Exhibit 10.15
EXECUTIVE EMPLOYMENT
AGREEMENT
This Executive Employment Agreement
(the “Agreement”) is entered into effective as of
December 1, 2005 (the “Effective Date”) by and
between Entravision Communications Corporation, a Delaware
corporation (the “Company”), and John F. DeLorenzo
(“Executive”).
1. Employment .
a. Executive shall serve as the
Company’s Executive Vice President and Chief Financial
Officer (“CFO”) during the term of this Agreement.
Executive will perform such duties as are customarily performed by
CFOs of like organizations, including the duties as may reasonably
be assigned from time to time by the Company’s Chief
Executive Officer (“CEO”) that are consistent with such
title and position. Executive shall report directly to the CEO. In
performing his duties, 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. Executive shall devote his entire
productive time, ability and attention to the Company’s
business during the term of this Agreement. 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
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.. 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, 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 Executive and
Executive accepts employment with the Company until
December 31, 2008, or until such time that Executive’s
employment is terminated in accordance with the terms of this
Agreement.
3. Salary and Benefits
.
a. Salary . Executive will
receive an annual base salary of Four Hundred Eight Thousand Eight
Hundred Seven Dollars ($408,807), 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 .
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 .
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 Executive is
eligible.
d. Vacation and Holidays .
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. Executive will also be entitled
to the paid holidays as set forth in the Company’s
policies.
e. Car Allowance . Executive
will receive Six Hundred Dollars ($600) per month as a car
allowance.
f. Stock Options . Executive
is eligible for grants of stock options under the Entravision
Communications Corporation 2004 Equity Incentive Plan.
g. Miscellaneous . The
Company will indemnify 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 Executive may
terminate this Agreement and Executive’s employment at any
time, with or without Cause (as defined below).
b. In the event Executive is
terminated for “Cause,” Executive shall not be entitled
to any severance compensation or any other compensation from the
Company except for such salary and benefits as Executive may have
earned prior to Executive’s termination. If terminated for
“Cause,” 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) 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) Executive’s serious
misconduct, dishonesty or disloyalty, which is actually or
potentially harmful to
