Clear Channel Outdoor Holdings (CCO)

Mark Mays and Randall Mays

Under the terms of the Clear Channel Outdoor’s 2005 Stock Incentive Plan and related forms of stock option agreement and restricted stock award agreement, (a) upon (i) Messrs. M. Mays’ or R. Mays’ termination due to death, or (ii) a “Change in Control” (as defined above), any outstanding, unvested equity awards granted to the respective officer under the 2005 Stock Incentive Plan immediately vest, and (b) upon Messrs. M. Mays’ or R. Mays’ termination due to a Disability (as defined below), any outstanding, unvested equity awards granted to the respective officer under the 2005 Stock Incentive Plan continue to vest, in general, in accordance with the respective award’s vesting schedule. In Messrs. M. Mays’ or R. Mays’ case, “Disability” means a physical or mental infirmity that impairs his ability to perform substantially his duties for a period of one hundred eighty (180) consecutive days.

Additionally, under the terms of the Clear Channel Outdoor’s 2005 Stock Incentive Plan and related forms of stock option agreement and restricted stock award agreement, upon the “Retirement” (as defined below) of any named executive officer, his outstanding, unvested equity awards will continue to vest, in general, in accordance with the respective award’s vesting schedule. “Retirement” means the named executive officer’s resignation from Clear Channel Outdoor on or after the date on which the sum of his (a) full years of age (measured as of his last birthday preceding the date of termination of employment or service) and (b) full years of service with Clear Channel Outdoor measured from his date of hire (or re-hire, if later), is equal at least seventy (70); provided, that, the named executive officer must have attained at least the age of sixty (60) and completed at least five (5) full years

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of service with Clear Channel Outdoor prior to the date of his resignation. Mr. Meyer is the only named executive officer that meets the “retirement” eligibility requirements under the Plan.

As briefly indicated above, the Clear Channel Outdoor’s 2005 Stock Incentive Plan and related forms of stock option agreement and restricted stock award agreement contain a “single trigger” change in control provision pursuant to which all outstanding, unvested equity awards are subject to accelerated vesting upon a change in control of Clear Channel Outdoor. The Committee believes that a “single trigger” change in control provision (a) provides a powerful retention device during change in control discussions, and (b) ensures our key employees are not deprived of the benefits that they earned or reasonably should expect to receive if there was no change in control.

The table below quantifies the potential payments to the named executive officers upon (a) termination of their employment, and (b) a change of control of Clear Channel Outdoor.