On May 10, 2022, the Company approved the Audacy 2022 Equity Compensation Plan (the “Plan”) and terminated the existing Audacy Equity Compensation Plan and the Audacy Acquisition Equity Compensation Plan, subject to the continued

vesting of equity awards that were still outstanding under those plans. The Plan will continue in effect for a term of ten years unless terminated or amended earlier pursuant to the termination provisions under the Plan.

Under the Plan, the Company is permitted to grant Incentive Stock Options, Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units and Dividend Equivalents. The maximum aggregate number of shares that may be issued under the Plan is equal to 11.75 million shares. As of December 31, 2022, the shares available for grant were 9.8 million shares.

The measurement and recognition of compensation expense, for all share-based payment awards made to employees and directors, is based on estimated fair values. The fair value is determined at the time of grant: (i) using the Company’s stock price for RSUs; (ii) using the Black Scholes model for options and (iii) and using a Monte Carlo simulation lattice model for RSUs with service and market conditions . The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in the Company’s consolidated statements of operations. Forfeitures are recognized as they occur.

The following is a summary of the changes in RSUs under the Plans during the current period:


	Period Ended	Number of Restricted Stock Units		Weighted Average Purchase Price		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value as of December 31, 2022
	(amounts in thousands)
RSUs outstanding as of:	December 31, 2021	7,342
RSUs awarded	December 31, 2022	1,776
RSUs released	December 31, 2022	(2,371)
RSUs forfeited	December 31, 2022	(677)
RSUs outstanding as of:	December 31, 2022	6,070		$	—	0.8	$	1,311
RSUs vested and expected to vest as of:	December 31, 2022	6,070		$	—	0.8	$	1,303
RSUs exercisable (vested and deferred) as of:	December 31, 2022	5		$	—	0.0	$	1
Weighted average remaining recognition period in years		1.4
Unamortized compensation expense		$	8,539

The following table presents additional information on RSU activity:


	Years Ended December 31,
	2022				2021				2020
	Shares		Amount		Shares		Amount		Shares		Amount
	(amounts in thousands, except per share data)
RSUs issued	1,776		$	2,742	3,513		$	10,836	3,793		$	10,073
RSUs forfeited - service based	(677)		(2,674)		(233)		(678)		(403)		(624)
Net RSUs issued and increase (decrease) to paid-in capital	1,099		$	68	3,280		$	10,158	3,390		$	9,449
Weighted average grant date fair value per share	$	1.54			$	3.08			$	2.66
Fair value of shares vested per share	$	3.88			$	7.49			$	7.55
RSUs vested and released	2,371				1,477				1,712

The Company issued RSUs with service and market conditions that are included in the table above. These shares vest if: (i) the Company’s stock achieves certain shareholder performance targets over a defined measurement period; and (ii) the employee fulfills a minimum service period. The compensation expense is recognized even if the market conditions are not satisfied and are only reversed in the event the service period is not met. These RSUs are amortized over the longest of the explicit, implicit or derived service periods, which range from approximately one to three years.

The following table presents the changes in outstanding RSUs with market conditions:


	Years Ended December 31,
	2022		2021		2020
	(amounts in thousands, except per share data)
Reconciliation of RSUs with Service And Market Conditions
Beginning of period balance	31		—		70
Number of RSUs granted	750		31		—
Number of RSUs forfeited	(31)		—		(70)
Number of RSUs vested	—		—		—
End of period balance	750		31		—
Weighted average fair value of RSUs granted with market conditions	$	0.96	$	1.34	$	—

The fair value of RSUs with service conditions is estimated using the Company’s closing stock price on the date of the grant. To determine the fair value of RSUs with service and market conditions, the Company used the Monte Carlo simulation lattice model. The Company’s determination of the fair value was based on the number of shares granted, the Company’s stock price on the date of grant and certain assumptions regarding a number of highly complex and subjective variables. If other reasonable assumptions were used, the results could differ.

(2)Risk-Free Interest Rate - The Company estimated the risk-free interest rate based upon the implied yield available on U.S. Treasury issues using the Treasury bond rate as of the date of grant.

In addition to the RSUs included in the table above summarizing the activity in RSUs under the Plans, the Company issued RSUs with both service and performance conditions. Vesting of performance-based awards, if any, is dependent upon the achievement of certain performance targets. If the performance standards are not achieved, all unvested shares will expire and any accrued expense will be reversed. The Company determines the requisite service period on a case-by-case basis to determine the expense recognition period for non-vested performance based RSUs. The fair value is determined based upon the closing price of the Company’s common stock on the date of grant. The Company applies a quarterly probability assessment in computing its non-cash compensation expense and any change in the estimate is reflected as a cumulative adjustment to expense in the quarter of the change.

There was no option activity in the year ended December 31, 2022.


	Period Ended	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Intrinsic Value as of December 31, 2022
	(amounts in thousands, except per share data)
Options outstanding as of:	December 31, 2021	609		$	11.33

Options exercised	December 31, 2022	—		—


Options outstanding as of:	December 31, 2022	609		$	11.33	1.8	$	—
Options vested and expected to vest as of:	December 31, 2022	609		$	11.33	1.8	$	—
Options vested and exercisable as of:	December 31, 2022	609		$	11.33	1.8	$	—
Weighted average remaining recognition period in years		0
Unamortized compensation expense		$	—

The following table summarizes significant ranges of outstanding and exercisable options as of the current period:


Range of Exercise Prices			Options Outstanding				Options Exercisable
			Number of Options Outstanding December 31, 2022	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price		Number of Options Exercisable December 31, 2022	Weighted Average Exercise Price


From	To
$3.54	$	7.01	66,775	6.5	$	5.40	66,775	$	5.40
$9.66	$	13.98	542,582	1.2	$	12.06	542,582	$	12.06
$0.17	$	13.98	609,357	1.8	$	11.33	609,357	$	11.33

The following table provides summary information on the granting and vesting of options:


	Years Ended December 31,
Option Issuance and Exercise Data	2022				2021				2020
	(amounts in thousands except for per share and years)
	From		To		From		To		From		To
Exercise price range of options issued	$	—	$	—	$	—	$	—	$	—	$	—
Upon vesting, period to exercise in years	0		0		0		0		0		0
Fair value per share upon grant	$	—			$	—			$	—
Number of options granted	—				—				—
Intrinsic value per share upon exercise	$	—			$	4.07			$	—
Intrinsic value of options exercised	$	—			$	814			$	—
Tax benefit from options exercised	$	—			$	217			$	—
Cash received from exercise price of options exercised	$	—			$	86			$	—

The Company estimates the fair value of option awards on the date of grant using an option-pricing model. The Company used the straight-line single option method for recognizing compensation expense, which was reduced for estimated forfeitures based on awards ultimately expected to vest. The Company’s determination of the fair value of share-based payment awards on the date of grant using an option-pricing model is affected by the Company’s stock price, as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, the Company’s expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. Option-

pricing models were developed for use in estimating the value of traded options that have no vesting or hedging restrictions and are fully transferable. The Company’s stock options have certain characteristics that are different from traded options, and changes in the subjective assumptions could affect the estimated value.

For options granted, the Company used the Black-Scholes option-pricing model and determined: (i) the term by using the simplified plain-vanilla method as the Company’s employee exercise history may not be indicative for estimating future exercises; (ii) a historical volatility over a period commensurate with the expected term, with the observation of the volatility on a daily basis; (iii) a risk-free interest rate that was consistent with the expected term of the stock options and based on the U.S. Treasury yield curve in effect at the time of the grant; and (iv) an annual dividend yield based upon the Company’s most recent quarterly dividend at the time of grant.

The following non-cash stock-based compensation expense, which is related primarily to RSUs, is included in each of the respective line items in the Company’s statement of operations:


	Years Ended December 31,
	2022		2021		2020
	(amounts in thousands)
Station operating expenses	$	3,290	$	4,181	$	2,348
Corporate general and administrative expenses	5,039		8,753		6,907
Stock-based compensation expense included in operating expenses	8,329		12,934		9,255
Income tax benefit (1)	1,656		2,929		2,222
After-tax stock-based compensation expense	$	6,673	$	10,005	$	7,033