EXHIBIT 10.6
EXECUTIVE EMPLOYMENT
AGREEMENT
This Executive Employment Agreement
(the “Agreement”) is entered into effective as of
January 1, 2007 (the “Effective Date”) by and
between Entravision Communications Corporation, a Delaware
corporation (the “Company”), and Jeffery A. Liberman
(the “Executive”).
a. The Executive shall serve as the
president of the Company’s radio division during the term of
this Agreement. The Executive will perform such duties as are
customarily performed by a similarly-situated individual of like
organizations, including the duties as may reasonably be assigned
from time to time by the Company’s Chief Executive Officer
(the “CEO”) that are consistent with such title and
position. The Executive shall report directly to the CEO. In
performing his duties, the Executive will abide by all applicable
federal, state and local laws, as well as the Company’s
bylaws, rules, regulations and policies, as may be amended from
time to time.
b. The Executive shall devote his
entire productive time, ability and attention to the
Company’s business during the term of this Agreement. The
Executive shall not engage in any other business duties or pursuits
whatsoever, or directly or indirectly render any services of a
business, commercial or professional nature to any other person or
organization, whether for compensation or otherwise, without the
prior written consent of the CEO. The foregoing shall not preclude
the Executive from engaging in appropriate civic, charitable or
religious activities or from devoting a reasonable amount of time
to passive private investments or from serving on the boards of
directors of other entities (provided that any director position
shall require the prior written consent of the CEO), as long as
such activities and/or services do not interfere or conflict with
his responsibilities to the Company, and any provision of this
Agreement. The Executive shall not directly or indirectly acquire,
hold or retain any interest in any business competing with or
similar in nature to the business of the Company, or which in any
other way creates a conflict of interest, except for up to one
percent (1%) ownership interests in public companies. During
the term of this Agreement, the Executive shall not in any way
engage or participate in any business that is in competition with
the Company.
2. Term . Beginning on the
Effective Date, the Company agrees to employ the Executive and the
Executive accepts employment with the Company until January 2,
2010, or until such time that the Executive’s employment is
terminated in accordance with the terms of this
Agreement.
a. Salary . The Executive
will receive an annual base salary of Three Hundred Eighty-Two
Thousand Dollars ($382,000), payable in equal installments
according to the Company’s regular paydays, less any
applicable taxes and withholding (the “Base Annual
Compensation”). The Base Annual Compensation may be
increased, in the discretion of the Company’s Compensation
Committee, on the first and second anniversaries of the Effective
Date of this Agreement. The increase, if any, to the Base Annual
Compensation made on the first and/or second anniversaries of the
Effective Date of this Agreement shall be made with reference to
the increase in base compensation given, in the same time period,
to the Company’s employees generally.
b. Discretionary Bonus . The
Executive is eligible for a discretionary annual bonus of up to
fifty percent (50%) of his then-applicable Base Annual
Compensation, subject to the approval of the Company’s
Compensation Committee.
c. Benefit Coverage . The
Executive is entitled to participate in all executive benefit
programs and plans established by the Company from time to time for
the benefit of its executives generally and for which the Executive
is eligible.
d. Vacation and Holidays .
The Executive is entitled to paid vacation time in accordance with
the vacation policies established by the Company for its employees,
as may be amended from time to time. The Executive will also be
entitled to the paid holidays as set forth in the Company’s
policies.
e. Car Allowance . The
Executive will receive Eight Hundred Dollars ($800) per month as a
car allowance.
f. Equity Incentive Grants .
The Executive is eligible for equity incentive grants under the
Entravision Communications Corporation 2004 Equity Incentive
Plan.
g. Expenses . The Company
will pay on behalf of the Executive (or reimburse the Executive
for) reasonable expenses incurred by the Executive at the request
of, or on behalf of, the Company in performance of the
Executive’s duties pursuant to this Agreement, and in
accordance with the Company’s employment policies. The
Executive must prepare and submit expense reports with respect to
such expenses in accordance with the Company’s
policies.
h. Miscellaneous . The
Company will indemnify the Executive consistent with the
Company’s other executive officers and its legal obligations
under California Labor Code Section 2802.
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4.
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Termination
of Employment .
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a. The Company or the Executive may
terminate this Agreement and the Executive’s employment at
any time, with or without Cause (as defined below).
b. In the event the Executive is
terminated for “Cause,” the Executive shall not be
entitled to any severance compensation or any other compensation
from the Company except for such salary and benefits as the
Executive may have earned prior to the Executive’s
termination. If terminated for “Cause,” the Executive
shall be ineligible for any bonus, prorated or otherwise. For
purposes of this Agreement, the Company may terminate this
Agreement for “Cause” for any of the following
reasons:
(i) The Executive’s continued
failure to substantially perform his job duties and
responsibilities, provided that written notice is provided by the
Company and the performance problem is not satisfactorily cured
withi
