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Grantee: Christopher William Eccleshare
Grant Date: June 3, 2019
CLEAR CHANNEL OUTDOOR HOLDINGS, INC.
2012 AMENDED AND RESTATED STOCK INCENTIVE PLAN
RESTRICTED STOCK UNIT AWARD AGREEMENT
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the Agreement), made as of this 3rd day of June, 2019 (the Grant Date) by and between Clear Channel Outdoor Holdings, Inc., a Delaware corporation (the Company), and Christopher William Eccleshare (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 Grantees acceptance of the Award in accordance with the provisions of the Clear Channel Outdoor Holdings, Inc. 2012 Amended and Restated 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 293,542 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 one-third (1/3) of the Shares on each of December 31, 2019, December 31, 2020, and December 31, 2021 (each a Vesting Date); provided, that, the Grantee is still employed by or providing services to the Company on each such Vesting Date, subject to the provisions of Section 8 of that certain Employment Agreement between the Company and the Grantee, dated March 4, 2019 (the Employment Agreement).
3. Dividend Equivalents. The Award is granted together with dividend equivalent rights, which dividend equivalent rights will be (a) paid in the same form (cash or stock) in which such dividends are paid to the stockholders and (b) subject to the same vesting and forfeiture provisions as set forth in Section 2. Any payments made pursuant to dividend equivalent rights will be paid in either cash or in shares of Common Stock, or any combination thereof, effective as of the date of settlement under Section 4 below.
4. 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 Grantees brokerage account with the Companys transfer agent or designated third-party administrator such Shares, at the Grantees election either electronically or represented by a certificate or certificates therefor, registered in the Grantees 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.