|
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.
-
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.
|
|
4.
|
Termination of Employment .
|
-
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 within sixty (60) days.
(ii) The Executive’s serious misconduct, dishonesty or
disloyalty, which is actually or potentially harmful to the
Company.
(iii) The Executive’s willful, reckless or grossly
negligent act o
|
