ENTRAVISION COMMUNICATIONS CORPORATION (NASDAQ:EVC) 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(e) Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On December 26, 2016, Entravision Communications Corporation (the
Company) entered into a new employment agreement with Walter F.
Ulloa, to which he will continue to serve as the Companys
Chairman and Chief Executive Officer. This new agreement,
effective as of January 1, 2017, replaces a similar agreement
with Mr. Ulloa, which agreement was effective as of January 1,
2014 through December 31, 2016.
The agreement with Mr. Ulloa provides for an initial base salary
of $1,250,000 per year for the term of his agreement, which ends
on December 31, 2019. Mr. Ulloas base salary shall be reviewed
annually by the Compensation Committee and, in that committees
discretion, the base salary may be increased for subsequent years
of the term of the agreement.
Mr. Ulloa is eligible to receive an annual bonus of up to 50% of
his then-applicable base salary to such factors, criteria or
annual bonus plan(s) of the Company as determined by the
Compensation Committee from time to time.
Mr. Ulloa is also eligible to receive grants of stock options,
restricted stock and other grants under the Companys 2004 Equity
Incentive Plan, or any successor plan thereto, on the same terms
as the Companys other executive officers.
If Mr. Ulloas employment is terminated by the Company without
cause or is a constructive termination without cause, Mr. Ulloa
will be entitled to receive: (i) all accrued salary and bonuses
through the date of termination; (ii) a cash payment in an amount
equal to the greater of (x) two times his then-current base
salary or (y) the amount of his then-current base salary
multiplied by a fraction, the numerator of which is the number of
months remaining in the term of the agreement and the denominator
of which is 12; (iii) a cash payment in an amount equal to two
times his average annual bonus for the three years preceding such
termination; (iv) continuation of all benefit coverage (or
reimbursement for expenses incurred in collection with such
benefit coverage) for a period of two years after such
termination; (v) immediate vesting of, and the lapse of all
restrictions applicable to, all unvested stock options and any
other equity incentives that vest solely based on the passage of
time granted to Mr. Ulloa and outstanding immediately prior to
such termination; and (vi) vesting of any performance based
equity incentives awarded to Mr. Ulloa and outstanding
immediately prior to the such termination, such vesting to occur
in accordance with the terms of his applicable award agreements
and plans determined as if Mr. Ulloas employment with the Company
had not terminated. If a termination without cause follows a
change of control of the Company or is initiated by Mr. Ulloa for
good reason, as specified in the agreement, Mr. Ulloa shall be
entitled to receive the amounts specified in the first sentence
of this paragraph; provided, however, that: in lieu of the amount
specified in clause (ii) of such sentence, Mr. Ulloa shall be
entitled to receive a cash payment in an amount equal to three
times his then-current base salary; and in lieu of the amount
specified in clause (iii) of such sentence, Mr. Ulloa shall be
entitled to receive a cash payment in an amount equal to three
times his average annual bonus for the three years preceding such
termination.
If Mr. Ulloas employment is terminated by the Company for cause,
all payments under Mr. Ulloas agreement shall cease, except for
(i) all accrued salary and bonuses through the date of
termination and (ii) a prorated bonus in an amount equal to the
product of (x) his average annual bonus for the two years
preceding such termination multiplied by (y) a fraction, the
numerator of which is the number of days preceding the
termination date in the then-current calendar year and the
denominator of which is 365.
The foregoing summary does not purport to be complete and is
qualified in its entirety by the terms of the employment
agreement filed as Exhibit 10.1 to this Current Report on Form
8-K, which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
|
10.1 |
Employment Agreement effective as of January 1, 2017 by |
Management contract or compensatory plan, contract or
arrangement.
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