On December 28, 2016, OUTFRONT Media Inc. (the “Company”) entered into a new employment agreement with Donald R. Shassian, which provides for his continued employment as the Company’s Executive Vice President, Chief Financial Officer from January 1, 2017 through December 31, 2019, with automatic one-year extensions if the employment agreement is not otherwise terminated by the Company or Mr. Shassian. Mr. Shassian’s employment agreement provides for an annual base salary of $650,000, and an annual target bonus opportunity equal to 85% of his annual salary, which are subject to review and increase at the discretion of the compensation committee (the “Committee”) of the Company’s board of directors. Mr. Shassian is also eligible to receive annual grants of long-term incentive compensation as determined by the Committee based on a target value of $2.3 million commencing in 2017. The terms and conditions of any long-term incentive equity compensation awarded to Mr. Shassian are set forth in the Company’s Amended and Restated Omnibus Stock Incentive Plan and the related equity award terms and conditions. In addition, Mr. Shassian is entitled to participate in arrangements for benefits, business expenses and perquisites generally available to our other senior executives of the Company.
In the event that Mr. Shassian is terminated by the Company without cause or by him for good reason, Mr. Shassian is entitled to receive the following payments and benefits, subject to Mr. Shassian executing a general release: (1) a cash severance amount equal to the sum of 12 months of his annual salary and his annual target cash bonus; (2) Company-paid medical and dental benefits for up to 12 months; (3) accelerated vesting of restricted share unit (“RSU”) awards and performance-based RSU (“PRSU”) awards granted before January 1, 2017 that would have vested during the 12-month period following Mr. Shassian’s termination of employment; and (4) accelerated vesting of RSU and PRSU awards granted after January 1, 2017, subject to the satisfaction of the performance-based conditions applicable to the PRSU awards.
Mr. Shassian’s employment agreement also contains restrictive covenants imposing non-competition and non-disparagement obligations, restricting solicitation of employees, protecting confidential information and ownership of work product and requiring cooperation in litigation, as well as other covenants, during his employment and for specified periods after the termination of employment. Further, Mr. Shassian’s employment agreement provides for indemnification by the Company to the fullest extent permitted by law and the Company’s charter and bylaws against liabilities, losses, judgments, fines, penalties, amounts paid in settlement and reasonable expenses, including attorneys’ fees, incurred by Mr. Shassian in connection with his service for the Company.
