8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 28, 2007

ENTRAVISION COMMUNICATIONS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-15997	95-4783236
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2425 Olympic Boulevard, Suite 6000 West, Santa Monica, California 90404

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (310) 447-3870

Not Applicable

(Former name or former address, if changed since last report.)

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 (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On February 28, 2007, the Compensation Committee of the Board of Directors (the “Committee”) of Entravision Communications Corporation (the “Company”) approved awards of restricted stock units to employees of the Company, including executive officers, effective as of February 28, 2007. The restricted stock units were awarded under the Company’s 2004 Equity Incentive Plan, and each unit will entitle the recipient to receive one share of the Company’s Class A common stock for each restricted stock unit when the applicable vesting requirements are satisfied. The restricted stock units vest as follows: (i) one-half on January 1, 2011, provided the recipient is employed by the Company on such date; and (ii) one-half upon the Company’s achievement of certain total earnings before taxes, interest, depreciation and amortization, as adjusted (pro forma as defined by the Committee) (“EBITDA”) goals for fiscal year 2007, provided the recipient is employed by the Company on January 1, 2009. A copy of the form Restricted Stock Unit Award that will be used to evidence the awards made to the executive officers is filed as Exhibit 10.1 to this Form 8-K.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 28, 2007, the Company entered into a three-year employment agreement with Christopher T. Young, pursuant to which he will continue to serve as the president of the Company’s outdoor division.

The agreement with Mr. Young, effective as of February 1, 2007, provides for an initial base salary of $263,000 per year in the first year, which may be increased in the discretion of the Committee in future years of the agreement. In addition, Mr. Young is eligible to receive a quarterly bonus of $17,500 upon the achievement of 101% of the Company’s budgeted EBITDA goals for the outdoor division, following deduction of Bad Debt (as defined in the agreement), for such quarter, and an annual bonus of $25,000 upon the achievement of 103% of the Company’s budgeted EBITDA goals for the outdoor division, following deduction of Bad Debt, for such fiscal year. He is also eligible for equity incentive grants under the Company’s equity incentive plans.

If Mr. Young’s employment is terminated by the Company without cause or by Mr. Young for good reason (including a change of control of the Company), he will be entitled to receive all accrued salary and benefits through the date of termination, any discretionary bonus that is approved by the Committee and a severance payment equal to one year of his then-current base salary. If Mr. Young’s employment is terminated by the Company for cause, he will only be entitled to receive accrued salary and benefits through the date of termination and shall be ineligible for any bonus.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

10.1 Form Restricted Stock Unit Award

- 2 -

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.

		ENTRAVISION COMMUNICATIONS CORPORATION
Date:	March 2, 2007	By:	/s/ Walter F. Ulloa
			Walter F. Ulloa
			Chairman and Chief Executive Officer

- 3 -

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
10.1	Form Restricted Stock Unit Award

EX-10.1

Exhibit 10.1

ENTRAVISION COMMUNICATIONS CORPORATION

2004 EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD

[Name]

[Address]

Dear                                 :

You have been granted an award of Restricted Stock Units (an “Award”) under the Entravision Communications Corporation (the “Company”) 2004 Equity Incentive Plan (the “Plan”) with the following terms and conditions:

Grant Date:	, 20
Number of Restricted Stock Units:	(            ) Units
Vesting Schedule:	Your Restricted Stock Units will vest as follows: (i)                          Restricted Stock Units will vest on             , 20    , provided you are employed by the Company on such date; [and/or] (ii)    [insert applicable Performance Goals (as defined by the Plan)]. If your employment terminates as a result of death or Disability prior to the vesting date, your Restricted Stock Units will become fully vested on the date of such termination. If you are employed by the Company at the time of a Change of Control, your Restricted Stock Units will vest as determined by the Compensation Committee of the Board of Directors of the Company or otherwise as provided by Section 16(d) of the Plan. Upon any other termination of employment or service prior to the vesting date, you will forfeit the Restricted Stock Units.
Issuance of Shares:	As soon as practicable after your Restricted Stock Units vest, the Company will issue in your name a number of Shares equal to the number of Restricted Stock Units that have vested.
Transferability of Restricted Shares:	By accepting this Award, you agree not to sell any Shares acquired under this Award at a time when applicable laws, Company policies (including without limitation, the Company’s Insider Trading Policy) or an agreement between the Company and its underwriters prohibit a sale.
Rights as Shareholder:	You will not be deemed for any purposes to be a shareholder of the Company with respect to any of the Restricted Share Units unless and until Shares are issued therefor upon vesting of the units.

Transferability of Award:	You may not transfer or assign this Award for any reason, other than under your will or as required by intestate laws. Any attempted transfer or assignment will be null and void.
Tax Withholding:	To the extent that the payment of the Restricted Stock Units results in income to you for Federal, state or local income tax purposes, the Company will withhold that number of Shares otherwise deliverable to you having an aggregate Fair Market Value on the date the tax is to be determined equal to the minimum statutory total tax that the Company must withhold. The value of any fractional Share remaining shall be paid in cash.
Miscellaneous:	The existence of this Award shall not affect in any way the right or power of the Company or its shareholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business, or any merger or consolidation of the Company, or any issuance of bonds, debentures, preferred or prior preference stock senior to or affecting the common stock or the rights thereof, or dissolution or liquidation of the Company, or any sale or transfer of all or any part of the Company’s assets or business or any other corporate act or proceeding, whether of a similar character or otherwise. This Award shall be interpreted by the Committee and any interpretation by the Committee of the terms of this Award or the Plan and any determination made by the Committee pursuant to this Award shall be final, binding and conclusive.

This Restricted Stock Unit Award is granted under and governed by the terms and conditions of the Plan. Additional provisions regarding your Award and definitions of capitalized terms used and not defined in this Award can be found in the Plan.

Walter F. Ulloa

Chairman and Chief Executive Officer,

Entravision Communications Corporation