Item 5.02 - Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 7, 2022,
Townsquare Media, Inc. (the “Company”) entered into an Amended and Restated Employment Agreement with each of Bill Wilson,
Chief Executive Officer, Stuart Rosenstein, Chief Financial Officer, and Erik Hellum, Chief Operating Officer (collectively, the “A&R
Employment Agreements”).
Each A&R Employment Agreement
provides for an initial term that commenced on October 7, 2022 (the “Commencement Date”) and will end on the fifth anniversary
of the Commencement Date, subject to automatic renewal for one-year periods unless either party provides written notice of non-renewal.
The A&R Employment Agreements also establish each executive’s base salary and target annual bonus at the following levels:
for Mr. Wilson, an annual base salary of $1,450,000, a target annual bonus opportunity of 100% of base salary; for Mr. Rosenstein,
an annual base salary of $850,000 and a target annual bonus opportunity of 80% of base salary; and for Mr. Hellum, an annual base
salary of $700,000 and a target bonus opportunity of 85.7% of base salary, in each case, with respect to the annual base salary and target
bonus, retroactive to January 1, 2022. In addition, Mr. Wilson’s agreement provides for a lump sum cash sign-on bonus
of $1,450,000, subject to clawback in the event Mr. Wilson’s employment is terminated by the Company for Cause (as defined
in the A&R Employment Agreement) or by Mr. Wilson without Good Reason (as defined in the A&R Employment Agreement) within
one year following the Commencement Date.
The A&R Employment Agreements
provide that in the event of the executive’s termination by the Company without Cause, by the executive for Good Reason or due
to non-renewal of the executive’s Employment Term (as defined therein), subject to each executive’s execution and non-revocation
of a general release, each executive would be entitled to receive: (i) a prorated portion of the annual bonus for the year of termination;
(ii) severance pay in an amount equal to, in the case of Mr. Wilson, one and one-half times the sum of his base salary and
target bonus, and in the case of Messrs. Rosenstein and Hellum, one times the sum (each such multiple, the “Severance Multiple”)
of such executive’s base salary and target bonus, payable in substantially equal installments during the 12-month period following
termination; (iii) the full amount of premiums incurred under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended
(“COBRA”), by such executive for a maximum of 18 months following termination (the “Benefits Continuation Period”),
subject to timely election under COBRA; and (iv) the vesting of 50% of any equity awards that are unvested as of the separation
date. If an executive’s employment is terminated by the Company without Cause or by the executive for Good Reason within (a) 24
months following a Change in Control (as defined in the Townsquare Media, Inc. 2014 Omnibus Incentive Plan) or 12 months prior to
a Change in Control for Mr. Wilson and 12 months following a Change in Control or six months prior to a Change in Control for Messrs. Rosenstein
and Hellum, subject to the executive’s execution and non-revocation of a general release, the executive will be entitled to the
payments described above; provided, however, (i) the Severance Multiple will be increased to two and one-half times for Mr. Wilson
and to two times for Messrs. Rosenstein and Hellum, (ii) 100% of such executive’s unvested equity awards will become
immediately and fully vested and exercisable, and (iii) the Benefits Continuation Period will be increased to 24 months.
Each of Messrs. Wilson,
Rosenstein and Hellum are subject to perpetual confidentiality and non-disparagement covenants and customary non-solicitation and non-competition
covenants that apply during the executive’s employment with the Company and for a period of 24 months following a termination.
The foregoing description
of the A&R Employment Agreements are qualified in their entirety by reference to the full text of the agreements filed as Exhibits
10.1, 10.2 and 10.3 to this Current Report on Form 8-K, which are incorporated by reference into this Item 5.02.