Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.


On June 4, 2020, iHeartMedia, Inc. (the "Company") entered into employment agreement amendments with each of Robert W. Pittman, the Company's Chairman of the Board and Chief Executive Officer, and Richard J. Bressler, the Company's President, Chief Operating Officer and Chief Financial Officer (each, an "Executive"). Pursuant to these amendments, the Company eliminated the Internal Revenue Code Section 280G "golden parachute" tax gross-up provisions that were contained in the Executives' original employment agreements.

This description of the amendments is only a summary and is qualified in its entirety by reference to the full text of the amendments, which are attached hereto as Exhibits 10.1 and 10.2 and which are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits




 Exhibit
   No.                                       Description

   10.1            Second Amendment to Amended and Restated Employment Agreement, by
                 and between iHeartMedia, Inc. and Robert Pittman, dated June 4,
                 2020.

   10.2            Second Amendment to Employment Agreement, by and between
                 iHeartMedia, Inc. and Richard Bressler, dated June 4, 2020.

   104           Cover Page Interactive File (the cover page tags are embedded within
                 the Inline XBRL document).

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