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EMPLOYMENT AGREEMENT DATED MARCH 29, 2007, DOUGLAS KRANWINKLE

Employment Agreement

EMPLOYMENT AGREEMENT DATED MARCH 29, 2007, DOUGLAS KRANWINKLE | Document Parties: Broadcasting Media Partners, Inc You are currently viewing:
This Employment Agreement involves

Broadcasting Media Partners, Inc

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Title: EMPLOYMENT AGREEMENT DATED MARCH 29, 2007, DOUGLAS KRANWINKLE
Governing Law: Delaware     Date: 5/10/2007
Industry: Broadcasting and Cable TV     Law Firm: Weil Gotshal     Sector: Services

EMPLOYMENT AGREEMENT DATED MARCH 29, 2007, DOUGLAS KRANWINKLE, Parties: broadcasting media partners  inc
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Exhibit 10.15

This EMPLOYMENT AND NON-COMPETITION AGREEMENT (this “ Agreement ”), dated as of March 29, 2007 (“ Effective Date ”), by and between Broadcasting Media Partners, Inc., a Delaware corporation (the “ Company ”), and C. Douglas Kranwinkle (the “ Executive ”).

WHEREAS, the Executive has extensive experience and knowledge regarding Grupo Televisa, including the contracts between Univision Communications Inc. and Grupo Televisa;

WHEREAS, the Company desires to be assured of the Executive’s availability and services with respect to all matters arising from or relating to Grupo Televisa;

WHEREAS, the Company desires to be assured that the confidential information and goodwill of the Company will be preserved for the exclusive benefit of the Company and that, in consideration of the compensation, benefits and continued employment of Executive hereunder, Executive will not be employed with any competitor of the Company for a limited period following Executive’s termination of employment with the Company;

NOW, THEREFORE, in consideration of such employment and the mutual covenants and promises herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Executive agree as follows:

 

1.

Employment . The Company hereby agrees to employ Executive, and Executive hereby agrees to accept employment with the Company, upon the terms and conditions contained in this Agreement. Executive’s employment with the Company shall continue, subject to earlier termination of such employment pursuant to the terms hereof, until the second anniversary of the Effective Date (the “ Employment Period ”).

 

2.

Duties . During the Employment Period, Executive shall make himself reasonably available at mutually convenient times to consult with the Company in regards to matters arising from or relating to Grupo Televisa; provided that Executive shall not be required to travel or maintain any level of hours in the Company’s offices in connection with such services and may provide such services by means of telephone. In addition, Executive shall during the Employment Period hold the position of Executive Vice President - Legal with the Company and Univision, and shall perform services consistent with such position as may be reasonably requested by the Company, subject to Executive’s right to determine the level of his office hours at the Company’s offices.

 

3.

Office Hour s. Executive is initially expected to continue on a substantially full-time basis until July 1, 2007, and thereafter perform services on a less than full-time basis. Executive shall be permitted to determine the level of his office hours,


 

if any, at the Company’s offices and the number of business hours for which he is expected to perform services that relate to matters other than Grupo Televisa. Executive shall devote the business time, attention and energies (excepting vacation time, holidays, sick days and periods of disability) consistent with his commitment hereunder and use his reasonable best efforts in performing the services for the Company as described herein during the Employment Period; provided , however , that nothing in this Section 3 shall be interpreted as prohibiting Executive from managing his personal affairs or engaging in charitable or civic activities, or serving as a director of or providing services to another business or enterprise (whether engaged in for profit or not; provided, however, with respect to for profit businesses, the Executive shall be limited to serving as a director or managing a passive investment), so long as such activities do not materially interfere with the performance of Executive’s duties and responsibilities hereunder.

 

4.

Compensation .

4.1 Restrictive Covenant Payment . In consideration of Executive’s restrictive covenants set forth in Section 6 hereof and his services arising from or relating to Grupo Televisa, Executive shall be entitled to a payment of $4,700,000 on or one day following the Effective Date. The Company has engaged KPMG to provide a valuation of Executive’s restrictive covenants under Section 6, and Executive agrees that such valuation shall be used to determine the portion (but not exceeding 100%) of the lump sum payment under this paragraph allocable to such restrictive covenants. The balance of the lump sum payment under this paragraph shall be allocated to the services arising from or relating to Grupo Televisa. If requested, Executive shall execute and deliver an amendment to this Agreement setting forth the allocation of the lump sum payment under this paragraph.

4.2 Base Salary .

(a) In consideration of any office hours maintained by Executive at the Company’s offices and any additional services to be rendered by the Executive under this Agreement, the Company shall pay Executive a base salary depending on the aggregate level of office hours and other business hours for the Company. If Executive’s aggregate business and office hours for the Company are on a full-time basis, his base salary shall be at a monthly rate of $64,200. Such monthly rate shall be proportionately adjusted downward to reflect his less than full-time aggregate business and office hours.

(b) The Base Salary shall be paid in such installments and at such times as the Company pays its regularly salaried executives and shall be subject to all necessary withholding taxes, FICA contributions and similar deductions.

4.3 Discretionary Bonus . During the Employment Period, the Board may determine, in its sole discretion, to award Executive an annual bonus with respect to a fiscal year of the Company. Such bonus, if any, shall be payable no later than seventy-five (75) days following the end of such fiscal year.

 

2


4.4 Stock Option . On the Effective Date or as soon as practicable thereafter, Executive shall be granted a nonqualified stock option to purchase a number of shares of Class A Common Stock of the Company which represent, on the Effective Date, 0.06% of the fully diluted appreciation in the value of the Common Stock of the Company (excluding preferences with respect to the Class L Common Stock of the Company) as of the Effective Date. The terms of the stock option grant shall be set forth in a separate award agreement, the terms of which shall be in a form as agreed upon by the Company and the Executive.

4.5 Additional Payments .

(a) The Executive shall be entitled to receive from the rabbi trust funding the obligations under the Univision Communications, Inc. Change in Control Severance Plan and Univision Communications, Inc. Change in Control Retention Plan (the “Rabbi Trust”) a cash payment of $4,413,788, to be paid on the Effective Date or the day after, less applicable tax withholding.

(b) In exchange for the payments and benefits described in this Section 4.5 , Executive shall execute and deliver to the Company a release waiving his rights to any benefit or payment under the Company’s Change in Control Severance Plan and Change in Control Retention Plan and consenting to the termination of such plans with respect to Executive in a form as set forth in Exhibit A ; provided, however, that Executive shall be entitled to and shall not waive or release his rights with respect to (i) the parachute gross up protection set forth in Section 4 of the Change in Control Severance Plan and (ii) reimbursement for all reasonable legal fees and expenses incurred in seeking to obtain or enforce any right or benefit set forth in Section 4 of the Change in Control Severance Plan (other than any such fees and expenses incurred in pursuing any claim determined by an arbitrator or by a court of competent jurisdiction to be frivolous or not to have been brought in good faith). Executive shall also take all other actions required under the terms of the Trust Agreement, dated February 5, 2007, by and between Univision Communications, Inc., a Delaware corporation, or any successor thereto and United States Trust Company, National Association (the “ Trustee ”) to waive his rights to any payments or benefits under the Company’s Change in Control Severance Plan and Change in Control Retention Plans, other than the amounts described in this Section 4.5 .

4.6 Vacation . Executive shall be entitled to receive a lump sum payment equal to his accrued and unused vacation on the date (or as soon as reasonably practicable thereafter) on which Executive begins to perform services on a less than full-time basis (which date is expected to be after July 1, 2007). Thereafter, Executive shall be entitled to five (5) days of paid vacation for every twelve weeks of full-time employment or equivalent thereof. For example, if Executive works for 24 weeks on a 50% of full-time basis, Executive shall accrue five (5) days of paid vacation.

 

3


4.7 Benefits . During the Employment Period, Executive shall be entitled to participate in the Company’s health plan in effect from time to time on the same basis as other senior executives of the Company, regardless of the number of his business or office hours. Executive shall also be entitled during the Employment Period to participate in the Company’s other benefit plans as in effect from time to time (but excluding any severance or bonus plans unless specifically referenced in this Agreement) on the same basis as those generally made available to other senior executives of the Company, but only to the extent Executive may be eligible to do so under the terms of any such Benefit Plan. Executive understands that any such Benefit Plans may be terminated or amended from time to time by the Company in its discretion.

4.8 Perquisites . During the Employment Period, the Company shall provide the Executive (i) if the Executive is maintaining business and office hours equivalent to at least 50% of a full-time basis, use of an apartment in the proximate area of the Company’s offices in the Los Angeles, CA area, provided that the monthly cost of such apartment shall not exceed $3,500 (and Executive shall be grossed up for income taxes, if any, incurred on such benefit), (ii) reimbursement for the cost of an annual physical examination, (iii) first class air travel and hotel (when traveling for business purposes) and (iv) term life insurance coverage in an amount of $3 million at standard rates.

 

5.

Termination .

5.1 Death or Permanent Disability . In the event of Executive’s death or Permanent Disability during the Employment Period, Executive’s employment with the Company will be deemed terminated and Executive or his legal representatives shall be entitled to receive any accrued but unpaid Base Salary and vacation through the date of termination. As used herein, the term “ Permanent Disability ” shall mean a physical or mental incapacity or disability which renders Executive unable to perform his material duties for a period of 180 days in any twelve-month period.

5.2 Other Terminations of Employment . Subject to Section 5.1, Executive’s obligations pursuant to the first sentence of Section 2 (relating to Grupo Televisa) are expected to continue during the Employment Period. Executive may choose to reduce his office and business hours relating to matters other than Grupo Televisa to zero. However, in the event Executive’s office and business hours (including those related to Grupo Televisa) are reduced to zero for any other reason other than those specified in Section 5.1 , Executive’s employment with the Company will be deemed terminated and Executive shall be entitled to any accrued but unpaid Base Salary and vacation through the date of termination.

5.3 Extended Medical Benefits; No Other Severance . If Executive’s employment is terminated by the Company or on account of Permanent Disability, or on account of the expiration of the Employment Term on the second anniversary of the Effective Date, Executive shall receive one year of continued group medical coverage for Executive and his eligible dependents upon the same terms as provided to senior executive officers of the Company and at the same coverage levels as in effect

 

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immediately prior to such termination of employment, provided that such continued group medical coverage shall cease upon Executive becoming employed by another employer and eligible for medical coverage with such other employer. Executive hereby acknowledges and agrees that, other than the continued group medical coverage described in this Section 5 , upon termination, Executive shall not be entitled to any other severance under any Company benefit plan or severance policy generally available to the Company’s employees or otherwise.

5.4 Reimbursement of Expenses . The Company shall reimburse the Executive for all reasonable and necessary expenses actually incurred by the Executive directly in connection with the business and affairs of the Company and the performance of his duties hereunder, upon presentation of proper receipts or other proof of expenditure and in accordance with such reasonable guidelines or limitations established by the Board from time to time.

 

6.

Restrictions on Activities of the Executive .

6.1 Non-Competition .

(a) Executive shall not, directly or indirectly, be employed by or otherwise perform services for Grupo Televisa until the fifth anniversary of the Effective Date.

(b) Executive further covenants and agrees that during employment and for a period of two years after termination of Executive’s employment under this Agreement (“Cooling Off Period”), Executive will not directly or indirectly engage in any “Business” (as defined below) in the United States and Puerto Rico and any other country in which the Company or any of its affiliates engages in such Business (whether alone, as a partner, joint venturer, officer, director, employee, consultant or investor of any other entity) that is competitive with or adverse to the Company or any of its subsidiaries, including, but not limited to, (x) representing, as talent agent or otherwise, any performer or celebrity, (y) the production of advertising, news or programming of any kind or the distribution or transmission of any such advertising, news or programming wherever produced, or (z) the advertising, marketing, telemarketing or sale of any product, institution or service similar to the Company or any of its subsidiaries, or any of their products or services. Executive also covenants and agrees that during the Cooling-Off Period Executive will not (other than in the performance of Executive’s duties under this Agreement) join or participate wi


 
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