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EXHIBIT 10.8
EXECUTIVE EMPLOYMENT
AGREEMENT
This Executive Employment Agreement (the
"Agreement") is entered into effective as of February 1, 2007
(the "Effective Date") by and between Entravision Communications
Corporation, a Delaware corporation (the "Company"), and
Christopher T. Young (the "Executive").
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a. The Executive shall serve as the President of
the Company’s Outdoor 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.
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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 31, 2010, or
until such time that the Executive’s employment is terminated
in accordance with the terms of this Agreement.
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a. Salary . The Executive will receive an
annual base salary of Two Hundred Sixty-Three Thousand Dollars
($263,000), 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.
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(i) A quarterly bonus of $17,500.00 upon the
achievement of 101.00% of the Company’s budgeted EBITDA goals
for the Outdoor Division, following deduction of Bad Debt, for such
quarter.
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(ii) An annual bonus of $25,000.00 upon the
achievement of 103.00% of the Company’s budgeted EBITDA goals
for the Outdoor Division, following deduction of Bad Debt, for such
fiscal year.
"EBITDA" shall be defined in this Agreement as
total earnings before interest, taxes, depreciation and
amortization as computed in accordance with generally accepted
accounting principles (pro forma as defined by the Compensation
Committee).
"Bad Debt" shall be defined in this Agreement as
follows: (i) for all local accounts sold in a particular
period, any amounts that remain uncollected after one hundred
twenty (120) days; and (ii) for all national accounts
sold in a particular period, any amounts that remain uncollected
after one hundred fifty (150) days; provided , that, in
either case, if any accounts receivable are collected within thirty
(30) days following a prior determination of uncollectibility,
such amounts will be added back to the period from which it was
deducted, less any direct expenses incurred by the Company for
collection of such amount.
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f. 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.
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4.
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Termination of Employment .
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