UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Executive Cash Incentive Bonus Plan
On May 12, 2023, the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Entravision Communications Corporation (the “Company”), approved the adoption of the Company’s Executive Cash Incentive Bonus Plan (the “Bonus Plan”). Under the Bonus Plan, the Compensation Committee may select key executives of the Company (the “Executives”) to be eligible to receive periodic cash bonuses based on the attainment of corporate and/or individual performance goals established by the Compensation Committee. The participants in the Bonus Plan include each of the Company’s current "named executive officers": Christopher Young, the Company's Interim Chief Executive Officer, Chief Financial Officer and Treasurer; Jeffery Liberman, the Company's President and Chief Operating Officer; Karl Meyer, the Company's Chief Revenue Officer; and Juan Saldívar von Wuthenau, the Company's Chief Digital, Strategy and Accountability Officer.
The foregoing description of the Bonus Plan does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Bonus Plan, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
(e) Executive Severance and Change in Control Plan
On May 12, 2023, the Compensation Committee approved the adoption of the Company's Executive Severance and Change in Control Plan (the “Severance Plan”), in which key executives of the Company that are selected by the Committee participate, subject to their execution of a participation agreement.
The Severance Plan provides that upon a (A) termination by the Company other than for “cause” or (B) resignation for “good reason”, as each term is defined in the Severance Plan, in each case outside of the “change in control period” (i.e., the period starting three months prior to, and ending two years after, a “change in control,” as defined in the Severance Plan), an eligible participant (who will be designated as a Group I executive, Group II executive or Group III executive by the Compensation Committee) will be entitled to receive, subject to the execution and delivery of an effective and irrevocable release of claims in favor of the Company and continued compliance with all applicable restrictive covenants:
The Severance Plan also provides that upon a (A) termination by the Company other than for cause or (B) resignation for good reason, in each case within the change in control period, an eligible participant will be entitled to receive, in lieu of the payments and benefits above and subject to the execution and delivery of an effective and irrevocable release of claims in favor of the Company and continued compliance with all applicable restrictive covenants:
The foregoing description of the Severance Plan does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Severance Plan, a copy of which is attached hereto as Exhibit 10.2 and incorporated herein by reference.
(e) Executive Compensation Letter and Participation Agreement with Christopher Young
On May 12, 2023, the Company entered into an executive compensation letter agreement with Mr. Young (the "Young Compensation Letter"), pursuant to which he will continue to serve as the Company’s Interim Chief Executive Officer, Chief Financial Officer and Treasurer. This agreement, effective as of May 12, 2023, replaces an employment agreement with Mr. Young, which agreement was entered into effective as of January 1, 2022. The Young Compensation Agreement provides for compensation on substantially similar terms as Mr. Young’s prior employment agreement, including an initial base salary of $670,000 per year. Mr. Young is eligible to receive an annual bonus in a target amount equal to 60% of Executive’s base salary, determined in accordance with the Bonus Plan, and is also eligible for equity incentive grants under the Company’s equity incentive plans.
Additionally, on May 12, 2023, the Company entered into a participation agreement with Mr. Young (the "Young Participation Agreement"), pursuant to which Mr. Young agrees to participate in the Severance Plan as a Group II executive.
The foregoing descriptions do not purport to be complete and are subject to, and qualified in their entirety by reference to, the full text of the Young Compensation Letter and the Young Participation Agreement, copies of which are attached hereto as Exhibit 10.3 and Exhibit 10.4, respectively, and incorporated herein by reference.
(e) Executive Compensation Letter and Participation Agreement with Jeffery Liberman
On May 11, 2023, the Company entered into an executive compensation letter agreement with Mr. Liberman (the "Liberman Compensation Letter"), pursuant to which he will continue to serve as the Company’s President and Chief Operating Officer. This agreement, effective as of May 12, 2023, replaces an employment agreement with Mr. Liberman, which agreement was entered into effective as of March 1, 2020 and amended effective as of March 1, 2023. The Liberman Compensation Agreement provides for compensation on substantially similar terms as Mr. Liberman's prior employment agreement, including an initial base salary of $750,000 per year. Mr. Liberman is eligible to receive an annual bonus in a target amount equal to 60% of Executive’s base salary, determined in accordance with the Bonus Plan, and is also eligible for equity incentive grants under the Company’s equity incentive plans.
Additionally, on May 14, 2023, the Company entered into a participation agreement with Mr. Liberman (the "Liberman Participation Agreement"), pursuant to which Mr. Liberman agrees to participate in the Severance Plan as a Group II executive.
The foregoing descriptions do not purport to be complete and are subject to, and qualified in their entirety by reference to, the full text of the Liberman Compensation Letter and the Liberman Participation Agreement, copies of which are attached hereto as Exhibit 10.5 and Exhibit 10.6, respectively, and incorporated herein by reference.
(e) Executive Compensation Letter and Participation Agreement with Karl Meyer
On May 14, 2023, the Company entered into an executive compensation letter agreement with Mr. Meyer (the "Meyer Compensation Letter"), pursuant to which he will continue to serve as the Company’s Chief Revenue Officer. This agreement, effective as of May 12, 2023, replaces an employment agreement with Mr. Meyer, which agreement was entered into effective as of May 1, 2022. The Meyer Compensation Agreement provides for compensation on substantially similar terms as Mr. Meyer's prior employment agreement, including an initial base salary of $628,300 per year. Mr. Meyer is eligible to receive an annual bonus in a target amount equal to 60% of Executive’s base salary, determined in accordance with the Bonus Plan, and is also eligible for equity incentive grants under the Company’s equity incentive plans.
Additionally, on May 14, 2023, the Company entered into a participation agreement with Mr. Meyer (the "Meyer Participation Agreement"), pursuant to which Mr. Meyer agrees to participate in the Severance Plan as a Group II executive.
The foregoing descriptions do not purport to be complete and are subject to, and qualified in their entirety by reference to, the full text of the Meyer Compensation Letter and the Meyer Participation Agreement, copies of which are attached hereto as Exhibit 10.7 and Exhibit 10.8, respectively, and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(e) Exhibits.
10.1 |
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10.2 |
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Entravision Communications Corporation Executive Severance and Change in Control Plan |
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10.3 |
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10.4 |
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10.5 |
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10.6 |
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Participation Agreement effective as of May 14, 2023 by and between the Company and Jeffery Liberman |
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10.7 |
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10.8 |
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Participation Agreement effective as of May 14, 2023 by and between the Company and Karl Meyer |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Management contract or compensatory plan, contract or arrangement.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Entravision Communications Corporation |
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Date: |
May 17, 2023 |
By: |
/s/ Christopher Young |
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Christopher Young |
Exhibit 10.1
Entravision communications corporation
EXECUTIVE CASH INCENTIVE BONUS PLAN
This Executive Cash Incentive Bonus Plan (the “Incentive Plan”) is intended to provide an incentive for superior work and to motivate eligible executives of Entravision Communications Corporation (the “Company”) and its subsidiaries toward even higher achievement and business results, to tie their goals and interests to those of the Company and its stockholders and to enable the Company to attract and retain highly qualified executives. The Incentive Plan is for the benefit of Covered Executives (as defined below).
From time to time, the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) may select certain key executives (the “Covered Executives”) to be eligible to receive bonuses hereunder. Participation in this Plan does not change the “at will” nature of a Covered Executive’s employment with the Company.
The Compensation Committee shall have the sole discretion and authority to administer and interpret the Incentive Plan.
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The Company reserves the right to amend or terminate the Incentive Plan at any time in its sole discretion.
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Exhibit 10.2
ENTRAVISION COMMUNICATIONS CORPORATION
Executive SEVERANCE AND CHANGE IN CONTROL pLAN
The Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Entravision Communications Corporation (the “Company”) has determined that the Entravision Communications Corporation Executive Severance and Change in Control Plan (this “Plan”) should be adopted to reinforce and encourage the continued attention and dedication of the Company’s Covered Executives (as defined in Section 1 hereof) to their assigned duties in the event of an involuntary termination of employment, either before or after a Change in Control (as defined in Section 1 hereof). Nothing in this Plan shall be construed as creating an express or implied contract of employment and nothing shall alter the “at will” nature of the Covered Executives’ employment with the Company.
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ACTIVE/121356823
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ACTIVE/121356823
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All Covered Executives who have executed and submitted to the Company a Participation Agreement are eligible to participate in this Plan (as a member of their designated Group). Following the designation of a Covered Executive as a Group I Executive, Group II Executive or Group III Executive, such Covered Executive may not, without the prior written consent of the Covered Executive, have such Covered Executive’s designation be removed or re-designated to a different group. Notwithstanding the foregoing, if a Covered Executive ceases to be an executive or employee of the Company for any reason other than the termination of such Covered Executive’s employment by the Company without Cause or by the Covered Executive for Good Reason, then such individual shall immediately cease to be a Covered Executive and shall no longer have any rights pursuant to this Plan.
If the employment of a Covered Executive is terminated outside of the Change in Control Period either by the Company without Cause or by the Covered Executive for Good Reason, then, in addition to the Accrued Benefits, and subject to the Covered Executive’s execution of a Separation Agreement and Release and such Separation Agreement and Release becoming irrevocable, all within the time frame set forth in the Separation Agreement and Release but in no event to exceed 60 days from the Date of Termination:
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ACTIVE/121356823
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The amounts payable under Sections 4(a)(i), 4(b)(i) and 4(c)(i) shall be paid out in single lump sum within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments, to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid in the second calendar year by the last day of such 60-day period. The amounts payable under Sections 4(a)(iv), 4(b)(iv) and 4(c)(iv), to the extent taxable, shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over 12 months, commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments, to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination The amounts payable under Sections 4(a)(ii), 4(b)(ii) and 4(c)(ii) shall be paid in one lump sum at the time that the Company pays annual bonuses to similar executives who do not experience a termination of
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employment (but in no event later than March 15 of the calendar year following the Covered Executive’s Date of Termination). Each payment pursuant to this Plan is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).
Notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, in the event that any stock options, restricted stock units, or other stock-based awards held by a Covered Executive are not assumed, substituted, or continued by the acquiror in connection with a Change in Control pursuant to the terms of the 2004 Equity Incentive Plan, the unvested portion of Time-Based Equity Awards shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of immediately prior to a Change in Control.
If the employment of a Covered Executive is terminated during the Change in Control Period either by the Company without Cause or by the Covered Executive for Good Reason, then, in addition to the Accrued Benefits, subject to the Covered Executive’s execution of a Separation Agreement and Release and such Separation Agreement and Release becoming irrevocable, all within the time frame set forth in the Separation Agreement and Release but in no event to exceed 60 days from the Date of Termination:
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The amounts payable under Sections 6(a)(i), 6(a)(ii), 6(b)(i), 6(b)(ii), 6(c)(i) and 6(c)(ii) shall be paid in a single lump sum within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments, to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid in the second calendar year by the last day of such 60-day period. The amounts payable under Sections 6(a)(iv), 6(b)(iv) and 6(c)(iv), to the extent taxable, shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over 18 or 12 months (as applicable), commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments, to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Plan is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).
For the avoidance of doubt, the severance pay and benefits provided in this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 4, and no Covered Executive shall be entitled to the severance pay and benefits under both Section 4 and 6 hereof.
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(i) if the Covered Executive is not the Chief Executive Officer of the Company:
Attention: Chief Executive Officer
Entravision Communications Corporation
2425 Olympic Boulevard, Suite 6000 West
Santa Monica, California 90404
with a copy to:
Attention: General Counsel
Entravision Communications Corporation
2425 Olympic Boulevard, Suite 6000 West
Santa Monica, California 90404
(ii) if the Covered Executive is the Chief Executive Officer of the Company:
Attention: Chair of the Board of Directors
Entravision Communications Corporation
2425 Olympic Boulevard, Suite 6000 West
Santa Monica, California 90404
with a copy to:
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ACTIVE/121356823
Attention: General Counsel
Entravision Communications Corporation
2425 Olympic Boulevard, Suite 6000 West
Santa Monica, California 90404
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ACTIVE/121356823
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ACTIVE/121356823
Exhibit 10.3
EXECUTIVE COMPENSATION LETTER
This Executive Compensation Letter (this “Letter”) set forth the terms of employment between Entravision Communications Corporation (the “Company”), and Christopher Young (the “Executive”), effective as of May 12, 2023 (the “Effective Date”).
1. Position. Executive will serve as the Company’s Interim Chief Executive Officer for such time as designated by the Board of Directors of the Company (the “Board”) and in such role will report directly to the Board. Executive will serve as the Company’s Chief Financial Officer, will report directly to the Company’s Chief Executive Officer (the “CEO”) and will perform such duties as are customarily performed by such position, including the duties as may be assigned from time to time that are consistent with such position. The principal location at which Executive is required to provide services to the Company during the term of employment will be the Company’s corporate office in Santa Monica, California.
2. Compensation and Benefits.
a. Salary. Executive will receive a gross base annual salary of $670,000, payable in installments according to the Company’s regular paydays, less any applicable tax deductions and withholding (the “Base Annual Compensation”).
b. Bonus. Executive is eligible to receive an annual bonus in a target amount equal to 60% of Executive’s base salary, determined in accordance with the Company’s executive bonus plan in effect for the applicable calendar year.
c. Benefits. Executive is eligible to participate in the Company’s benefit programs and plans, as may be amended from time to time. The Company will pay for the cost of medical and dental coverage for Executive and Executive’s dependents under the Company’s established medical and dental benefit plans at no cost to Executive. During the Employment Term, the Company will pay a portion of the expense of life insurance coverage maintained by Executive in an amount to be agreed upon.
d. Time Off and Holidays. Executive will be entitled to discretionary time off in accordance with the policies established by the Company for its employees, as may be amended from time to time. Executive will also be entitled to the paid holidays as set forth in the Company’s policies.
e. Automobile Allowance. Executive will receive $1,000 per month as an allowance in respect of automobile expenses, payable in accordance with the Company’s payroll policies.
f. Equity Incentive Grants. Executive is eligible for equity incentive grants under the Entravision Communications Corporation 2004 Equity Incentive Plan, subject to the discretion of the Compensation Committee of the Board of Directors of the Company.
g. Expenses. The Company will reimburse Executive for all necessary and reasonable expenses incurred by Executive as a direct consequence of the performance of Executive’s duties for the Company, in accordance with the Company’s employment policies and
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subject to Executive’s submission of receipts and applicable documentation in accordance with the Company’s policies.
3. At-Will Employment. Executive’s employment with the Company will be on an “at will” basis, meaning that either Executive or the Company may terminate Executive’s employment at any time with or without cause or advance notice. Nothing in this letter or in any document or statement, and nothing implied from any course of conduct, will limit the Company’s or Executive’s right to terminate Executive’s at-will employment with the Company.
4. Severance. Executive is designated as a “Covered Executive” for purposes of the Company’s Executive Severance and Change in Control Plan (the “Severance Plan”) and Executive will be eligible for severance benefits thereunder in accordance with the terms and conditions of the Severance Plan.
5. Employee Handbook and Covenants Agreements. Executive is required, as a condition to and in consideration of employment, and continued employment, with Entravision, to sign and acknowledge receipt of Entravision’s Employee Handbook and Executive’s agreement to comply with Entravision’s employment policies as well as Entravision’s agreements applicable to confidentiality, non-solicitation and other employment covenants.
6. Obligations to the Company. Executive will devote their entire productive time, ability and attention to the Company’s business during the term of employment. Executive will not engage in any other business duties or pursuits whatsoever, or directly or indirectly render any services of a business, commercial or professional nature to any other person or organization, whether for compensation or otherwise, without the prior written consent of the CEO. The foregoing will not preclude Executive from engaging in appropriate civic, charitable or religious activities or from devoting a reasonable amount of time to passive private investments or from serving on the boards of directors of other entities (provided that any director position will require the prior written consent of the CEO), as long as such activities and/or services do not interfere or conflict with Executive’s responsibilities to the Company. Executive will not directly or indirectly acquire, hold or retain any interest in any business competing with or similar in nature to the business of the Company, or which in any other way creates a conflict of interest, except for up to one percent (1%) ownership interests in public companies. During the term of employment, Executive will not in any way engage or participate in any business that is in competition with the Company. In performing job duties, Executive will abide by all applicable federal, state and local laws, as well as the Company’s bylaws, rules, regulations and policies, as may be amended from time to time.
7. Miscellaneous.
a. Indemnification. The Company will indemnify Executive consistent with the Company’s other executive officers and its legal obligations under California Labor Code Section 2802.
b. Entire Agreement. This letter, together with applicable additional employment agreements such as those related to arbitration, confidentiality, non-solicitation and other employment covenants, constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes any and all prior or contemporaneous, express or implied, written or oral agreements, representations and conditions between the parties
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with respect thereto. The terms of this letter may not be amended or modified except by a writing signed by both Executive and the Company.
c. Governing Law and Venue. This letter and Executive’s employment with the Company will be governed by, construed and enforced in accordance with the laws of the State of California, and without the aid of any canon, custom or rule of law requiring construction against the draftsman. The parties consent to submit to the exclusive jurisdiction of the courts of the State of California and the United States of America located in the State of California, County of Los Angeles, for any action, suits or proceedings arising out of or relating to Executive’s employment with the Company, and further agree that service of any process, summons, notice or document by U.S. certified mail shall be effective service of process for any action, suit or proceeding brought in any such court.
d. Other. The waiver by either party, or the failure of either party to claim a breach of any provision of this Letter, shall not operate or be construed as a waiver of any subsequent breach. If any provision hereof is found to be invalid or unenforceable by any court, the remaining provisions hereof will remain in effect unless such partial invalidity or unenforceability would defeat an essential business purpose of this letter. This letter may be executed in counterpart originals, may be signed by electronic signature and exchanged by email or other electronic form, with the same legal effect as if all signatures had appeared in original handwriting on the same physical document.
The parties acknowledge and agree to the terms of this Letter by signing and dating in the applicable space below.
Entravision Communications Corporation Executive
/s/ Mark Boelke /s/ Christopher Young
Name: Mark Boelke Name: Christopher Young
Title: General Counsel
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Exhibit 10.4
Participation Agreement
This Participation Agreement is by and between Christopher Young (“Executive”) and Entravision Communications Corporation (the “Company”).
Effective as of the Effective Date (defined below), the Company will provide severance benefits to Executive as provided in the Company’s Executive Severance and Change in Control Plan (the “Plan”), a copy of which is attached hereto as Exhibit A and incorporated herein.
This Participation Agreement, and Executive’s participation in the Plan, will be effective as of the date of the last signature below (the “Effective Date”). Executive acknowledges and agrees that, as of the Effective Date, the severance benefits that may be provided to Executive under the Plan supersede and replace in their entirety any severance benefits Executive may have (A) under any other plan, policy or practice previously maintained by the Company or any of its affiliates that may have been applicable to Executive, and (B) under any individually negotiated employment agreement, offer letter or equity award agreement between Executive and the Company or any of its affiliates entered into prior to the date hereof, including the Executive Employment Agreement dated as of January 1, 2022 between Executive and the Company.
The Compensation Committee of the Board of Directors of the Company (the “Administrator” under the Plan) has designated Executive as a Group II Executive under the Plan.
To accept the terms of this Participation Agreement and Executive’s participation in the Plan, effective as of the Effective Date, the parties have signed and dated this Participation Agreement as set forth below.
Entravision Communications Corporation Executive
/s/ Mark Boelke /s/ Christopher Young
Name: Mark Boelke Name: Christopher Young
Title: General Counsel
Date: May 12, 2023 Date: May 11, 2023
Exhibit A
Entravision Communications Corporation
Executive Severance and Change in Control Plan
(attached)
Exhibit 10.5
EXECUTIVE COMPENSATION LETTER
This Executive Compensation Letter (this “Letter”) set forth the terms of employment between Entravision Communications Corporation (the “Company”), and Jeffery Liberman (the “Executive”), effective as of May 12, 2023 (the “Effective Date”).
1. Position. Executive will serve as the Company’s President and Chief Operating Officer, will report directly to the Company’s Chief Executive Officer (the “CEO”) and will perform such duties as are customarily performed by such position, including the duties as may be assigned from time to time that are consistent with such position. The principal location at which Executive is required to provide services to the Company during the term of employment will be the Company’s corporate office in Santa Monica, California.
2. Compensation and Benefits.
a. Salary. Executive will receive a gross base annual salary of $800,000, payable in installments according to the Company’s regular paydays, less any applicable tax deductions and withholding (the “Base Annual Compensation”).
b. Bonus. Executive is eligible to receive an annual bonus in a target amount equal to 60% of Executive’s base salary, determined in accordance with the Company’s executive bonus plan in effect for the applicable calendar year.
c. Benefits. Executive is eligible to participate in the Company’s benefit programs and plans, as may be amended from time to time. The Company will pay for the cost of medical and dental coverage for Executive and Executive’s dependents under the Company’s established medical and dental benefit plans at no cost to Executive. During the Employment Term, the Company will pay to Executive an amount equal to the premium expense of a life insurance policy maintained by the Executive providing a death benefit in an amount up to $750,000 (which payment will be subject to any applicable taxes and withholding).
d. Time Off and Holidays. Executive will be entitled to discretionary time off in accordance with the policies established by the Company for its employees, as may be amended from time to time. Executive will also be entitled to the paid holidays as set forth in the Company’s policies.
e. Automobile Allowance. Executive will receive $1,000 per month as an allowance in respect of automobile expenses, payable in accordance with the Company’s payroll policies.
f. Equity Incentive Grants. Executive is eligible for equity incentive grants under the Entravision Communications Corporation 2004 Equity Incentive Plan, subject to the discretion of the Compensation Committee of the Board of Directors of the Company.
g. Expenses. The Company will reimburse Executive for all necessary and reasonable expenses incurred by Executive as a direct consequence of the performance of Executive’s duties for the Company, in accordance with the Company’s employment policies and subject to Executive’s submission of receipts and applicable documentation in accordance with the Company’s policies.
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3. At-Will Employment. Executive’s employment with the Company will be on an “at will” basis, meaning that either Executive or the Company may terminate Executive’s employment at any time with or without cause or advance notice. Nothing in this letter or in any document or statement, and nothing implied from any course of conduct, will limit the Company’s or Executive’s right to terminate Executive’s at-will employment with the Company.
4. Severance. Executive is designated as a “Covered Executive” for purposes of the Company’s Executive Severance and Change in Control Plan (the “Severance Plan”) and Executive will be eligible for severance benefits thereunder in accordance with the terms and conditions of the Severance Plan.
5. Employee Handbook and Covenants Agreements. Executive is required, as a condition to and in consideration of employment, and continued employment, with Entravision, to sign and acknowledge receipt of Entravision’s Employee Handbook and Executive’s agreement to comply with Entravision’s employment policies as well as Entravision’s agreements applicable to confidentiality, non-solicitation and other employment covenants.
6. Obligations to the Company. Executive will devote their entire productive time, ability and attention to the Company’s business during the term of employment. Executive will not engage in any other business duties or pursuits whatsoever, or directly or indirectly render any services of a business, commercial or professional nature to any other person or organization, whether for compensation or otherwise, without the prior written consent of the CEO. The foregoing will not preclude Executive from engaging in appropriate civic, charitable or religious activities or from devoting a reasonable amount of time to passive private investments or from serving on the boards of directors of other entities (provided that any director position will require the prior written consent of the CEO), as long as such activities and/or services do not interfere or conflict with Executive’s responsibilities to the Company. Executive will not directly or indirectly acquire, hold or retain any interest in any business competing with or similar in nature to the business of the Company, or which in any other way creates a conflict of interest, except for up to one percent (1%) ownership interests in public companies. During the term of employment, Executive will not in any way engage or participate in any business that is in competition with the Company. In performing job duties, Executive will abide by all applicable federal, state and local laws, as well as the Company’s bylaws, rules, regulations and policies, as may be amended from time to time.
7. Miscellaneous.
a. Indemnification. The Company will indemnify Executive consistent with the Company’s other executive officers and its legal obligations under California Labor Code Section 2802.
b. Entire Agreement. This letter, together with applicable additional employment agreements such as those related to arbitration, confidentiality, non-solicitation and other employment covenants, constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes any and all prior or contemporaneous, express or implied, written or oral agreements, representations and conditions between the parties with respect thereto. The terms of this letter may not be amended or modified except by a writing signed by both Executive and the Company.
c. Governing Law and Venue. This letter and Executive’s employment with the Company will be governed by, construed and enforced in accordance with the laws of the State of
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California, and without the aid of any canon, custom or rule of law requiring construction against the draftsman. The parties consent to submit to the exclusive jurisdiction of the courts of the State of California and the United States of America located in the State of California, County of Los Angeles, for any action, suits or proceedings arising out of or relating to Executive’s employment with the Company, and further agree that service of any process, summons, notice or document by U.S. certified mail shall be effective service of process for any action, suit or proceeding brought in any such court.
d. Other. The waiver by either party, or the failure of either party to claim a breach of any provision of this Letter, shall not operate or be construed as a waiver of any subsequent breach. If any provision hereof is found to be invalid or unenforceable by any court, the remaining provisions hereof will remain in effect unless such partial invalidity or unenforceability would defeat an essential business purpose of this letter. This letter may be executed in counterpart originals, may be signed by electronic signature and exchanged by email or other electronic form, with the same legal effect as if all signatures had appeared in original handwriting on the same physical document.
The parties acknowledge and agree to the terms of this Letter by signing and dating in the applicable space below.
Entravision Communications Corporation Executive
/s/ Christopher Young /s/ Jeffery Liberman
Name: Christopher Young Name: Jeffery Liberman
Title: Interim Chief Executive Officer
and Chief Financial Officer and Treasurer
3
Exhibit 10.6
Participation Agreement
This Participation Agreement is by and between Jeffery Liberman (“Executive”) and Entravision Communications Corporation (the “Company”).
Effective as of the Effective Date (defined below), the Company will provide severance benefits to Executive as provided in the Company’s Executive Severance and Change in Control Plan (the “Plan”), a copy of which is attached hereto as Exhibit A and incorporated herein.
This Participation Agreement, and Executive’s participation in the Plan, will be effective as of the date of the last signature below (the “Effective Date”). Executive acknowledges and agrees that, as of the Effective Date, the severance benefits that may be provided to Executive under the Plan supersede and replace in their entirety any severance benefits Executive may have (A) under any other plan, policy or practice previously maintained by the Company or any of its affiliates that may have been applicable to Executive, and (B) under any individually negotiated employment agreement, offer letter or equity award agreement between Executive and the Company or any of its affiliates entered into prior to the date hereof, including the Executive Employment Agreement between Executive and the Company dated as of March 1, 2020, as amended by the Amendment to Executive Employment Agreement effective as of March 1, 2023.
The Compensation Committee of the Board of Directors of the Company (the “Administrator” under the Plan) has designated Executive as a Group II Executive under the Plan.
To accept the terms of this Participation Agreement and Executive’s participation in the Plan, effective as of the Effective Date, the parties have signed and dated this Participation Agreement as set forth below.
Entravision Communications Corporation Executive
/s/ Christopher Young /s/ Jeffery Liberman
Name: Christopher Young Name: Jeffery Liberman
Title: Interim Chief Executive Officer,
Chief Financial Officer and Treasurer
Date: May 14, 2023 Date: May 11, 2023
Exhibit A
Entravision Communications Corporation
Executive Severance and Change in Control Plan
(attached)
Exhibit 10.7
EXECUTIVE COMPENSATION LETTER
This Executive Compensation Letter (this “Letter”) set forth the terms of employment between Entravision Communications Corporation (the “Company”), and Karl Meyer (the “Executive”), effective as of May 12, 2023 (the “Effective Date”).
1. Position. Executive will serve as the Company’s Chief Revenue Officer, will report directly to the Company’s Chief Executive Officer (the “CEO”) and will perform such duties as are customarily performed by such position, including the duties as may be assigned from time to time that are consistent with such position. The principal location at which Executive is required to provide services to the Company during the term of employment will be the Company’s corporate office in Santa Monica, California.
2. Compensation and Benefits.
a. Salary. Executive will receive a gross base annual salary of $628,300, payable in installments according to the Company’s regular paydays, less any applicable tax deductions and withholding (the “Base Annual Compensation”).
b. Bonus. Executive is eligible to receive an annual bonus in a target amount equal to 60% of Executive’s base salary, determined in accordance with the Company’s executive bonus plan in effect for the applicable calendar year.
c. Benefits. Executive is eligible to participate in the Company’s benefit programs and plans, as may be amended from time to time. The Company will pay for the cost of medical and dental coverage for Executive and Executive’s dependents under the Company’s established medical and dental benefit plans at no cost to Executive.
d. Time Off and Holidays. Executive will be entitled to discretionary time off in accordance with the policies established by the Company for its employees, as may be amended from time to time. Executive will also be entitled to the paid holidays as set forth in the Company’s policies.
e. Automobile Allowance. Executive will receive $850 per month as an allowance in respect of automobile expenses, payable in accordance with the Company’s payroll policies.
f. Equity Incentive Grants. Executive is eligible for equity incentive grants under the Entravision Communications Corporation 2004 Equity Incentive Plan, subject to the discretion of the Compensation Committee of the Board of Directors of the Company.
g. Expenses. The Company will reimburse Executive for all necessary and reasonable expenses incurred by Executive as a direct consequence of the performance of Executive’s duties for the Company, in accordance with the Company’s employment policies and subject to Executive’s submission of receipts and applicable documentation in accordance with the Company’s policies.
3. At-Will Employment. Executive’s employment with the Company will be on an “at will” basis, meaning that either Executive or the Company may terminate Executive’s employment at any
1
time with or without cause or advance notice. Nothing in this letter or in any document or statement, and nothing implied from any course of conduct, will limit the Company’s or Executive’s right to terminate Executive’s at-will employment with the Company.
4. Severance. Executive is designated as a “Covered Executive” for purposes of the Company’s Executive Severance and Change in Control Plan (the “Severance Plan”) and Executive will be eligible for severance benefits thereunder in accordance with the terms and conditions of the Severance Plan.
5. Employee Handbook and Covenants Agreements. Executive is required, as a condition to and in consideration of employment, and continued employment, with Entravision, to sign and acknowledge receipt of Entravision’s Employee Handbook and Executive’s agreement to comply with Entravision’s employment policies as well as Entravision’s agreements applicable to confidentiality, non-solicitation and other employment covenants.
6. Obligations to the Company. Executive will devote their entire productive time, ability and attention to the Company’s business during the term of employment. Executive will not engage in any other business duties or pursuits whatsoever, or directly or indirectly render any services of a business, commercial or professional nature to any other person or organization, whether for compensation or otherwise, without the prior written consent of the CEO. The foregoing will not preclude Executive from engaging in appropriate civic, charitable or religious activities or from devoting a reasonable amount of time to passive private investments or from serving on the boards of directors of other entities (provided that any director position will require the prior written consent of the CEO), as long as such activities and/or services do not interfere or conflict with Executive’s responsibilities to the Company. Executive will not directly or indirectly acquire, hold or retain any interest in any business competing with or similar in nature to the business of the Company, or which in any other way creates a conflict of interest, except for up to one percent (1%) ownership interests in public companies. During the term of employment, Executive will not in any way engage or participate in any business that is in competition with the Company. In performing job duties, Executive will abide by all applicable federal, state and local laws, as well as the Company’s bylaws, rules, regulations and policies, as may be amended from time to time.
7. Miscellaneous.
a. Indemnification. The Company will indemnify Executive consistent with the Company’s other executive officers and its legal obligations under California Labor Code Section 2802.
b. Entire Agreement. This letter, together with applicable additional employment agreements such as those related to arbitration, confidentiality, non-solicitation and other employment covenants, constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes any and all prior or contemporaneous, express or implied, written or oral agreements, representations and conditions between the parties with respect thereto. The terms of this letter may not be amended or modified except by a writing signed by both Executive and the Company.
c. Governing Law and Venue. This letter and Executive’s employment with the Company will be governed by, construed and enforced in accordance with the laws of the State of California, and without the aid of any canon, custom or rule of law requiring construction against the draftsman. The parties consent to submit to the exclusive jurisdiction of the courts of the State of
2
California and the United States of America located in the State of California, County of Los Angeles, for any action, suits or proceedings arising out of or relating to Executive’s employment with the Company, and further agree that service of any process, summons, notice or document by U.S. certified mail shall be effective service of process for any action, suit or proceeding brought in any such court.
d. Other. The waiver by either party, or the failure of either party to claim a breach of any provision of this Letter, shall not operate or be construed as a waiver of any subsequent breach. If any provision hereof is found to be invalid or unenforceable by any court, the remaining provisions hereof will remain in effect unless such partial invalidity or unenforceability would defeat an essential business purpose of this letter. This letter may be executed in counterpart originals, may be signed by electronic signature and exchanged by email or other electronic form, with the same legal effect as if all signatures had appeared in original handwriting on the same physical document.
The parties acknowledge and agree to the terms of this Letter by signing and dating in the applicable space below.
Entravision Communications Corporation Executive
/s/ Christopher Young /s/ Karl Meyer
Name: Christopher Young Name: Karl Meyer
Title: Interim Chief Financial Officer,
Chief Financial Officer and Treasurer
Date: May 14, 2023 Date: May 12, 2023
3
Exhibit 10.8
Participation Agreement
This Participation Agreement is by and between Karl Meyer (“Executive”) and Entravision Communications Corporation (the “Company”).
Effective as of the Effective Date (defined below), the Company will provide severance benefits to Executive as provided in the Company’s Executive Severance and Change in Control Plan (the “Plan”), a copy of which is attached hereto as Exhibit A and incorporated herein.
This Participation Agreement, and Executive’s participation in the Plan, will be effective as of the date of the last signature below (the “Effective Date”). Executive acknowledges and agrees that, as of the Effective Date, the severance benefits that may be provided to Executive under the Plan supersede and replace in their entirety any severance benefits Executive may have (A) under any other plan, policy or practice previously maintained by the Company or any of its affiliates that may have been applicable to Executive, and (B) under any individually negotiated employment agreement, offer letter or equity award agreement between Executive and the Company or any of its affiliates entered into prior to the date hereof, including the Executive Employment Agreement dated as of May 1, 2022 between Executive and the Company.
The Compensation Committee of the Board of Directors of the Company (the “Administrator” under the Plan) has designated Executive as a Group II Executive under the Plan.
To accept the terms of this Participation Agreement and Executive’s participation in the Plan, effective as of the Effective Date, the parties have signed and dated this Participation Agreement as set forth below.
Entravision Communications Corporation Executive
/s/ Christopher Young /s/ Karl Meyer
Name: Christopher Young Name: Karl Meyer
Title: Interim Chief Executive Officer,
Chief Financial Officer and Treasurer
Date: May 14, 2023 Date: May 12, 2023
Exhibit A
Entravision Communications Corporation
Executive Severance and Change in Control Plan
(attached)
Document And Entity Information |
May 11, 2023 |
---|---|
Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | May 11, 2023 |
Entity Registrant Name | ENTRAVISION COMMUNICATIONS CORP |
Entity Central Index Key | 0001109116 |
Entity Emerging Growth Company | false |
Securities Act File Number | 001-15997 |
Entity Incorporation, State or Country Code | DE |
Entity Tax Identification Number | 95-4783236 |
Entity Address, Address Line One | 2425 Olympic Boulevard |
Entity Address, Address Line Two | Suite 6000 West |
Entity Address, City or Town | Santa Monica |
Entity Address, State or Province | CA |
Entity Address, Postal Zip Code | 90404 |
City Area Code | 310 |
Local Phone Number | 447-3870 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | Class A Common Stock |
Trading Symbol | EVC |
Security Exchange Name | NYSE |
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