assessments and other charges paid or payable in connection with or in respect of any such Expenses. Expenses shall also include, for purposes of Section  7(a) only, Expenses incurred by Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement, by litigation or otherwise. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee. Should any payment by IHM under this Agreement be determined to be subject to any federal, state or local income or excise tax, “ Expenses ” shall also include such amounts as are necessary to place Indemnitee in the same after-tax position (after giving effect to all applicable taxes) as Indemnitee would have been in had no such tax been determined to apply to such payments. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.

(i)    “ iHeart Entity ” means IHM, any of its subsidiaries and controlled affiliates, and any other corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise with respect to which Indemnitee serves as a director, officer, employee, partner, representative, fiduciary or agent, or in any similar capacity, at the request of IHM.

(j)    “ Independent Counsel ” means a law firm, a member of a law firm or an independent legal practitioner that is experienced in matters of corporation law and neither contemporaneously is, nor in the five (5) years theretofore has been, retained to represent (i) IHM or Indemnitee in any matter material to either such party (other than as Independent Counsel under this Agreement or similar agreements) or (ii) any other party to the Proceeding

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giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “ Independent Counsel ” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either IHM or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.

(k)    “ Losses ” means, in connection with investigating, defending, being a witness in, participating in or otherwise being involuntarily involved in (including on appeal), or preparing to investigate, defend, be a witness, participate or otherwise be involuntarily involved in, any Proceeding, any and all Expenses, damages, losses, liabilities, judgments, fines, penalties (whether civil, criminal or other), ERISA excise taxes, amounts paid or payable in settlement, and any interest, assessments and all other related charges.

(l)    “ Proceeding ” includes any actual, threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation (whether formal or informal), inquiry, administrative hearing or any other actual, threatened, pending or completed proceeding, whether brought by or in the right of IHM or otherwise and whether civil, criminal, administrative or investigative in nature, in which Indemnitee was, is, may be or will be involved as a party, witness or otherwise, by reason of Indemnitee’s Corporate Status or by reason of any action taken by Indemnitee or of any inaction on Indemnitee’s part while acting as director or officer of any iHeart Entity (in each case whether or not Indemnitee is acting or serving in any such capacity or has such status at the time any Loss is incurred for which indemnification or advancement of Expenses can be provided under this Agreement).

(m)    “ Standard of Conduct Determination ” has the meaning set forth in Section  9(c) .

(n)    “ to the fullest extent permitted by law ” means to the fullest extent permitted by applicable law in effect on the date hereof, and to such greater extent as applicable law may hereafter from time to time permit.

(o)    “ Voting Stock ” means the shares of all classes of the then-outstanding capital stock of IHM entitled to vote generally in the election of directors.

15.     Construction . Whenever required by the context, as used in this Agreement all references to “including” shall be non-limiting, the singular number shall include the plural, the plural shall include the singular, and all words herein in any gender shall be deemed to include (as appropriate) the masculine, feminine and neuter genders.

16.     Reliance; Integration .

(a)    IHM expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve or continue to serve as a director of IHM, and IHM acknowledges that Indemnitee is relying upon this Agreement in serving or continuing to serve as a director of IHM.

(b)    This Agreement constitutes the entire agreement between IHM and Indemnitee with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between IHM and Indemnitee with respect to the

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subject matter hereof; provided , however , that nothing herein is intended or shall be construed to limit any rights that Indemnitee may have under any other agreement or instrument (including, without limitation, any charter, bylaw or other governing document of, or any indemnification agreements with, any iHeart Entity).

17.     Modification and Waiver . No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

18.     Notice Mechanics . All notices, requests, demands or other communications hereunder shall be in writing and shall be deemed to have been duly given if (a) delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, (b) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed, or (c) delivered via e-mail so long as such notice shall also have also been provided by either (a) or (b) hereunder within one (1) business day thereafter:

(a)    If to Indemnitee to:

Email:

with a copy to:

[•]

[•]

Attn: [•]

Email:

(b)    If to IHM, to:

iHeartMedia, Inc.

20880 Stone Oak Parkway

San Antonio, TX 78258

Attn: Legal Department

Email:

with a copy to:

Brian Wolfe

Kirkland & Ellis

300 North LaSalle Chicago, IL 60654

Email:brian.wolfe@kirkland.com

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or to such other address as may have been furnished (in the manner prescribed above) as follows: (a) in the case of a change in address for notices to Indemnitee, furnished by Indemnitee to IHM and (b) in the case of a change in address for notices to IHM, furnished by IHM to Indemnitee.

19.     Contribution . To the fullest extent permitted by law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, IHM, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for reasonably incurred Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (a) the relative benefits received by IHM and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (b) the relative fault of IHM (and its other directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).

20.     Specific Performance, Etc. The parties recognize that if any provision of this Agreement is violated, the parties hereto may be without an adequate remedy at law. Accordingly, in the event of any such violation by a party, the other party shall be entitled, if it so elects, to institute proceedings, either in law or at equity, to obtain damages, to enforce specific performance, to enjoin such violation, or to obtain any relief or any combination of the foregoing as the Indemnitee may elect to pursue.

21.     Period of Limitations. No legal action shall be brought and no cause of action shall be asserted by or in the right of IHM in connection with Indemnitee’s Corporate Status against the Indemnitee or the Indemnitee’s spouse, heirs, executors or personal or legal representatives after the expiration of two years from the date of accrual of such cause of action, and any claim or cause of action of IHM shall be extinguished and deemed released unless asserted by the timely filing of a legal action within such two-year period; provided , however , that if any shorter period of limitations is otherwise applicable to any such cause of action such shorter period shall govern.

22.     Governing Law; Submission to Jurisdiction. This Agreement and the legal relations among the parties shall, to the fullest extent permitted by law, be governed by, and construed and enforced in accordance with, the laws of the State of Delaware applicable to contracts made and to be performed in such state without giving effect to the principles of conflict of laws. IHM and Indemnitee hereby irrevocably and unconditionally (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Court of Chancery of the State of Delaware, or, if the Court of Chancery shall determine that it lacks subject matter jurisdiction, a Delaware federal court of competent jurisdiction (the “Delaware Court”), and not in any other state or federal court in the United States of America or any court in any other country, (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this

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Agreement, (c) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court, and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or otherwise inconvenient forum.

23.     Headings . The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

24.     Counterparts . This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement.

[ Remainder of Page Intentionally Blank ]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written.

[SIGNATURE PAGE TO INDEMNIFICATION AGREEMENT]

Exhibit 10.2

2019 INCENTIVE EQUITY PLAN

OF

iHEARTMEDIA, INC.

ARTICLE I.        PURPOSE

1.1      Purposes of the Plan . This 2019 Incentive Equity Plan (the “ Plan ”) of iHeartMedia, Inc., a Delaware corporation (the “ Company ”), is designed to provide an incentive to certain key members of management and service providers of the Company or any of its Subsidiaries and non-employee members of the Board of Directors (collectively, the “ Eligible Individuals ”) and to offer an additional inducement in obtaining the services of such individuals. The Plan provides for the grant of (a) Options and (b) Restricted Stock Units, which, in each case, may be subject to contingencies or restrictions as set forth under the Plan and applicable Award Agreement.

ARTICLE II.        SHARE LIMITATION

2.1      Shares Subject to the Plan . Subject to the provisions of Article VII , the aggregate number of shares of Common Stock that may be issued or used for reference purposes with respect to which Awards may be granted under the Plan shall be equal to the sum of (a) 12,770,387 shares of Common Stock for Awards to key members of management and service providers (the “ Management Reserve ”) plus (b) 1,596,298 shares of Common Stock for Awards to non-employee members of the Board. Such shares of Common Stock may, in the discretion of the Board of Directors, consist either in whole or in part of authorized but unissued shares of Common Stock or shares of Common Stock held in the treasury of the Company. Subject to the provisions of Section 9.6 , the following shares of Common Stock will not be treated as issued or used and will remain available for issuance under the Plan: (i) shares covered by Awards that expire or are canceled, forfeited, settled in cash or otherwise terminated, (ii) shares delivered to the Company and shares withheld by the Company (or its Affiliates) for the payment or satisfaction of purchase price or tax withholding obligations associated with the exercise or settlement of an Award, and (iii) shares covered by stock-based awards assumed by the Company (or its Affiliates) in connection with the acquisition of another company or business. The Company shall at all times during the term of the Plan reserve and keep available such number of shares of Common Stock as will be sufficient to satisfy the requirements of the Plan.

2.2      Grants from the Management Reserve . 62.5% of the Management Reserve shall be granted on the Effective Date to the persons (including identified new hires) and in the amounts, in each case, set forth on Exhibit A hereto (the “ Emergence Awards ”). The Emergence Awards shall be granted in accordance with the form Award Agreements attached as Exhibits B (Non-Qualified Stock Option Award Agreement) and Exhibit C (Restricted Stock Unit Award Agreement) hereto. Notwithstanding anything to the contrary contained herein, with respect to the Management Reserve, (a) 65% of all future Awards to key members of management and service providers, in the aggregate, shall be granted in the form of Options substantially in accordance with Exhibit B and (b) 35% of all future Awards to key members of management and service

providers, in the aggregate, shall be granted in the form of Restricted Stock Units substantially in accordance with Exhibit C , in the case of both (a) and (b), as determined by the Board.

2.3      Acceleration . In the event of a Change in Control, any unvested portion of the outstanding Awards shall immediately vest and, in the case of Options, become exercisable.

2.4      Limit on Non-Employee Director Compensation . The sum of any cash compensation, or other compensation, and the maximum aggregate grant date fair value (determined as of the applicable grant date in accordance with FASB Accounting Standards Codification Topic 718, or any successor thereto) of any Awards granted to any non-employee director as compensation for his or her services as a non-employee director during any fiscal year shall not exceed $750,000; provided, that the Administrator shall have the authority to make exceptions to this limit for non-employee directors in extraordinary circumstances; and provided, further, that the non-employee director receiving such additional compensation does not participate in the decision to award such additional compensation or in other contemporaneous compensation decisions involving non-employee directors.

ARTICLE III.        ADMINISTRATION

3.1      Administration of the Plan . The Plan shall be administered by the Committee. A majority of the members of the Committee shall constitute a quorum, and the acts of a majority of the members present at any meeting at which a quorum is present, and any acts approved in writing by all members of the Committee without a meeting, shall be the acts of the Committee.

3.2      Authority of the Committee . Except as otherwise expressly provided in the Plan, the Committee shall have full authority to grant to Eligible Individuals: Options and/or Restricted Stock Units. In particular, subject to the express provisions of the Plan (including, without limitation, Section 2.2 hereof) and applicable law, the Committee shall have the full and final authority, in its good faith discretion, to make all determinations relating to the Plan, including, but not limited to, the right to:

(a)    select the Eligible Individuals to whom Awards may from time to time be granted hereunder;

(b)    determine whether and to what extent Awards, or any combination thereof, are to be granted hereunder to one or more Eligible Individuals;

(c)    determine whether the Awards shall be exempt from, or comply with, the requirements of Section 409A of the Code;

(d)    determine the number of shares of Common Stock to be subject to each Award granted hereunder;

(e)    determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder (including, but not limited to, the exercise or purchase price

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(if any), the term of each Award, any restriction or limitation, any vesting schedule or acceleration thereof (subject, in the discretion of and as determined by the Committee, to any applicable limitations on permitted acceleration under Section 409A of the Code), or any forfeiture restrictions or waiver thereof, regarding any Award and the shares of Common Stock relating thereto, based on such factors, if any, as the Committee shall determine, in its sole discretion);

(f)    provide for the accelerated vesting or lapse of restrictions of any Award at any time;

(g)    determine whether and under what circumstances an Award may be settled in cash and/or Common Stock;

(h)    determine whether to restrict the sale or other disposition of the shares of Common Stock acquired upon the exercise or settlement of an Award and, if so, whether and under what conditions to waive any such restriction;

(i)    determine the amount, if any, necessary to satisfy the obligation of the Company or any of its Affiliates to withhold taxes or other amounts;

(j)    to construe the respective Award Agreement and the Plan;

(k)    extend or renew an Award, provided , that such extension or renewal is permitted under the Plan on the date of such extension or renewal, and provided , further , that such Award, as extended or renewed, would continue to be exempt from the application of Section 409A of the Code or would continue to comply (or would continue to comply) with all requirements applicable to deferred compensation under Sections 409A(a)(2), (a)(3) and (a)(4) of the Code;

(l)    prescribe, amend and rescind rules and regulations relating to the Plan, and to make all other determinations necessary or advisable for administering the Plan. Any controversy or claim arising out of or relating to the Plan, any Award granted under the Plan or any Award Agreement shall be determined unilaterally by the Committee in its sole discretion. The determinations of the Committee on the matters referred to in this Section 3.2 shall be conclusive and binding on all parties, including the Company, its Affiliates, Participants and any Person claiming any rights under the Plan from or through any Participant. If not specified in the Plan, the time at which the Committee must or may make any determination shall be determined by the Committee, and any such determination may thereafter be modified by the Committee. The express grant of any specific power to the Committee, and the taking of any action by the Committee, shall not be construed as limiting any power or authority of the Committee. The Committee may delegate to officers, directors or managers of the Company or any Affiliate of the Company the authority, subject to such terms as the Committee shall determine, to perform such functions as the Committee may determine, to the extent permitted under applicable law; provided , that the Committee may not delegate its authority with respect to Awards granted to (A) non-employee members of the Board of Directors or (B) any individual who is an officer for purposes of Section 16 of the Exchange Act.

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3.3      Limitation of Liability . Each member of the Board shall be entitled to, in good faith, rely or act upon any report or other information furnished to him or her by any officer, director or other employee of the Company or any of its Affiliates, the Company’s independent certified public accountants or any executive compensation consultant, legal counsel or other professional retained by the Company to assist in the administration of the Plan. To the fullest extent permitted by applicable law, no member of the Board, nor any officer, director or employee of the Company acting on behalf of the Board or the Committee, shall be personally liable for any action, determination or interpretation taken or made in good faith with respect to the Plan, and all members of the Board and any officer, director or employee of the Company acting on its or the Committee’s behalf shall, to the extent permitted by law, be fully indemnified and protected by the Company with respect to any such action, determination or interpretation.

3.4      Actions by the Board . The Board may at any time and from time to time, grant Awards and administer the Plan with respect to such Awards. In any such case, the Board shall have all the authority granted to the Committee under the Plan.

ARTICLE IV.        ELIGIBILITY

4.1      Eligibility . The Committee may from time to time, in its sole discretion, consistent with the purposes of the Plan, grant Awards to the Eligible Individuals. Such Awards granted shall cover such number of shares of Common Stock as the Committee may determine in its sole discretion, subject, however, to Section 2.2 herein.

ARTICLE V.        STOCK OPTIONS

5.1      Non -Qualified Stock Options . It is the Company’s intent that only Non-Qualified Stock Options, and not “incentive stock options” within the meaning of Section 422A of the Code, be granted under the Plan and that any ambiguities in construction be interpreted in order to effectuate such intent. The Committee may, from time to time, grant to Eligible Individuals one or more Options pursuant to an Award Agreement. The Options granted shall take such form as determined in the discretion of the Committee, subject to the terms and conditions therein.

5.2      Exercise Price . The per share exercise price for a share of Common Stock subject to an Option shall be determined by the Committee, in its sole discretion, at the time of grant and set forth in the Award Agreement; provided that , the per share exercise price for Options granted on the Effective Date shall be calculated assuming the Company’s aggregate equity value is $3,000,000,000 on the Effective Date. Notwithstanding anything to the contrary in the foregoing, the per share exercise price of an Option shall not be less than 100% of the Fair Market Value of the Common Stock on the date of grant.

5.3      Option Term . The term of each Option granted pursuant to the Plan shall be set forth in the Award Agreement and may not exceed (a) six (6) years from the date of grant thereof in the case of the Emergence Awards and (b) ten (10) years from the date of grant thereof in the case of all other Options; subject, however, in either case, to earlier termination as hereinafter provided.

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5.4      Exercisability . Options granted under the Plan shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee at the time of grant. If the Committee provides, in its discretion, that any Option is exercisable subject to certain limitations (including, without limitation, that such Option is exercisable only in installments or within certain time periods), the Committee may waive such limitations on the exercisability at any time at or after the time of grant in whole or in part (including, without limitation, waiver of the installment exercise provisions or acceleration of the time at which such Option may be exercised), based on such factors, if any, as the Committee shall determine, in its sole discretion.

5.5      Method of Exercise . Subject to whatever installment exercise and waiting period provisions apply under Section 5.4 , to the extent then vested and exercisable, vested Options may be exercised in whole or in part at any time during the Option term, by giving written notice to the Company (or to its agent specifically designated for such purpose), at the address and in the form established by the Committee (which notice may be provided in an electronic form to the extent acceptable to the Committee and the Company), specifying the number of shares of Common Stock to be purchased. Such exercise of an Option shall be effectuated by means of a “net exercise” procedure effected by withholding a number of shares of Common Stock (otherwise deliverable in connection with such exercise) having an aggregate Fair Market Value equal to (1) the aggregate exercise price of the Options to be exercised and (2) the full amount of any payroll and income taxes required to be withheld in connection with the exercise of the applicable Options; provided , that, in connection with such exercise, any such Participant shall be entitled to elect to pay to the Company in cash or other property reasonably acceptable to the Company all required amounts necessary to satisfy the amounts described in (1) and/or (2). The Committee may, in its sole discretion and subject to applicable law, at the time the Option is granted or at a later date, permit other forms of payment in an Award Agreement or otherwise, including shares of Common Stock or other contractual obligations of a Participant to make payment on a deferred basis. Any fractional shares of Common Stock shall be settled in cash.

5.6      Vesting of Options . The Options granted in respect of the Emergence Awards shall vest, subject to a Participant’s continued full-time employment or service with the Company through each applicable vesting date, (a) 20% (the “ Initial Option Tranche ”) upon the earlier to occur of (i) two (2) business days after the first day that the Common Stock becomes listed on a nationally recognized securities exchange and (ii) the six (6)-month anniversary of the first date of an initial public offering of the Common Stock that occurs following the Effective Date (as applicable, the “ Initial Vesting Date ”), and (b) an additional 20% vesting on each of the next four anniversaries of the grant date. The Options granted in respect of the Emergence Awards that are not vested or exercisable as of the date of a Participant’s termination of employment or service, as applicable, for any reason shall terminate and expire as of the date of such termination for no consideration; provided , however , that if such termination of employment or service, as applicable, is a Qualifying Termination, then on the date of such Qualifying Termination, (1) 100% of the unvested Options shall vest if such Qualifying Termination is on or before the first anniversary of the grant date; (2) 50% of the unvested Options shall vest if such Qualifying Termination is after the first anniversary and on or before the second anniversary of the grant date; and (3) 25% of the

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unvested Options shall vest if such Qualifying Termination is after the second anniversary and on or before the third anniversary of the grant date; and provided, further, that if a Participant undergoes a Qualifying Termination or is terminated due to death or Disability, in each case, prior to the Initial Vesting Date, the Initial Option Tranche shall vest and become exercisable upon date of such termination. For the avoidance of doubt, Participants shall not be entitled to additional vesting in the event of a Qualifying Termination that occurs after the third anniversary of the grant date. For purposes of clarity, the vesting terms applicable to Options granted to (x) members of the Board and (y) key members of management and service providers (other than in respect of the Emergence Awards) shall be set forth in the applicable Award Agreement, in either case, as approved by the Committee.

5.7      Dividend Equivalents . No Option granted under the Plan shall provide for any dividends or dividend equivalents thereon.

5.8      Non -Transferability of Options . Except to the extent provided above or as otherwise determined by the Committee, no Option granted under the Plan shall be transferable by the Participant other than by will or the laws of descent and distribution, and all Options may be exercised, during the lifetime of the Participant, only by the Participant or the Participant’s Legal Representatives, Options may not be assigned, transferred, pledged, hypothecated or disposed of in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process, and any such attempted assignment, transfer, pledge, hypothecation or disposition shall be null and void ab initio and of no force or effect.

5.9      Termination of Employment or Service . Except as may otherwise be expressly provided in the applicable Award Agreement, (a) in the event of a Participant’s termination of employment or service with the Company or any of its Affiliates for any reason (other than as a result of a termination for Cause or death or Disability), the Participant may exercise, to the extent exercisable on the date of such termination, any outstanding and vested Options on the date of such termination or at any time within a period of ninety (90) days from the date of such termination, but not thereafter and in no event after the date the Options would otherwise have expired; (b) in the event of a Participant’s termination of employment or service with the Company or any of its Affiliates as a result of death or Disability, the Participant may exercise, to the extent exercisable on the date of such termination, any outstanding and vested Options on the date of such termination or at any time within a period of one year from the date of such termination, but not thereafter and in no event after the date the Options would otherwise have expired; and (c) in the event of a Participant’s termination of employment or service for Cause, any outstanding Options (both vested and unvested) shall automatically terminate on the date of such termination. Except as may otherwise be expressly provided in the applicable Award Agreement or in this Plan, Options granted under the Plan to an employee shall not be affected by any change in the status of the Participant so long as the Participant continues to be an employee of the Company or any of its Affiliates (regardless of having changed from one to the other or having been transferred from one corporation to another).

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ARTICLE VI.        RESTRICTED STOCK UNITS

6.1      Awards of Restricted Stock Units . RSUs may be issued either alone or in addition to other Awards granted under the Plan. Subject to the terms specified herein for the Emergence Awards, the Committee shall determine the Eligible Individuals, to whom, and the time or times at which, grants of such RSUs shall be made, the number of such RSUs to be awarded, the price (if any) to be paid by the Participant, the time or times within which such RSUs may be subject to forfeiture, the vesting schedule and rights to acceleration thereof, and all other terms and conditions of such RSUs. No shares of Common Stock shall be issued at the time an Award of RSUs is made, and the Company will not be required to set aside a fund for the payment of any such Award.

6.2      Restrictions . Delivery of Common Stock or cash, as determined by the Committee, will occur upon expiration of the deferred period specified for RSUs by the Committee. The Committee may condition an Award of RSUs or the lapse of restrictions with respect to an Award of RSUs, in whole or in part, on the achievement of certain performance goals determined by the Committee in its sole discretion.

6.3      Vesting of RSUs . The RSUs granted in respect of the Emergence Awards shall vest, subject to a Participant’s continued full-time employment or service with the Company through each applicable vesting date, (a) 20% (the “ Initial RSU Tranche ”) upon the Initial Vesting Date, and (b) an additional 20% vesting on each of the next four anniversaries of the grant date. In the event of a Participant’s termination of employment or service, as applicable, with the Company or any of its Affiliates for any reason, all RSUs granted in respect of the Emergence Awards that are not then vested shall be forfeited for no consideration; provided , however , that, with respect to the RSUs granted in respect of the Emergence Awards, if such termination of employment or service, as applicable, is a Qualifying Termination, then on the date of such Qualifying Termination, (1) 100% of the unvested RSUs shall vest if such Qualifying Termination is on or before the first anniversary of the grant date; (2) 50% of the unvested RSUs shall vest if such Qualifying Termination is after the first anniversary and on or before the second anniversary of the grant date; and (3) 25% of the unvested RSUs shall vest if such Qualifying Termination is after the second anniversary and on or before the third anniversary of the grant date; and provided, further, that if a Participant undergoes a Qualifying Termination or is terminated due to death or Disability, in each case, prior to the Initial Vesting Date, the Initial RSU Tranche shall vest upon the date of such termination. For the avoidance of doubt, Participants shall not be entitled to additional vesting in the event of a Qualifying Termination that occurs after the third anniversary of the grant date. For purposes of clarity, the vesting terms applicable to RSUs granted to (x) members of the Board and (y) key members of management and service providers (other than in respect of the Emergence Awards) shall be set forth in the applicable Award Agreement, in either case, as approved by the Committee.

6.4      Dividend Equivalents . Each RSU (representing one share of Common Stock) awarded to a Participant shall be credited with dividends paid in respect of one share of Common Stock (“ Dividend Equivalents ”). Dividend Equivalents will be withheld by the Company for the Participant’s account, and interest may be credited on the amount of cash Dividend Equivalents

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withheld at a rate and subject to such terms as determined by the Committee. Dividend Equivalents credited to a Participant’s account and attributable to any particular RSU (and earnings thereon, if applicable) shall be distributed to the Participant upon settlement of such RSU and, if such RSU is forfeited, the Participant shall have no right to such Dividend Equivalents.

6.5      Non-Transferability . Except as otherwise determined by the Committee, no RSU granted under the Plan shall be transferable by the Participant other than by will or the laws of descent and distribution and RSUs may not be assigned, transferred, pledged, hypothecated or disposed of in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process, and any such attempted assignment, transfer, pledge, hypothecation or disposition shall be null and void ab initio and of no force or effect.

6.6      Settlement of RSUs . At the time that the Company issues cash or any shares of Common Stock to a Participant pursuant to the settlement of any RSUs, the Committee shall “net settle” such RSUs by withholding an amount of cash or, if applicable, number of shares of Common Stock otherwise deliverable in respect of an RSU, in either case, having an aggregate Fair Market Value equal to the full amount of any payroll and income taxes required to be withheld in connection with such settlement of the applicable RSUs; provided , that, prior to such net settlement and in lieu thereof, any such Participant shall be entitled to elect to pay to the Company in cash or other property reasonably acceptable to the Company all required amounts necessary for the Company to satisfy its obligation under applicable tax laws to withhold for income or other taxes due upon or incident to such settlement.

ARTICLE VII.        ADJUSTMENTS UPON CHANGES IN CAPITALIZATION

7.1     The existence of the Plan and the Awards granted hereunder shall not affect in any way the right or power of the Board or the stockholders of the Company to make or authorize (a) any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, (b) any merger or consolidation of the Company or any Affiliate, (c) any issuance of bonds, debentures, preferred or prior preference stock ahead of or affecting the Common Stock, (d) the dissolution or liquidation of the Company or any Affiliate, (e) any sale or transfer of all or part of the assets or business of the Company or any Affiliate or (f) any other corporate act or proceeding.

7.2     Subject to the provisions of Section 7.1 hereof:

(a)    In the event any recapitalization, forward or reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase, or exchange of shares of Common Stock or other securities, any stock dividend or other special and nonrecurring dividend or distribution (whether in the form of cash, securities or other property), liquidation, dissolution, or other similar transactions or events (including a Change in Control), affects the shares of Common Stock such that an adjustment is reasonably appropriate in order to prevent dilution or enlargement of the rights of Participants under the Plan, then the Board shall make an equitable or substitution adjustment in (i) the number and kind of shares of Common Stock deemed to be available

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thereafter for grants of Awards under the Plan, (ii) the number and kind of shares of Common Stock that may be delivered or deliverable in respect of outstanding Awards, and/or (iii) the exercise price of outstanding Options; provided , however , that the manner of any such equitable adjustment shall be determined in the good faith discretion of the Board. Moreover, in the event of any such transaction or event or in the event of a Change in Control, the Board, in its good faith discretion, may provide in substitution for any or all outstanding Awards consideration that is no less favorable than the consideration provided to the Company’s shareholders in connection with such transaction, event or Change in Control, and may require in connection therewith the surrender of all Awards so replaced; provided , however , that if an outstanding Option’s exercise price is equal to or greater than the Fair Market Value of a share of Common Stock as of the date of the consummation of a Change of Control (as determined by the Board), such Option may be terminated at the discretion of the Board upon such Change of Control without the payment of any consideration therefor. In addition, the Board shall have discretion to make the foregoing types of adjustments, as well as any adjustments to any performance goals, targets or measures with respect to any Award, and as to all other matters it deems relevant, as it may determine appropriate and equitable in other types of events, including in the event of an acquisition or disposition of any of the businesses of the Company or its Affiliates occurring after the date of grant of any Award. Any adjustments made pursuant to this Section 7.2 shall be determined in a manner consistent with Section 409A of the Code to the extent so required.

(b)    Fractional shares of Common Stock resulting from any adjustment in Awards pursuant to Section 7.1 or this Section  7.2 shall be aggregated until, and eliminated at, the time of exercise or payment by rounding-down for fractions less than one-half and rounding-up for fractions equal to or greater than one-half. No cash settlements shall be required with respect to fractional shares eliminated by rounding. Notice of any adjustment shall be given by the Committee to each Participant whose Award has been adjusted and such adjustment (whether or not such notice is given) shall be effective and binding for all purposes of the Plan.

ARTICLE VIII.        UNFUNDED STATUS OF PLAN

8.1     The Plan is intended to constitute an “unfunded” plan for incentive and deferred compensation. With respect to any payment as to which a Participant has a fixed and vested interest but which are not yet made to a Participant by the Company, nothing contained herein shall give any such Participant any right that is greater than those of a general unsecured creditor of the Company and the Company shall not be required to establish any fund or make any other segregation of assets to assure satisfaction of the Company’s obligations under the Plan.

ARTICLE IX.        GENERAL PROVISIONS

9.1      Compliance with Securities Laws .

(a)    The Committee may require, in its sole discretion, as a condition to the exercise of any Option hereunder or the settlement in shares of Common Stock of any RSU hereunder, that either (a) a registration statement under the Securities Act of 1933, as amended

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(the “ Securities Act ”), with respect to the issuance of the shares of Common Stock to be issued upon such grant, exercise or settlement shall be effective and current at the time of grant, exercise or settlement, or (b) there is an exemption from registration under the Securities Act for the issuance of the shares of Common Stock upon such grant, exercise or settlement. Nothing herein shall be construed as requiring the Company to register the issuance of the shares of Common Stock subject to any Award under the Securities Act or to keep any registration statement effective or current.

(b)    In addition, if at any time the Committee shall determine, in its sole discretion, that the listing or qualification of the shares of Common Stock subject to any Award on any securities exchange or under any applicable law, or the consent or approval of any governmental agency or regulatory body, is necessary or desirable as a condition to, or in connection with, the granting of an Award or the issuance of shares of Common Stock thereunder, such Award may not be granted and such Award may not be exercised or settled (as applicable) in whole or in part unless such listing, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee.

9.2      Award Agreements . Each Award shall be evidenced by an appropriate Award Agreement which shall be duly executed by the Company and the Participant, and which shall contain such terms, provisions and conditions as are substantially reflected on the form Award Agreements attached hereto on Exhibits B and C . In the event of a conflict between the terms of the Award Agreement and the Plan, the terms of the Plan shall govern.

9.3      No Fractional Shares . In no case may a fraction of a share of Common Stock be purchased or issued under the Plan.

9.4      Rights as a Stockholder . The holder of an Option or other Award shall not be deemed for any purpose, nor have any of the rights or privileges of, a stockholder of the Company in respect of any shares of Common Stock purchasable upon the exercise of any part of an Option or deliverable in respect of such other Award unless, until and to the extent that (a) in the case of an Option, such Option shall have been exercised pursuant to its terms, (b) the Company shall have issued and delivered such shares to such holder and (c) the holder’s name shall have been entered as a stockholder of record with respect to such shares on the books of the Company.

9.5      No Right to Continued Employment or Engagement . Neither the Plan nor the grant of any Award hereunder shall confer on any Participant any right with respect to continuance of employment or engagement by the Company or any of its Affiliates or a Participant’s service on the Board, or interfere in any way with any right of the Company or any of its Affiliates to terminate the Participant’s employment or engagement at any time for any reason whatsoever without liability to the Company or any of its Affiliates. For purposes of the Plan, a sale of any Affiliate of the Company that employs or engages a Participant shall be treated as the termination of such Participant’s employment or engagement without Cause.

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9.6      Amendments and Termination of the Plan . The Board may, at any time, alter, amend, suspend, discontinue, or terminate this Plan; provided , however , that (a) no such action shall materially adversely affect the rights of any Participant with respect to Awards previously granted hereunder and (b) no such action shall amend Section 2.2 herein. The power of the Committee to construe and administer any Award granted under the Plan prior to the termination or suspension of the Plan nevertheless shall continue after such termination or during such suspension.

9.7      Legends; Payment of Expenses . The Company may endorse such legend or legends upon the certificates for shares of Common Stock issued upon exercise or settlement of an Award under the Plan and may issue such “stop transfer” instructions to its transfer agent in respect of such shares as it determines, in its discretion, to be necessary or appropriate to (a) prevent a violation of, or to qualify for an exemption from, the registration requirements of the Securities Act and any applicable state securities laws, or (b) implement the provisions of the Plan or any agreement between the Company and a Participant with respect to such shares of Common Stock.

9.8      No Assignment of Benefits . No Award or other benefit payable under the Plan shall, except as otherwise specifically provided by law or permitted by the Committee, be transferable in any manner, and any attempt to transfer any such benefit shall be void, and any such benefit shall not in any manner be liable for or subject to the debts, contracts, liabilities, engagements or torts of any Person who shall be entitled to such benefit, nor shall it be subject to attachment or legal process for or against such Person.

9.9      Other Requirements . Notwithstanding anything herein to the contrary, as a condition to the receipt of shares of Common Stock pursuant to an Award under the Plan, to the extent required by the Committee, the Participant shall execute and deliver documentation that shall set forth certain restrictions on transferability of the shares of Common Stock acquired upon exercise, purchase or settlement as the Committee shall from time to time establish in the applicable Award Agreement.

9.10      Death/Disability . The Committee may in its discretion require the transferee of a Participant to supply it with written notice of the Participant’s death or Disability and to supply it with a copy of the will (in the case of the Participant’s death) or such other evidence as the Committee deems necessary to establish the validity of the transfer of the Award. The Committee may also require that the agreement of the transferee to be bound by all of the terms and conditions of the Plan and the applicable Award Agreement.

9.11      Section 409A of the Code . Awards granted under the Plan are intended to comply with, or be exempt from, the applicable requirements of Section 409A of the Code and shall be limited, construed and interpreted in accordance with such intent. To the extent that any Award is subject to Section 409A of the Code, it shall be paid in a manner that will comply with or be exempt from Section 409A of the Code, including proposed, temporary or final regulations or any other guidance issued by the Secretary of the Treasury and the Internal Revenue Service with respect thereto. The Company shall have no liability to a Participant, or any other Person, if an

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Award that is intended to be exempt from, or compliant with, Section 409A of the Code is not so exempt or compliant or for any action taken by the Committee or the Company and, in the event that any amount or benefit under the Plan becomes subject to penalties under Section 409A of the Code, responsibility for payment of such penalties shall rest solely with the affected Participants and not with the Company. Notwithstanding any contrary provision in the Plan or Award Agreement, any payment(s) of “nonqualified deferred compensation” (within the meaning of Section 409A of the Code) that are otherwise required to be made under the Plan to a “specified employee” (as defined under Section 409A of the Code) as a result of such employee’s separation from service (other than a payment that is not subject to Section 409A of the Code) shall be delayed for the first six (6) months following such separation from service (or, if earlier, the date of death of the specified employee) and shall instead be paid (in a manner set forth in the Award Agreement) upon expiration of such delay period. Furthermore, notwithstanding any contrary provision of the Plan or Award Agreement, any payment of “nonqualified deferred compensation” (within the meaning of Section 409A of the Code) under the Plan that may be made in installment shall be treated as a right to receive a series of separate and distinct payments.

9.12      Governing Law; Construction . The Plan, any Award Agreement and the actions taken in connection therewith and all related matters shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to conflict of law provisions. Neither the Plan nor any Award Agreement shall be construed or interpreted with any presumption against the Company by reason of the Company causing the Plan or any Award Agreement to be drafted. Whenever from the context it appears appropriate, any term stated in either the singular or plural shall include the singular and plural, and any term stated in the masculine, feminine or neuter gender shall include the masculine, feminine and neuter.

9.13      Jurisdiction; Waiver of Jury Trial . Any suit, action or proceeding with respect to the Plan or any Award Agreement, or any judgment entered by any court of competent jurisdiction in respect of any thereof, shall be resolved only in the courts of the State of Delaware or the United States District Court for the District of Delaware and the appellate courts having jurisdiction of appeals in such courts. In that context, and without limiting the generality of the foregoing, the Company and each Participant shall irrevocably and unconditionally (a) submit in any proceeding relating to the Plan or any Award Agreement, or for the recognition and enforcement of any judgment in respect thereof (a “ Proceeding ”), to the exclusive jurisdiction of the courts of the State of Delaware, the court of the United States of America for the District of Delaware, and appellate courts having jurisdiction of appeals from any of the foregoing, and agree that all claims in respect of any such Proceeding shall be heard and determined in such Delaware State court or, to the extent permitted by law, in such federal court, (b) consent that any such Proceeding may and shall be brought in such courts and waives any objection that the Company and each Participant may now or thereafter have to the venue or jurisdiction of any such Proceeding in any such court or that such Proceeding was brought in an inconvenient court and agree not to plead or claim the same, (c) waive all right to trial by jury in any Proceeding (whether based on contract, tort or otherwise) arising out of or relating to the Plan or any Award Agreement, (d) agree that service of process in any such Proceeding may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such

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party, in the case of a Participant, at the Participant’s address shown in the books and records of the Company or, in the case of the Company, at the Company’s principal offices, attention General Counsel, and (e) agree that nothing in the Plan shall affect the right to effect service of process in any other manner permitted by the laws of the State of Delaware.

9.14      Severability of Provisions . The invalidity, illegality or unenforceability of any provision in the Plan, any Award or Award Agreement shall not affect the validity, legality or enforceability of any other provision, all of which shall be valid, legal and enforceable to the fullest extent permitted by applicable law.

9.15      Modification for Grants Outside the United States . The Board or the Committee may, without amending the Plan, determine the terms and conditions applicable to grants to individuals who are foreign nationals or employed outside the United States in a manner otherwise inconsistent with the Plan if the Board or the Committee deems such terms and conditions necessary in order to recognize differences in local law or regulations, tax policies or customs.

9.16      Successors and Assigns . The Plan and any applicable Award Agreement(s) shall be binding on all successors and permitted assigns of a Participant, including, without limitation, the estate of such Participant and the executor, administrator or trustee of such estate.

9.17      Headings and Captions . The headings and captions herein are provided for reference and convenience only, shall not be considered part of the Plan, and shall not be employed in the construction of the Plan.

9.18      Effective Date and Term of Plan . The Plan shall become effective on the effective date of iHeartMedia, Inc.’s emergence from its voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas, Houston Division pursuant to a confirmed Plan of Reorganization (the “ Effective Date ”). No Awards shall be granted under the Plan after the tenth (10th) anniversary of the Effective Date, but Awards previously granted may extend beyond such date.

ARTICLE X.        DEFINITIONS

10.1      Definitions . For purposes of the Plan, the following terms shall be defined as set forth below:

(a)    “ Affiliate ” means any Person that, directly or indirectly, controls, is controlled by, or is under common control with, the Company. The term “control” (including, with correlative meaning, the terms “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting or other securities, by contract or otherwise; provided that, in any event, any business in which the Company has any direct or indirect ownership interest shall be treated as an Affiliate of the Company.

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(b)    “ Award ” means any Option or Restricted Stock Unit granted under the Plan.

(c)    “ Award Agreement ” means the written or electronic agreement setting forth the terms and conditions applicable to an Award.

(d)    “ Board ” or “ Board of Directors ” shall mean the Board of Directors of the Company.

(e)    “ Cause ” shall have the meaning ascribed to such term in any employment, offer letter or similar agreement between a Participant and the Company or any of its Affiliates, if applicable, the applicable Award Agreement (other than in respect of the Emergence Awards) or in the absence of any such employment (or similar) agreement or definition in an applicable Award Agreement, “Cause” means the Participant’s (i) willful failure to substantially perform the Participant’s duties (other than any such failure resulting from the Participant’s physical or mental incapacity) that continues after written notice from the Company; (ii) willful misconduct, gross negligence, breach of fiduciary duty in connection with the performance of the Participant’s duties, (iii) fraud, theft, embezzlement or material misuse of funds or property belonging to the Company or its Affiliates; (iv) indictment with respect to, or plea of nolo contendere to, any felony (or state law requirement) or any crime involving fraud or moral turpitude; (v) a breach of any material policy or code of conduct established by the Company or any of its Affiliates, (vi) a material breach of any restrictive covenants to which the Participant is subject, including, without limitation, confidentiality, non-disparagement, non-compete and non-solicit covenants, (vii) reporting to work under the influence of alcohol or illegal drugs or the use of illegal drugs (whether or not at the workplace); provided , however , that with respect to (i), (ii), (v), (vi), or (vii) above, any determination of “Cause” may not be made until the Participant has been given written notice detailing the specific Cause event and a period of ten (10) days following receipt of such notice to cure such event (if susceptible to cure). With respect to a Participant who is a non-employee member of the Board, “Cause” means the Participant’s act or failure to act that constitutes cause for removal of a director under applicable Delaware law.

(f)    “ Change in Control ” Unless otherwise determined by the Committee in the applicable Award Agreement or other written agreement with a Participant approved by the Committee, a “Change in Control” shall be deemed to occur if: (a) any “person,” as such term is used in Sections 13(d) and 14(d) of the Exchange Act (other than the Company, any trustee or other fiduciary holding securities under any employee benefit plan of the Company, or any company owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of Common Stock of the Company), becoming the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities, excluding for purposes herein, acquisitions pursuant to a Business Combination (as defined below) that does not constitute a Change in Control in subsection (b) herein; (b) a merger, reorganization, or consolidation of the Company or in which equity securities of the Company are issued (each, a “ Business Combination ”), other than a merger,

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reorganization or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its Parent) more than fifty percent (50%) of the combined voting power of the voting securities of the Company or such surviving entity (or, as applicable, the Parent of the Company or such surviving entity) outstanding immediately after such merger or consolidation; provided , however , that a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person (other than those covered by the exceptions in clause (a) herein) acquires more than fifty percent (50%) of the combined voting power of the Company’s then outstanding securities shall not constitute a Change in Control of the Company; (c) a complete liquidation or dissolution of the Company or the consummation of a sale or disposition by the Company of all or substantially all of the Company’s assets other than the sale or disposition of all or substantially all of the assets of the Company to a person or persons who beneficially own, directly or indirectly, fifty percent (50%) or more of the combined voting power of the outstanding voting securities of the Company at the time of the sale; or (d) during any period of 24 consecutive calendar months, individuals who were directors of the Company on the first day of such period (the “ Incumbent Directors ”) cease for any reason to constitute a majority of the Board; provided, however , that any individual becoming a director subsequent to the first day of such period whose election, or nomination for election, by the Company’s stockholders was approved by a vote of at least a majority of the Incumbent Directors will be considered as though such individual were an Incumbent Director, but excluding, for purposes of this proviso, any such individual whose initial assumption of office occurs as a result of an actual or threatened proxy contest with respect to election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a “person” (as used in Section 13(d) of the Exchange Act), in each case, other than the Board. Notwithstanding the foregoing, with respect to any Award that is characterized as “nonqualified deferred compensation” within the meaning of Section 409A of the Code, an event shall not be considered to be a Change in Control under the Plan for purposes of payment of such Award unless such event is also a “change in ownership,” a “change in effective control” or a “change in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code.

(g)    “ Code ” means the Internal Revenue Code of 1986, as amended, and any successor thereto.

(h)    “ Committee ” means (i) the Compensation Committee of the Board, or such other committee as may be appointed by the Compensation Committee or the Board or (ii) in the absence of any such committee, the Board.

(i)    “ Common Stock ” means the shares of voting common stock of the Company, par value $0.001 per share.

(j)    “ Company ” shall have the meaning set forth in Section 1.1 hereof.

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(k)    “ Disability ” means a permanent and total disability within the meaning of Section 22(e)(3) of the Code, provided that such condition is also a “disability” within the meaning of Section 409A(a)(2)(C) of the Code.

(l)     “ Dividend Equivalents ” shall have the meaning set forth in Section 6.4 hereof.

(m)    “ Effective Date ” shall have the meaning set forth in Section 9.18 hereof.

(n)    “ Eligible Individual ” shall have the meaning set forth in Section 1.1 hereof.

(o)    “ Emergence Awards ” shall have the meaning set forth in Section 2.2 hereof.

(p)    “ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and any successor thereto.

(q)    “ Fair Market Value ” means as of any applicable date, (i) if the Common Stock is readily tradable on an “established securities market” (within the meaning of Treas. Reg. § 1.409A-1(b)(5)(iv)(A)), the closing price of the Common Stock on such market as of the applicable date, or if no sale of the Common Stock shall have occurred on such date, on the immediately preceding date on which there was a reported sale; or (ii) if the Common Stock is not readily tradable on an established securities market, the Board of Directors’ good faith determination of the fair market value of one share of Common Stock as of the applicable reference date.

(r)     “ Good Reason ” shall have the meaning ascribed to such term in any employment, offer letter or similar agreement between a Participant and the Company or any of its Affiliates, if applicable (with respect to any “Good Reason” event that occurs after the Effective Date), the applicable Award Agreement (other than in respect of the Emergence Awards) or in the absence of any such employment (or similar) agreement or definition in an applicable Award Agreement, “ Good Reason ” means, without the Participant’s express written consent, the occurrence of any of the following events after the Effective Date with respect to a Participant who is a key member of management (as designated in the Participant’s Award Agreement):

(i)    the assignment to the Participant of any position(s), duties or responsibilities (including reporting responsibilities) that constitutes a materially adverse change or material diminution in the Participant’s position(s), duties or responsibilities with the Company (other than temporarily while incapacitated because of physical or mental illness),

(ii)    a materially adverse change in the Participant’s titles or offices with the Company;

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(iii)    a material reduction by the Company in the Participant’s rate of annual base salary or annual target cash bonus opportunity;

(iv)    any requirement of the Company that the Participant’s principal office location be more than fifty (50) miles from his or her location as of the Effective Date; or

(v)    any material breach of the Plan or an applicable Award Agreement by the Company.

Notwithstanding the foregoing, a Good Reason event shall not be deemed to have occurred if the Company cures such action, failure or breach within forty-five (45) days after receipt of notice thereof given by the Participant. The Participant’s right to terminate employment for Good Reason shall not be affected by the Participant’s incapacities due to mental or physical illness and the Participant’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any event or condition constituting Good Reason. Notwithstanding anything to the contrary in this Agreement, no termination will be deemed to be for Good Reason hereunder unless (A) the Participant provides written notice to the Company identifying the applicable event within sixty (60) days after the Participant becomes aware (or reasonably should have become aware) of such event(s), (B) the Company fails to remedy the event within the applicable cure period following such notice, and (C) the Participant terminates his or her employment as a result of such failure to cure within sixty (60) days after the end of such cure period.

(s)    “ Legal Representative ” means the executor, administrator or other Person who at the time is entitled by law to exercise the rights of a deceased or incapacitated Participant with respect to an Award granted under the Plan.

(t)    “ Management Reserve ” shall have the meaning set forth in Section 2.1 hereof.

(u)    “ Non -Qualified Stock Option ” means any Option other than an incentive stock option as defined in Section 422 of the Code and any successor thereto.

(v)    “ Option ” means any stock option to purchase shares of Common Stock granted to Eligible Individuals pursuant to Article V of the Plan.

(w)    “ Parent ” shall have the same meaning as “parent corporation” as defined in Section 424(e) of the Code.

(x)    “ Participant ” means an Eligible Individual who has been selected by the Board to participate in the Plan and to whom an Award has been granted pursuant to the Plan.

(y)     “ Person ” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency, or political subdivision thereof, or any other entity or organization.

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(z)    “ Plan ” shall have the meaning ascribed to such term in Section 1.1 .

(aa)    “ Proceeding ” shall have the meaning set forth in Section 9.13 hereof.

(bb)    “ Qualifying Termination ” means a Participant’s termination of employment by the Company without Cause or by the Participant for Good Reason.

(cc)    “ Restricted Stock Unit ” or “ RSU ” means a right granted to an Eligible Individual pursuant to Article VI of the Plan to receive Common Stock or cash, as determined by the Committee, at the end of a specified period, which right may also be conditioned, in whole or in part, on the satisfaction of specified performance or other criteria.

(dd)    “ Section 409A of the Code ” means, collectively, Section 409A of the Code, as amended, and the regulations and guidance promulgated thereunder.

(ee)    “ Securities Act ” shall have the meaning set forth in Section 9.1 hereof.

(ff)    “ Subsidiary ” means any company (whether a corporation, partnership, joint venture or other form of entity) in which the Company has a direct or indirect “controlling interest,” within the meaning of Treas. Reg. § 1.409A-1(b)(5)(ii)(E)(1).

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Exhibit 10.3

FORM OF

iHEARTMEDIA, INC.

Non-Employee Director Restricted Stock Unit Award Agreement

This Non-Employee Director Restricted Stock Unit Award Agreement (this “ Award Agreement ”), dated as of             , 2019 (the “ Effective Date ”), evidences the grant of RSUs pursuant to the provisions of the 2019 Incentive Equity Plan (the “ Plan ”) of iHeartMedia, Inc. (the “ Company ”) to the individual whose name appears below (“ Participant ”), covering the specific number of shares of Common Stock (the “ Shares ”) set forth below and on the following terms and conditions. Capitalized terms that are used but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan.

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[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have executed this Non-Employee Director Restricted Stock Unit Award Agreement as of the date first written above.

Attachments: Annex A (The Plan)

ANNEX A

2019 INCENTIVE EQUITY PLAN

OF

iHEARTMEDIA, INC.

Exhibit 10.4

FORM OF

iHEARTMEDIA, INC.

Non-Employee Director Non-Qualified Stock Option Award Agreement

This Non-Employee Director Non-Qualified Stock Option Award Agreement (this “ Award Agreement ”), dated as of             , 2019 (the “ Effective Date ”), evidences the grant of an Option pursuant to the provisions of the 2019 Incentive Equity Plan (the “ Plan ”) of iHeartMedia, Inc. (the “ Company ”) to the individual whose name appears below (“ Participant ”), covering the specific number of shares of Common Stock (the “ Shares ”) set forth below and on the following terms and conditions. Capitalized terms that are used but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan.

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[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have executed this Non-Employee Director Non-Qualified Stock Option Award Agreement as of the date first written above.

ANNEX A

2019 INCENTIVE EQUITY PLAN

OF

iHEARTMEDIA, INC.

Notice of Exercise of Stock Option

1.     Exercise of Option . Pursuant to the 2019 Incentive Equity Plan (the “ Plan ”) of iHeartMedia, Inc., a Delaware corporation (the “ Company ”), dated as of                      (the “ Award Agreement ”), I hereby elect to exercise my Non-Qualified Stock Option (the “ Option ”) to the extent of                  shares of Common Stock of the Company (the “ Shares ”). Capitalized terms not defined herein shall have the meanings ascribed to such terms in the Plan or the Award Agreement.

2.     Delivery of Payment . I hereby direct the Company to effectuate a “net exercise” (as contemplated by the Plan) to satisfy my obligations with respect to the purchase price of the Shares (the “ Purchase Price ”), determined by multiplying (a) the exercise price per Share as set forth in my Award Agreement, by (b) the number of Shares as to which I am exercising the Option. Notwithstanding the foregoing, by inserting an “X” in the following space (            ), I hereby agree to deliver to the Company payment in full payment of the Purchase Price, which payment shall be in the form of cash or other property reasonably acceptable to the Company. I confirm that I am solely responsible for all tax obligations that arise in connection with this exercise.

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Note : If the Option is being exercised on behalf of a deceased Participant, then this Notice must be signed by such Participant’s personal representative and must be accompanied by a certificate issued by an appropriate authority evidencing that the individual signing this Notice has been duly appointed and is currently serving as the Participant’s personal representative under applicable local law governing decedents’ estates.

ANNEX B

2019 INCENTIVE EQUITY PLAN

OF

iHEARTMEDIA, INC.

Exhibit 10.5

FORM OF

iHEARTMEDIA, INC.

Restricted Stock Unit Award Agreement

This Restricted Stock Unit Award Agreement (this “ Award Agreement ”), dated as of             , 2019 (the “ Effective Date ”), evidences the grant of RSUs pursuant to the provisions of the 2019 Incentive Equity Plan (the “ Plan ”) of iHeartMedia, Inc. (the “ Company ”) to the individual whose name appears below (“ Participant ”), covering the specific number of shares of Common Stock (the “ Shares ”) set forth below and on the following terms and conditions. Capitalized terms that are used but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan.

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[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have executed this Restricted Stock Unit Award Agreement as of the date first written above.

Attachments: Annex A (The Plan)

ANNEX A

2019 INCENTIVE EQUITY PLAN

OF

iHEARTMEDIA, INC.

Exhibit 10.6

iHEARTMEDIA, INC.

Non-Qualified Stock Option Award Agreement

This Non-Qualified Stock Option Award Agreement (this “ Award Agreement ”), dated as of             , 2019 (the “ Effective Date ”), evidences the grant of an Option pursuant to the provisions of the 2019 Incentive Equity Plan (the “ Plan ”) of iHeartMedia, Inc. (the “ Company ”) to the individual whose name appears below (“ Participant ”), covering the specific number of shares of Common Stock (the “ Shares ”) set forth below and on the following terms and conditions. Capitalized terms that are used but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan.

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[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have executed this Non-Qualified Stock Option Award Agreement as of the date first written above.

Attachments: Annex A (Form of Exercise Notice)

                       Annex B (The Plan)

ANNEX A

2019 INCENTIVE EQUITY PLAN

OF

iHEARTMEDIA, INC.

Notice of Exercise of Stock Option

1.     Exercise of Option . Pursuant to the 2019 Incentive Equity Plan (the “ Plan ”) of iHeartMedia, Inc., a Delaware corporation (the “ Company ”), dated as of                      (the “ Award Agreement ”), I hereby elect to exercise my Non-Qualified Stock Option (the “ Option ”) to the extent of              shares of Common Stock of the Company (the “ Shares ”). Capitalized terms not defined herein shall have the meanings ascribed to such terms in the Plan or the Award Agreement.

2.     Delivery of Payment . I hereby direct the Company to effectuate a “net exercise” (as contemplated by the Plan) to satisfy my obligations with respect to (a) the purchase price of the Shares determined by multiplying (i) the exercise price per Share as set forth in my Award Agreement, by (ii) the number of Shares as to which I am exercising the Option and (b) my obligation to remit to the Company an amount sufficient to satisfy any withholding tax obligations of the Company that arise in connection with this exercise. Notwithstanding the foregoing, by inserting an “X” in either (or both) of the following spaces, I hereby agree to deliver to the Company payment in full payment of my obligations in     (a) and     (b), which payment shall be in the form of cash or other property reasonably acceptable to the Company.

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Note : If the Option is being exercised on behalf of a deceased Participant, then this Notice must be signed by such Participant’s personal representative and must be accompanied by a certificate issued by an appropriate authority evidencing that the individual signing this Notice has been duly appointed and is currently serving as the Participant’s personal representative under applicable local law governing decedents’ estates.

ANNEX B

2019 INCENTIVE EQUITY PLAN

OF

iHEARTMEDIA, INC.

Exhibit 10.7

AMENDMENT

TO THE

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “ Amendment ”) is made as of May 1, 2019 by iHeartMedia, Inc. (the “ Company ”) and Robert Pittman (the “ Employee ”).

W I T N E S S E T H.

WHEREAS, on March 14, 2018, the Company and certain of the Company’s direct and indirect domestic subsidiaries filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the “ Chapter 11 Cases ”); and

WHEREAS, the parties hereto desire to amend the Amended and Restated Employment Agreement, dated as of January 13, 2014, by and between the Company and the Employee (the “ Agreement ”), as set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

“The Company hereby agrees to employ the Employee, and the Employee hereby agrees to be employed by the Company, in accordance with the terms and conditions of this Agreement, for the period commencing on the date the Company emerges from the Chapter 11 Cases pursuant to a confirmed Plan of Reorganization (the “ Amendment Effective Date ”), which was adopted in connection with the voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the “ Chapter 11 Cases ”), and ending on the fourth (4th) anniversary of such date (the “ Extended Term ”). At the conclusion of the Extended Term and on each anniversary thereof, the term of this Agreement shall be automatically extended for successive one-year periods unless either the Company or the Employee elects not to extend this Agreement by giving at least sixty (60) days’ advance written notice of nonrenewal to the other party that the Employment Period (as defined below) shall not be extended.”

“During the Employment Period, the Employee shall serve as Chairman of the Board of Directors of the Company (the “ Board ”) and Chief Executive Officer of the Company. The Employee will perform job duties, and have the authority, that are usual and customary for these positions, and will perform additional services and duties that the Company may from time to time designate that are consistent with the usual and customary duties of these positions. In his capacity as Chairman of the Board and Chief Executive Officer of the Company, the Employee will report to the Board. In addition to the foregoing, the Employee hereby agrees that, following the Amendment Effective Date, he shall provide transitional services to Clear Channel Outdoor Holdings, Inc. or Clear Channel International, as applicable, consistent with past practice, on an as needed basis, as mutually agreed by Employee and the Board.”

“Commencing on the Amendment Effective Date, the Employee shall be paid an annual salary of One Million and Five Hundred Thousand Dollars ($1,500,000.00) (as increased from time to time, “ Base Salary ”).”

“Effective for calendar year 2019 and thereafter, the Employee’s target annual bonus (the “ Target Bonus ”) for the achievement of reasonable performance goals set in good faith after consultation with the Employee shall be Three Million and Four Hundred Thousand Dollars ($3,400,000.00); provided , that if the Amendment Effective Date occurs during calendar year 2019 or thereafter, the Target Bonus shall be prorated for such calendar year (e.g., if the Amendment Effective Date occurs on July 1, 2019, the Target Bonus for 2019 would be $1,700,000.00).”

“Effective as of the Amendment Effective Date, the Company shall issue incentive equity awards under a management incentive plan adopted in connection with the Chapter 11 Cases (the “ Equity Plan ”) in an aggregate amount equal to 5% of the Company’s shares of common stock (“ Shares ”) outstanding immediately after the Amendment Effective Date on a fully diluted and fully distributed basis (the “ Emergence Pool ”). The Employee shall receive awards covering Shares equal to 22.5% of the Emergence Pool (which amount, for the avoidance of doubt, shall represent 1.125% of the Company’s Shares outstanding immediately after the Amendment Effective Date on a fully diluted and fully distributed basis) (the “ CEO Grants ”), with 25% of such CEO Grants being in the form of restricted stock units (the “ RSUs ”) and 75% of such CEO Grants being in the form of stock options (the “ Options ”). The CEO Grants will be subject to the terms of the applicable equity

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award agreement and the Equity Plan; provided, that (i) the Options will have a term of six (6) years and have an exercise price calculated on the basis of an aggregate equity value of the Company as of the Amendment Effective Date (which the parties assume shall be $3 billion), subject to the requirements of Section 409A, (ii) subject to the Employee’s continued employment with the Company, the CEO Grants will vest 20% on the earlier to occur of: (i) the date which is 6 months after the effective date of the Company’s pending public offering on Form S-1 or (ii) 2 business days following the date of the direct listing of the Company’s Class A Common Stock on a national securities exchange, and 20% of the remainder shall vest on the first, second, third, and fourth anniversary of the Amendment Effective Date, (iii) the CEO Grants will vest in full upon a “change in control” (as defined in the Equity Plan), and (iv) upon a termination of Employee’s employment with the Company described in Section 6(C), the then-unvested portion of such CEO Grants shall vest as follows: 100% of the unvested portion of the CEO Grants shall vest if such termination occurs within one year of the Amendment Effective Date; 50% of the unvested portion of the CEO Grants shall vest if such termination occurs more than one year after but up to or less than two years following the Amendment Effective Date; 25% of the unvested portion of the CEO Grants shall vest if such termination occurs more than two years after but up to or less than three years following the Amendment Effective Date; and 0% of the unvested portion of the CEO Grants shall vest if such termination occurs more than three years following the Amendment Effective Date.”

“For calendar year 2019 and thereafter, the Employee may earn a Performance Bonus in accordance with this Exhibit B. A Performance Bonus shall be earned only to the extent determined in accordance with this Exhibit B and only if the Employee is employed by the Company on December 31 of the calendar year to which the Performance Bonus relates. Any Performance Bonus earned shall be paid in the calendar year following the calendar year to which such bonus relates.

The Employee’s performance objectives will be established in good faith by the Board of Directors of the Company or its Compensation Committee (the “ Committee ”) after consultation with the Employee no later than March 31 of each calendar year.

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When setting the Employee’s performance objectives, the Committee, after consultation with the Employee, shall specify the level or levels of performance required to be attained with respect to each objective to receive payment of a performance bonus. Effective for calendar year 2019 and thereafter, the aggregate target performance bonus that may be earned when all of the Employee’s performance objectives are achieved shall be not less than Three Million and Four Hundred Thousand Dollars ($3,400,000.00) (the “ Target Bonus ”) for the calendar year to which the bonus relates; provided , that if the Amendment Effective Date occurs during calendar year 2019 or thereafter, the Target Bonus shall be prorated for such calendar year (e.g., if the Amendment Effective Date occurs on July 1, 2019, the Target Bonus for 2019 would be $1,700,000.00).

Performance objectives will be expressed in terms of an annual operating income before depreciation and amortization and non-cash compensation expense (“ OIBDAN ”) target. The OIBDAN target for calendar year 2019 shall be consistent with the OIBDAN target for calendar year 2019 contained in the Company’s five-year plan (the “ 2019 Bonus Plan ”). The OIBDAN target for subsequent calendar years shall be consistent with annual OIBDAN targets under the Company’s business plan for such calendar years, in each case, that has been shared with the Employee. The applicable payouts with respect to OIBDAN performance are as follows:

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SIGNATURE PAGE TO AMENDMENT TO THE AMENDED AND RESTATED

EMPLOYMENT AGREEMENT

IN WITNESS WHEREOF , the parties hereto have executed this Amendment as of the date first written above.

Exhibit 10.8

AMENDMENT

TO THE

EMPLOYMENT AGREEMENT

This AMENDMENT TO THE EMPLOYMENT AGREEMENT (this “ Amendment ”) is made as of May 1, 2019 by iHeartMedia, Inc. (the “ Company ”) and Richard J. Bressler (the “ Employee ”).

W I T N E S S E T H.

WHEREAS, on March 14, 2018, the Company and certain of the Company’s direct and indirect domestic subsidiaries filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the “ Chapter 11 Cases ”); and

WHEREAS, the parties hereto desire to amend the Employment Agreement, dated as of July 29, 2013, by and between the Company and the Employee (the “ Agreement ”), as set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

“The Company hereby agrees to employ the Employee, and the Employee hereby agrees to be employed by the Company, in accordance with the terms and conditions of this Agreement, for the period commencing on the date the Company emerges from the Chapter 11 Cases pursuant to a confirmed Plan of Reorganization (the “ Amendment Effective Date ”), which was adopted in connection with the voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the “ Chapter 11 Cases ”), and ending on the fourth (4th) anniversary of such date (the “ Extended Term ”). At the conclusion of the Extended Term and on each anniversary thereof, the term of this Agreement shall be automatically extended for successive one-year periods unless either the Company or the Employee elects not to extend this Agreement by giving at least sixty (60) days’ advance written notice of nonrenewal to the other party that the Employment Period (as defined below) shall not be extended.”

“During the Employment Period, the Employee shall serve as President, Chief Operating Officer and Chief Financial Officer of the Company. The Employee will also serve as a member of the Board of Directors of the Company (the “ Board ”). The Employee will perform job duties, and have the authority, that are usual and customary for these positions, and will perform additional services and duties that the Company may from time to time designate that are consistent with the usual and customary duties of these positions. In his capacity as President, Chief Operating Officer and Chief Financial Officer of the Company, the Employee will report to the Company’s Chief Executive Officer (the “ CEO ”). The Employee as President, Chief Operating Officer and Chief Financial Officer will also have direct access to the Audit Committee of the board of directors of the Company. In addition to the foregoing, the Employee hereby agrees that, following the Amendment Effective Date, he shall provide transitional services to Clear Channel Outdoor Holdings, Inc. or Clear Channel International, as applicable, consistent with past practice, on an as needed basis, as mutually agreed to by the Employee and the Board.”

“Commencing on the Amendment Effective Date, the Employee shall be paid an annual salary of One Million and Five Hundred Thousand Dollars ($1,500,000.00) (as increased from time to time, “ Base Salary ”).”

“Effective for calendar year 2019 and thereafter, the Employee’s target annual bonus (the “ Target Bonus ”) for the achievement of reasonable performance goals set in good faith after consultation with the Employee shall be Three Million and Four Hundred Thousand Dollars ($3,400,000.00) provided , that if the Amendment Effective Date occurs during calendar year 2019 or thereafter, the Target Bonus shall be prorated for such calendar year (e.g., if the Amendment Effective Date occurs on July 1, 2019, the Target Bonus for 2019 would be $1,700,000.00).”

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“Effective as of the Amendment Effective Date, the Company shall issue incentive equity awards under a management incentive plan adopted in connection with the Chapter 11 Cases (the “ Equity Plan ”) in an aggregate amount equal to 5% of the Company’s shares of common stock (“ Shares ”) outstanding immediately after the Amendment Effective Date on a fully diluted and fully distributed basis (the “ Emergence Pool ”). The Employee shall receive awards covering Shares equal to 22.5% of the Emergence Pool (which amount, for the avoidance of doubt, shall represent 1.125% of the Company’s Shares outstanding immediately after the Amendment Effective Date on a fully diluted and fully distributed basis) (the “ CFO Grants ”), with 25% of such CFO Grants being in the form of restricted stock units (the “ RSUs ”) and 75% of such CFO Grants being in the form of stock options (the “ Options ”). The CFO Grants will be subject to the terms of the applicable equity award agreement and the Equity Plan; provided, that (i) the Options will have a term of six (6) years and have an exercise price calculated on the basis of an aggregate equity value of the Company as of the Amendment Effective Date (which the parties assume shall be $3 billion), subject to the requirements of Section 409A, (ii) subject to the Employee’s continued employment with the Company, the CFO Grants will vest 20% on the earlier to occur of: (i) the date which is 6 months after the effective date of the Company’s pending public offering on Form S-1 or (ii) 2 business days following the date of the direct listing of the Company’s Class A Common Stock on a national securities exchange, and 20% of the remainder shall vest on the first, second, third, and fourth anniversary of the Amendment Effective Date, (iii) the CFO Grants will vest in full upon a “change in control” (as defined in the Equity Plan), and (iv) upon a termination of Employee’s employment with the Company described in Section 6(C), the then-unvested portion of such CFO Grants shall vest as follows: 100% of the unvested portion of the CFO Grants shall vest if such termination occurs within one year of the Amendment Effective Date; 50% of the unvested portion of the CFO Grants shall vest if such termination occurs more than one year after but up to or less than two years following the Amendment Effective Date; 25% of the unvested portion of the CFO Grants shall vest if such termination occurs more than two years after but up to or less than three years following the Amendment Effective Date; and 0% of the unvested portion of the CFO Grants shall vest if such termination occurs more than three years following the Amendment Effective Date.”

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“For calendar year 2019 and thereafter, the Employee may earn a Performance Bonus in accordance with this Exhibit B. A Performance Bonus shall be earned only to the extent determined in accordance with this Exhibit B and only if the Employee is employed by the Company on December 31 of the calendar year to which the Performance Bonus relates. Any Performance Bonus earned shall be paid in the calendar year following the calendar year to which such bonus relates.

The Employee’s performance objectives will be established in good faith by the Board of Directors of the Company or its Compensation Committee (the “ Committee ”) after consultation with the Employee no later than March 31 of each calendar year.

When setting the Employee’s performance objectives, the Committee, after consultation with the Employee, shall specify the level or levels of performance required to be attained with respect to each objective to receive payment of a performance bonus. Effective for calendar year 2019 and thereafter, the aggregate target performance bonus that may be earned when all of the Employee’s performance objectives are achieved shall be not less than Three Million and Four Hundred Thousand Dollars ($3,400,000.00) (the “ Target Bonus ”) for the calendar year to which the bonus relates; provided , that if the Amendment Effective Date occurs during calendar year 2019 or thereafter, the Target Bonus shall be prorated for such calendar year (e.g., if the Amendment Effective Date occurs on July 1, 2019, the Target Bonus for 2019 would be $1,700,000.00).

Performance objectives will be expressed in terms of an annual operating income before depreciation and amortization and non-cash compensation expense (“ OIBDAN ”) target. The OIBDAN target for calendar year 2019 shall be consistent with the OIBDAN target for calendar year 2019 contained in the Company’s five-year plan (the “ 2019 Bonus Plan ”). The OIBDAN target for subsequent calendar years shall be consistent with annual OIBDAN targets under the Company’s business plan for such calendar years, in each case, that has been shared with the Employee. The applicable payouts with respect to OIBDAN performance are as follows:

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SIGNATURE PAGE TO AMENDMENT TO THE AMENDED AND RESTATED

EMPLOYMENT AGREEMENT

IN WITNESS WHEREOF , the parties hereto have executed this Amendment as of the date first written above.