Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)(1) Employment Agreement - J.D. Crowley
On January 9, 2023, Audacy, Inc. (the "Company"), through its wholly-owned
subsidiary, Audacy Services, Inc., entered into an employment agreement with
J.D. Crowley, pursuant to which Mr. Crowley will serve as the Company's Chief
Digital Officer and President - Podcast and Streaming (the "Crowley Agreement").
The following is a summary description of the material provisions of the Crowley
Agreement and by its nature is incomplete. For further information regarding the
terms and conditions of the Crowley Agreement, reference is made to the complete
text of the agreement, which will be filed as an exhibit to the Company's Annual
Report on Form 10-K for the year ending December 31, 2022.
The Crowley Agreement has an initial term through March 31, 2026, with automatic
one-year extensions following the initial term unless either party provides
prior notice of non-extension. The Crowley Agreement provides for an annual base
salary of $825,000 (effective as of January 1, 2023), which increases by three
percent (3%) each January 1st. Mr. Crowley is eligible for an annual cash
performance bonus as determined at the discretion of the Compensation Committee
of the Board of Directors of the Company based on its review of the Company's
performance and Mr. Crowley's performance for the year. Mr. Crowley's target
annual bonus amount is 80% of his annual base salary. In addition, the Crowley
Agreement provides for an initial cash signing bonus of $325,000.
The Crowley Agreement also provides for an initial equity grant of 300,000
restricted stock units ("RSUs") under the Audacy 2022 Equity Compensation Plan.
These RSUs vest: (i) fifty percent (50%) on March 31, 2025; and (ii) fifty
percent (50%) on March 31, 2026. These RSUs are in lieu of the potential vesting
of 125,000 performance-based restricted stock units previously granted to
Mr. Crowley on March 18, 2021. Accordingly, in connection with this grant, those
prior performance-based restricted stock units were forfeited.
Mr. Crowley is eligible for future equity compensation with an aggregate annual
target amount of $500,000 or such other amount as determined at the discretion
of the Compensation Committee of the Board of Directors of the Company.
In the event that Mr. Crowley's employment is terminated either by the Company
without "cause" (other than due to disability) or by him for "good reason,"
Mr. Crowley will be entitled to receive the following severance payments and
benefits: (i) continued payment of his annual base salary for one year following
the date of termination; (ii) a one-time bonus payment equal to the pro-rata
portion of the amount of annual bonus received for the year immediately
preceding the year of termination (or target annual bonus if such termination
occurs before any annual bonus has been paid); and (iii) all of Mr. Crowley's
then-outstanding equity awards will continue to vest through the first
anniversary of the date of termination as if he had remained employed through
such date the ("Severance Benefits").
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If Mr. Crowley's employment is terminated by the Company without Cause, by
Mr. Crowley for "good reason" or Mr. Crowley's employment agreement is not
renewed by the Company as a result of a Change of Control, during the period
commencing on the date of execution of a binding agreement which would result in
a Change in Control if consummated and ending on the twelve (12) month
anniversary of the consummation of such Change in Control, then Mr. Crowley
would be entitled to the Severance Benefits. In addition, all of Mr. Crowley's
then-outstanding equity grants, to the extent not previously vested, which are
subject to vesting solely on the basis of time would fully vest and become
immediately exercisable or settled as of the date of such termination of
employment.
In the event that Mr. Crowley elects to not renew the Crowley Agreement, he
shall not be entitled to any severance. In the event that the Company elects to
not renew the Crowley Agreement, Mr. Crowley will be entitled to receive the
following severance payments and benefits: (i) continued payment of his annual
base salary for one year following the date of termination; and (ii) a one-time
bonus payment equal to the pro-rata portion of the amount of annual bonus
received for the year immediately preceding the year of termination (or target
annual bonus if such termination occurs before any annual bonus has been paid).
Mr. Crowley is entitled to such flexible time away, leave and other benefits and
shall be subject to such rules and regulations and disciplinary action as shall
be in effect from time to time in accordance with Company policy as applied
uniformly to similarly-situated executives
The Crowley Agreement provides for customary non-competition, non-solicitation
of employees and non-solicitation of client covenants that apply during
employment and the twelve-month period thereafter and a perpetual
confidentiality covenant.
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