AUDACY ACQUISITION EQUITY COMPENSATION PLAN
As Amended and Restated
1. Purpose of Plan. This Audacy Acquisition Equity Compensation Plan (the Plan) was assumed by Audacy Inc., a Pennsylvania corporation (the Company) in connection with the merger of QL Gaming Group, LLC (formerly RotoQL, Inc.) and a merger subsidiary of the Company. The Plan is designed to offer employees, directors, Consultants (as hereinafter defined) and Non-Employee Directors (as hereinafter defined) of the Company and its Affiliates (as hereinafter defined) as may be selected in the sole discretion of the Committee (or, in the absence of the Committee, the Board) a greater stake and closer identity with the Company and its Affiliates through Awards (each, as hereinafter defined). The Plan is intended to advance the best interests of the Company by providing those persons who have a substantial responsibility for the management and growth of the Company and its Affiliates with additional incentives by allowing them to acquire an ownership interest in the Company and thereby encouraging such persons to continue to remain employed by, or in the service of, and increase the value of, the Company or its Affiliates. The availability and offering of the Awards under the Plan also increases the Companys ability to attract and retain individuals of exceptional managerial talent upon whom, in large measure, the sustained progress, growth and profitability of the Company and its Affiliates depends.
2. Definitions. Certain terms used in the Plan have the meanings set forth below:
Affiliate means any parent or majority-owned subsidiary of the Company, as such terms are defined in Rule 405 of the Securities Act. The Committee shall have the authority to determine the time or times at which parent or majority-owned subsidiary status is determined within the foregoing definition.
Award means a grant or sale, as applicable, of an Incentive Stock Option, a Non- Qualified Option, SAR, Restricted Stock or shares of Common Stock to a Participant under the terms of this Plan. Each such Award shall be made pursuant to the terms of an award agreement (the Award Agreement) between the Company and the Participant which will specify the terms of such Award, including, without limitation, the vesting requirements, if any, applicable to such Award.
Board means the Companys board of directors.
Cause, when used in connection with the termination of a Participants employment or other service with the Company or an Affiliate, shall have the meaning given to such term in any employment or other agreement between such Participant and the Company or an Affiliate, as applicable, or with respect to members of the Board, Cause shall have the meaning set forth in applicable law, if any. In the event that such term is not defined in such agreement or in the absence of any such agreement or applicable law, Cause shall mean the following:
(i) The Participants willful failure to perform his duties and responsibilities to the Company (or a successor, if appropriate), or refusal to perform any lawful and reasonable directive of the Board;
(ii) The Participants material misconduct, including without limitation commission of any act of fraud, embezzlement, dishonesty, moral turpitude, misappropriation of funds, breach of fiduciary duty, duty of loyalty and fidelity or any other willful misconduct, whether or not related to the performance of the Participants duties or responsibilities to the Company, or any act that affects the Companys reputation in a manner that may reasonably be expected to have a material adverse effect on the business, prospects, assets (including intangible assets), liabilities, financial condition, property or results of operation of the Company;