CUMULUS MEDIA INC. (NASDAQ:CMLS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02
On March 19, 2020, the Company also entered into a new employment agreement with Mary G. Berner, the Companys President and Chief Executive Officer, which, among other things, extended the term of her employment to December 31, 2022. The employment agreement is effective as of January 1, 2020 and supersedes all terms of any previous employment agreements between the Company and Ms. Berner. The agreement has an initial term that expires on December 31, 2022 and contains a provision for automatic extensions of one-year periods thereafter, unless terminated in advance by either party in accordance with the terms of the agreement. to the agreement, Ms. Berner is entitled to receive an annual base salary of $1,450,000, subject to increase from time to time by the Board.
The agreement also provides that Ms. Berner will be eligible for an annual cash bonus based upon achievement of annual performance goals for Ms. Berner and/or the Company, as determined by the Boards compensation committee each year. The annual cash bonus will be calculated as a percentage of Ms. Berners base salary, with a target award opportunity of 50% of Ms. Berners base salary and a maximum award opportunity of 150% of Ms. Berners base salary. Notwithstanding these target and maximum award opportunities, the Boards compensation committee may adjust upward the target and maximum award opportunities for Ms. Berner for each year. Ms. Berner is also eligible to participate, at the discretion of the compensation committee of the Board of Directors, in the Companys equity-based incentive award plans, as may be in effect from time to time.
The agreement further provides that in the event the Company terminates Ms. Berners employment without cause (including the Company notifying Ms. Berner of the Companys intent to not renew such agreement) or if Ms. Berner terminates her employment for good reason (as these terms are defined in the agreement) during the term of the agreement, Ms. Berner will be entitled to the following:
In the event that the Company terminates Ms. Berners employment without cause or elects not to renew Ms. Berners agreement, or Ms. Berner terminates her employment for good reason within 12 months following a change in control, Ms. Berner will be entitled to the same payments and benefits as described above, except the severance multiplier will be 2.5, 50% of Ms. Berners equity awards will vest immediately and become exercisable, with any performance conditions or restrictions on exercise deemed satisfied and Ms. Berner and her dependents may continue to participate in the Companys medical, dental, vision and hospitalization plans for a period of 24 months.
The agreement further provides that if Ms. Berner is terminated with cause or she terminates her employment without good reason, then the Company is only obligated to pay Ms. Berner any base salary, bonus payments for any completed fiscal year and unreimbursed expenses that were accrued, but unpaid, through the date of termination or resignation (the Accrued Benefits). If Ms. Berners employment is terminated due to death or disability, Ms. Berner is entitled to a pro rata amount of the annual bonus Ms. Berner would have received if she had remained employed by the Company through the last day of the calendar year of termination, based on actual performance through the applicable performance period, in addition to the Accrued Benefits.
In the event of a termination by the Company without cause, by non-renewal of Ms. Berners agreement, or a termination by Ms. Berner for good reason, the Company will not be obligated to pay to Ms. Berner any amounts other than the Accrued Benefits unless Ms. Berner (or her representative) executes in favor of the Company a general release of any claims against the Company.
In addition, payments and benefits under the employment agreement in the event of a termination by the Company without cause or by non-renewal of her agreement, or a termination by Ms. Berner for good reason are subject to compliance by Ms. Berner with the confidentiality, non-competition and non-solicitation covenants in the agreement.
The foregoing description of the employment agreement is qualified in its entirety by reference to the Form of President and Chief Executive Officer Employment Agreement, a copy of which is filed as Exhibit 10.2 to this current report on Form 8-K and is incorporated by reference herein.
(d) Exhibits.
| 10.1 | | Form of Executive Vice President and Chief Financial Officer Employment Agreement |
| 10.2 | | Form of President and Chief Executive Officer Employment Agreement |
| 99.1 | | Press Release dated March 19, 2020 |
