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Clear Channel Outdoor Holdings, Inc. – ‘10-K’ for 12/31/15 – ‘EX-10’

On: Thursday, 2/25/16, at 7:39am ET · For: 12/31/15 · Accession #: 1334978-16-18 · File #: 1-32663

  As Of               Filer                 Filing    For·On·As Docs:Size

 2/25/16  Clear Channel Outdoor Holdin… Inc 10-K       12/31/15  102:17M

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   2.81M 
 3: EX-10       2012 Stock Incentive Plan Restricted Stock Award    HTML     73K 
                Agreement                                                        
 4: EX-10       2012 Stock Incentive Plan Restricted Stock Unit     HTML     67K 
                Award Agreement                                                  
 2: EX-10       2012 Stock Incentive Plan Stock Option Agreement    HTML     71K 
 5: EX-10       Employment Agreement William Eccleshare             HTML     86K 
 7: EX-21       Subsidiaries List                                   HTML     85K 
 8: EX-23       Consent of Ernst & Young LLP                        HTML     29K 
 6: EX-11       Statement Re: Computation of Loss Per Share         HTML     52K 
 9: EX-31       Certification of Chief Executive Officer Pursuant   HTML     35K 
                to Section 302                                                   
10: EX-31       Certification of Chief Financial Officer Pursuant   HTML     35K 
                to Section 302                                                   
11: EX-32       Certification of Chief Executive Officer Pursuant   HTML     29K 
                to Section 906                                                   
12: EX-32       Certification of Chief Financial Officer Pursuant   HTML     29K 
                to Section 906                                                   
19: R1          Document And Entity Information                     HTML     59K 
20: R2          Consolidated Balance Sheets                         HTML    129K 
21: R3          Consolidated Balance Sheet (Parenthetical)          HTML     47K 
22: R4          Consolidated Statements of Comprehensive Income     HTML    142K 
                (Loss)                                                           
23: R5          Consolidated Statements of Changes in               HTML     75K 
                Shareholders' Equity                                             
24: R6          Consolidated Statements of Changes in               HTML     31K 
                Shareholders' Equity (Parenthetical)                             
25: R7          Consolidated Statements of Cash Flows               HTML    153K 
26: R8          Summary of Significant Accounting Policies          HTML     90K 
27: R9          Property, Plant And Equipment, Intangible Assets    HTML     90K 
                and Goodwill                                                     
28: R10         Investments                                         HTML     51K 
29: R11         Asset Retirement Obligation                         HTML     41K 
30: R12         Long-Term Debt                                      HTML     92K 
31: R13         Commitments and Contingencies                       HTML     63K 
32: R14         Related Party Transactions                          HTML     54K 
33: R15         Income Taxes                                        HTML    126K 
34: R16         Shareholders' Equity                                HTML    142K 
35: R17         Employee Stock and Savings Plans                    HTML     38K 
36: R18         Other Information                                   HTML     78K 
37: R19         Segment Data                                        HTML    115K 
38: R20         Quarterly Results of Operations (Unaudited)         HTML    110K 
39: R21         Guarantor Subsidiaries                              HTML    788K 
40: R22         Schedule II - Valuation and Qualifying Accounts     HTML     64K 
41: R23         Summary of Significant Accounting Policies          HTML    155K 
                (Policies)                                                       
42: R24         Property, Plant And Equipment, Intangible Assets    HTML     79K 
                And Goodwill (Tables)                                            
43: R25         Investments (Tables)                                HTML     46K 
44: R26         Asset Retirement Obligation (Tables)                HTML     38K 
45: R27         Long-Term Debt (Tables)                             HTML     73K 
46: R28         Commitments and Contingencies (Tables)              HTML     48K 
47: R29         Income Taxes (Tables)                               HTML     98K 
48: R30         Equity And Comprehensive Income (Loss) (Tables)     HTML    133K 
49: R31         Other Information (Tables)                          HTML     80K 
50: R32         Segment Data (Tables)                               HTML    104K 
51: R33         Quarterly Results Of Operations (Unaudited)         HTML    108K 
                (Tables)                                                         
52: R34         Guarantor Subsidiaries (Tables)                     HTML    789K 
53: R35         Schedule II - Valuation and Qualifying Accounts     HTML     62K 
                (Tables)                                                         
54: R36         Summary of Significant Accounting Policies          HTML     74K 
                (Narrative) (Details)                                            
55: R37         Property, Plant And Equipment, Intangible Assets    HTML     54K 
                And Goodwill (Narrative) (Details)                               
56: R38         Property, Plant And Equipment, Intangible Assets    HTML     46K 
                And Goodwill (Schedule Of Property, Plant And                    
                Equipment) (Details)                                             
57: R39         Property, Plant And Equipment, Intangible Assets    HTML     41K 
                And Goodwill (Schedule Of Definite-Lived                         
                Intangible Assets) (Details)                                     
58: R40         Property, Plant And Equipment, Intangible Assets    HTML     41K 
                And Goodwill (Schedule Of Future Amortization                    
                Expenses) (Details)                                              
59: R41         Property, Plant And Equipment, Intangible Assets    HTML     50K 
                And Goodwill (Schedule Of Goodwill) (Details)                    
60: R42         Investments (Narrative) (Details)                   HTML     33K 
61: R43         Investments (Schedule of Investments in             HTML     54K 
                Nonconsolidated Affiliates) (Details)                            
62: R44         Asset Retirement Obligation (Narrative) (Details)   HTML     30K 
63: R45         Asset Retirement Obligation (Schedule of Asset      HTML     41K 
                Retirement Obligation) (Details)                                 
64: R46         Long-term Debt (Narrative) (Details)                HTML     54K 
65: R47         Long-Term Debt (Schedule of Long-term Debt)         HTML     51K 
                (Details)                                                        
66: R48         Long-Term Debt (Schedule of CCWH Senior Notes)      HTML     46K 
                (Details)                                                        
67: R49         Long-Term Debt (Schedule of Debt Maturities)        HTML     46K 
                (Details)                                                        
68: R50         Long-Term Debt (Guarantees (Narrative)) (Detail)    HTML     36K 
69: R51         Commitments and Contingencies (Narrative)           HTML     32K 
                (Details)                                                        
70: R52         Commitments and Contingencies (Schedule Of Minimum  HTML     98K 
                Rental Commitments) (Details)                                    
71: R53         Related Party Transations (Narrative) (Details)     HTML     65K 
72: R54         Income Taxes (Narrative) (Details)                  HTML    101K 
73: R55         Income Taxes (Schedule Of Provision For Income      HTML     65K 
                Taxes) (Details)                                                 
74: R56         Income Taxes (Schedule Of Deferred Tax Assets And   HTML     63K 
                Liabilities) (Details)                                           
75: R57         Income Taxes (Schedule Of Income Tax Benefit        HTML     80K 
                Reconciled To Federal Tax Rates) (Details)                       
76: R58         Income Taxes (Schedule Of Unrecognized Tax          HTML     43K 
                Benefits) (Details)                                              
77: R59         Shareholders' Equity (Narrative) (Details)          HTML     60K 
78: R60         Shareholders' Deficit And Comprehensive Loss        HTML     79K 
                (Schedule Of Changes In Equity) (Detail)                         
79: R61         Shareholders' Equity (Schedule Of Assumptions Used  HTML     47K 
                In Options Valuation) (Details)                                  
80: R62         Shareholders' Equity (Schedule Of Stock Options     HTML     86K 
                Outstanding) (Details)                                           
81: R63         Shareholders' Equity (Schedule Of Unvested          HTML     54K 
                Options) (Details)                                               
82: R64         Shareholders' Equity (Schedule Of Restricted Stock  HTML     53K 
                Awards) (Details)                                                
83: R65         Shareholders' Equity (Schedule Of Earnings (Loss)   HTML     69K 
                Per Share) (Details)                                             
84: R66         Employee Stock And Savings Plan (Narrative)         HTML     45K 
                (Details)                                                        
85: R67         Other Information (Narrative) (Details)             HTML     31K 
86: R68         Other Information (Schedule Of Other Income         HTML     40K 
                (Expense)) (Details)                                             
87: R69         Other Information (Schedule Of Other Current        HTML     47K 
                Assets) (Details)                                                
88: R70         Other Information (Schedule Of Other Assets)        HTML     43K 
                (Details)                                                        
89: R71         Other Information (Schedule OF Other Current        HTML     31K 
                Liabilities) (Details)                                           
90: R72         Other Information (Schedule Of Other Long-Term      HTML     42K 
                Liabilities) (Details)                                           
91: R73         Other Information (Schedule Of Accumulated Other    HTML     40K 
                Comprehensive Loss) (Details)                                    
92: R74         Segment Data (Narrative) (Details)                  HTML     39K 
93: R75         Segment Data (Schedule Of Operating Segment         HTML     83K 
                Results) (Details)                                               
94: R76         Quarterly Results Of Operations (Schedule Of        HTML     99K 
                Quarterly Results Of Operations) (Details)                       
95: R77         Guarantor Subsidiaries (Schedule Of Guarantor       HTML    178K 
                Obligations, Balance Sheet) (Details)                            
96: R78         Guarantor Subsidiaries (Schedule Of Guarantor       HTML    230K 
                Obligations, Income Statement) (Details)                         
97: R79         Guarantor Subsidiaries (Schedule Of Guarantor       HTML    333K 
                Obligations, Cash Flow) (Details)                                
98: R80         Valuation and Qualifying Accounts (Narrative)       HTML     37K 
                (Details)                                                        
99: R81         Valuation and Qualifying Accounts (Details)         HTML     47K 
101: XML         IDEA XML File -- Filing Summary                      XML    184K  
100: EXCEL       IDEA Workbook of Financial Reports                  XLSX    142K  
13: EX-101.INS  XBRL Instance -- cco-20151231                        XML   5.02M 
15: EX-101.CAL  XBRL Calculations -- cco-20151231_cal                XML    352K 
16: EX-101.DEF  XBRL Definitions -- cco-20151231_def                 XML   1.02M 
17: EX-101.LAB  XBRL Labels -- cco-20151231_lab                      XML   2.23M 
18: EX-101.PRE  XBRL Presentations -- cco-20151231_pre               XML   1.73M 
14: EX-101.SCH  XBRL Schema -- cco-20151231                          XSD    215K 
102: ZIP         XBRL Zipped Folder -- 0001334978-16-000018-xbrl      Zip    343K

‘EX-10’ — 2012 Stock Incentive Plan Restricted Stock Unit Award Agreement

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Exhibit 10.27

Grantee: “participant name”

Grant Date: “grant date”

CLEAR CHANNEL OUTDOOR HOLDINGS, INC.

2012 STOCK INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”), made as of t this “grant date, DD” day of “grant date, MM” , ”grant date, YYYY” (the “Grant Date”) by and between Clear Channel Outdoor Holdings, Inc., a Delaware corporation (the “Company”), and “participant name” (the “Grantee”), evidences the grant by the Company of an award of restricted stock units (the “Award”) to the Grantee on such date and the Grantee’s acceptance of the Award in accordance with the provisions of the Clear Channel Outdoor Holdings, Inc. 2012 Stock Incentive Plan, as it may be amended from time to time (the “Plan”). All capitalized terms not defined herein shall have the meaning ascribed to them as set forth in the Plan. The Company and the Grantee agree as follows:

1. Grant of Award. Subject to the terms and conditions set forth herein and in the Plan, the Company hereby grants to the Grantee the Award, giving the Grantee the conditional right to receive “Shares granted” shares of Class A Common Stock of the Company (the “Shares”).

2. Vesting. Except as otherwise provided in this Agreement, the Award will vest with respect to 50% of the Shares on each of the third and fourth anniversary of the Grant Date (each a “Vesting Date”); provided, that, the Grantee is still employed by or providing services to the Company on each such Vesting Date.

3. Payment of Award. The Company shall, as soon as practicable upon the vesting of any portion of the Award (but in no event later than the date that is 2 1/2 months after the date such portion becomes vested), issue (if necessary) and transfer to the Grantee the Shares with respect to such vested portion of the Award, and shall deliver to the Grantee or have deposited in the Grantee’s brokerage account with the Company’s transfer agent or designated third-party administrator such Shares, at the Grantee’s election either electronically or represented by a certificate or certificates therefor, registered in the Grantee’s name. No Shares will be issued pursuant to this Award unless and until all legal requirements applicable to the issuance or transfer of such Shares have been complied with to the satisfaction of the Company.

4. Termination of Employment.

(a) If the Grantee’s employment or service is terminated due to death and such death occurs before this Award is vested in full, this Award shall automatically vest in full.

(b) If the Grantee’s employment or service is terminated due to Disability (as defined herein) or Retirement (as defined herein) and such Disability or Retirement, as the case may be, occurs prior to the date this Award is vested in full, for purposes of this Agreement only, the Grantee shall be treated, as if his employment or service continued with the Company until the date this Award would have vested in full under Section 2 (the “Extension Period”) and the Award will vest in accordance with the schedule set forth in Section 2; provided, that, if the Grantee dies during the Extension Period and the Restricted Stock has not otherwise been forfeited in accordance with this Agreement, this Award shall

K&E 25065826.8

automatically vest in full on the date of death; provided further, that notwithstanding any other provision of this Agreement or the Plan to the contrary, including, without limitation, Section 3, to the extent that this Award becomes vested in accordance with this Section 4(b), payment of the applicable portion of the Award shall in no event be later than the date that is 2 1/2 months after the date such portion becomes vested under this Section 4(b) in accordance with the schedule set forth in Section 2 (with each payment deemed a separate installment for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), to the extent such section of the Code is applicable).

For purposes of this Agreement, “Disability” shall mean (i) if the Grantee’s employment or service with the Company is subject to the terms of an employment or other service agreement between such Grantee and the Company, which agreement includes a definition of “Disability”, the term “Disability” shall have the meaning set forth in such agreement; and (ii) in all other cases, the term “Disability” shall mean a physical or mental infirmity which impairs the Grantee’s ability to perform substantially his or her duties for a period of one hundred eighty (180) consecutive days.

For purposes of this Agreement, “Retirement” shall mean the Grantee’s resignation from the Company on or after the date on which the sum of his/her (i) full years of age (measured as of his/her last birthday preceding the date of termination of employment or service) and (ii) full years of service with the Company (or any parent or subsidiary) measured from his date of hire (or re-hire, if later), is equal at least seventy (70); provided, that, the Grantee must have attained at least the age of sixty (60) and completed at least five (5) full years of service with the Company (or any parent or subsidiary) prior to the date of his/her resignation. Any disputes relating to whether the Grantee is eligible for Retirement under this Agreement, including, without limitation, years’ of service, shall be settled by the Committee in its sole discretion.

(c) If the termination of the Grantee’s employment or service is for any other reason, the then unvested portion of the Award shall be immediately forfeited without consideration and the Grantee shall have no further rights to such unvested portion of the Award hereunder. The Grantee’s status as an employee or other service-provider shall not be considered terminated in the case of a leave of absence agreed to in writing by the Company (including, but not limited to, military and sick leave); provided, that, such leave is for a period of not more than three months or re-employment or re-engagement upon expiration of such leave is guaranteed by contract or statute.

(d) Notwithstanding any other provision of this Agreement or the Plan to the contrary:

(i) If it is determined by the Committee that the Grantee engaged (or is engaging in) any activity that is harmful to the business or reputation of the Company (or any parent or subsidiary), including, without limitation, any “Competitive Activity” (as defined below) or conduct prejudicial to or in conflict with the Company (or any parent or subsidiary) or any material breach of a contractual obligation to the Company (or any parent or subsidiary) (collectively, “Prohibited Acts”), then, upon such determination by the Committee, the unvested portion of the Award shall be forfeited without consideration.

(ii) If it is determined by the Committee that the Grantee engaged in (or is engaging in) any Prohibited Act where such Prohibited Act occurred or is occurring within the one (1) year period immediately following the vesting of any portion of the Award, the Grantee agrees that he/she will repay to the Company any gain realized on the vesting of such portion of the Award (such gain to be valued as of the relevant Vesting Date(s) based on the Fair Market Value (as defined in Section 5.2 of the Plan) of the Shares vesting on the relevant Vesting Date). Such repayment obligation will be effective as of the date specified by the Committee. Any

repayment obligation must be satisfied in cash or, if permitted in the sole discretion of the Committee, in shares of Common Stock having a Fair Market Value equal to the gain realized upon vesting of such portion of the Award. The Company is specifically authorized to off-set and deduct from any other payments, if any, including, without limitation, wages, salary or bonus, that it may own the Grantee to secure the repayment obligations herein contained.

The determination of whether the Grantee has engaged in a Prohibited Act shall be determined by the Committee in good faith and in its sole discretion.

For purposes of this Agreement, the term “Competitive Activity” shall mean the Grantee, without the prior written permission of the Committee, anywhere in the world where the Company (or any parent or subsidiary) engages in business, directly or indirectly, (i) entering into the employ of or rendering any services to any person, entity or organization engaged in a business which is directly or indirectly related to the businesses of the Company or any parent or subsidiary (“Competitive Business”) or (ii) becoming associated with or interested in any Competitive Business as an individual, partner, shareholder, creditor, director, officer, principal, agent, employee, trustee, consultant, advisor or in any other relationship or capacity other than ownership of passive investments not exceeding 1% of the vote or value of such Competitive Business.

(e) The term “Company” as used in this Agreement with reference to the employment or service of the Grantee shall include the Company and its parent and subsidiaries, as appropriate.

5. Change in Control. Upon the occurrence of a Change in Control (as defined herein) of the Company, the unvested portion of this Award that remains outstanding at such time shall become immediately fully vested. For the purposes hereof, the term “Change in Control” of the Company shall mean a transaction or series of transactions that constitutes an “Exchange Transaction” within the meaning of the Plan (or such other event involving a change in ownership or control of the business or assets of the Company as the Board, acting in its sole discretion, may determine) but only to the extent such transaction or series of transactions constitutes a change in control pursuant to Section 409A of the Code and the regulations promulgated thereunder. For the avoidance of doubt, the determination of whether a transaction or series of transactions constitutes an Exchange Transaction within the meaning of the Plan shall be determined by the Board, acting in its sole discretion.

6. Withholding. The Grantee agrees that no later than each Vesting Date, the Grantee shall pay to the Administrator (or at the option of the Company, to the Company) such amount as the Company deems necessary to satisfy its obligation to withhold federal, state or local income or other taxes incurred with respect to the portion of the Award vesting on such Vesting Date. The Grantee may elect to pay to the Administrator (or at the option of the Company, to the Company) an amount equal to the amount of the taxes which the Company shall be required to withhold by delivering to the Administrator (or at the option of the Company, to the Company), cash, a check or at the sole discretion of the Company, shares of Common Stock having a Fair Market Value equal to the amount of the withholding tax obligation as determined by the Company.

7. Section 409A.

(a) It is the intent of the Company that the payments and benefits under this Agreement shall comply with, or be exempt from, Section 409A of the Code and applicable regulations and guidance thereunder (collectively, “Section 409A”) and accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance with, or be exempt from, Section 409A. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Grantee by Section 409A or for any damages for failing to comply with Section 409A.

(b) For purposes of Section 409A and to the extent Section 409A is applicable to any payment hereunder, Grantee’s right to receive any installment payment pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments.

(c) Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within 2 1/2 months following the date specified in Section 2”), the actual date of payment within the specified period shall be within the Company’s sole discretion.

(d) If Grantee is deemed on the date of termination to be a “specified employee” within the meaning of Section 409A(a)(2)(B) of the Code, any amounts to which Grantee is entitled under this Agreement that constitute “non-qualified deferred compensation” payable on “separation from service” under Section 409A and would otherwise be payable prior to the earlier of (i) the 6-month anniversary of the Employee’s date of termination and (ii) the date of the Employee’s death (the “Delay Period”) shall instead be paid in a lump sum immediately upon (and not before) the expiration of the Delay Period to the extent required under Section 409A.

8. Rights as a Stockholder. No Shares shall be issued under this Award until payment of the applicable tax withholding obligations have been satisfied or provided for to the satisfaction of the Company, and the Grantee shall have no rights as a stockholder with respect to any Shares covered by this Award until such shares are duly and validly issued by the Company to or on behalf of the Grantee.

9. Non-Transferability. This Award is not assignable or transferable except upon the Grantee’s death to a beneficiary designated by the Grantee in a manner prescribed or approved for this purpose by the Committee or, if no designated beneficiary shall survive the Grantee, pursuant to the Grantee’s will or by the laws of descent and distribution.

10. Limitation of Rights. Nothing contained in this Agreement shall confer upon the Grantee any right with respect to the continuation of his employment or service with the Company, or interfere in any way with the right of the Company at any time to terminate such employment or other service or to increase or decrease, or otherwise adjust, the compensation and/or other terms and conditions of the Grantee’s employment or other service.

11. Securities Representations. The Grantee agrees, by acceptance of this Award, that, upon issuance of any Shares hereunder, that, unless such Shares are then registered under applicable federal and state securities laws, (i) acquisition of such Shares will be for investment and not with a view to the distribution thereof, and (ii) the Company may require an investment letter from the Grantee in such form as may be recommended by Company counsel. The Company shall in no event be obliged to register any securities pursuant to the Securities Act of 1933 (as now in effect or as hereafter amended) or to take any other affirmative action in order to the issuance or transfer of Shares pursuant to this Award to comply with any law or regulation of any governmental authority.

12. Notice. Any notice to the Company provided for in this Agreement shall be addressed to it in care of its Secretary at its executive offices at Clear Channel Outdoor Holdings, Inc., 200 East Basse Road, San Antonio, Texas 78209-8328, and any notice to the Grantee shall be addressed to the Grantee at the current address shown on the payroll records of the Company. Any notice shall be deemed to be duly given if and when properly addressed and posted by registered or certified mail, postage prepaid.

13. Incorporation of Plan by Reference. This Award is granted pursuant to the terms of the Plan, the terms of which are incorporated herein by reference, and this Award shall in all respects be interpreted in

accordance with the Plan. The Committee shall interpret and construe the Plan and this Agreement and its interpretations and determinations shall be conclusive and binding on the parties hereto and any other person claiming an interest hereunder, with respect to any issue arising hereunder or thereunder. In the event of a conflict or inconsistency between the terms and provisions of the Plan and the provisions of this Agreement, the Plan shall govern and control.

14. Governing Law. This Agreement and the rights of all persons claiming under this Agreement shall be governed by the laws of the State of Delaware, without giving effect to conflicts of laws principles thereof.

15. Miscellaneous. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and may not be modified other than by written instrument executed by the parties. The issuance of the Awards or unrestricted Shares pursuant to this Agreement shall be subject to, and shall comply with, any applicable requirements of any foreign and U.S. federal and state securities laws, rules and regulations (including, without limitation, the provisions of the Securities Act, the Exchange Act and in each case any respective rules and regulations promulgated thereunder) and any other law or regulation applicable thereto. The Company shall not be obligated to issue any Shares pursuant to this Agreement if any such issuance would violate any such requirements. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument.

16. Consent. By signing this Agreement, the Grantee acknowledges and agrees that:

(a) The Company and the Company’s affiliates are permitted to hold and process personal (and sensitive) information and data about the Grantee as part of its personnel and other business records and may use such information in the course of such entity’s business.

(b) In the event that disclosure is required for the proper conduct of the business (as determined by the Company and the Company’s affiliates), the Company and the Company’s affiliates may disclose the information referenced in Section 16(a) to third parties, including when such entities are situated outside the European Economic Area.

(c) This Section 16 applies to information held, used or disclosed in any medium.

Grantee: “Participant Name”

Grant Date: ”grant date”

IN WITNESS WHEREOF, the Company has caused this Award to be executed under its corporate seal by its duly authorized officer. This Award shall take effect as a sealed instrument.

CLEAR CHANNEL OUTDOOR HOLDINGS, INC.

By:_________________________________

Name:______________________________

Title:_______________________________

Dated: “acceptance date”

Acknowledged and Agreed

“Electronic Signature”

Name: “Participant Name”

Address of Principal Residence:

____________________________________

Signature Page to Restricted Stock Unit Award Agreement

7 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/26/24  Clear Channel Outdoor Holdin… Inc 10-K       12/31/23  113:14M
 2/28/23  Clear Channel Outdoor Holdin… Inc 10-K       12/31/22  110:96M
 2/24/22  Clear Channel Outdoor Holdin… Inc 10-K       12/31/21  115:14M
 2/25/21  Clear Channel Outdoor Holdin… Inc 10-K       12/31/20  117:15M
 7/13/16  SEC                               UPLOAD¶    10/14/17    1:127K Clear Channel Outdoor Holdin… Inc
 6/22/16  SEC                               UPLOAD¶    10/14/17    1:137K Clear Channel Outdoor Holdin… Inc
 5/17/16  SEC                               UPLOAD¶    10/14/17    1:155K Clear Channel Outdoor Holdin… Inc

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Filing Submission 0001334978-16-000018 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)