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EXHIBIT
10.1
EXECUTIVE EMPLOYMENT
AGREEMENT
This Executive Employment
Agreement (the “Agreement”) is entered into effective
as of May 12, 2008 (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 Company’s Executive Vice
President and Chief Financial Officer (“CFO”) during
the term of this Agreement. The Executive will perform such duties
as are customarily performed by a chief financial officer of
similar 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. |
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2. |
Term . Beginning on the Effective Date, the Company
agrees to employ the Executive and the Executive accepts employment
with the Company until May 11, 2011, 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 Three Hundred
Fifty Thousand Dollars ($350,000), 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
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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 and such
other factors as may be considered by the Company’s
Compensation Committee, in its sole discretion.
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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, in its sole
discretion. |
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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. |
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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. |
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e. |
Equity Incentive Grants . The Executive is eligible for
equity incentive grants under the Entravision Communications
Corporation 2004 Equity Incentive Plan. |
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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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g. |
Relocation Expenses . The Company will reimburse the
Executive for the Executive’s reasonable relocation expenses
for transportation of household goods and travel expenses for the
Executive and his immediate family from the New York City
metropolitan area to the Los Angeles metropolitan area, upon
submission to the Company of appropriate standard
documentation. |
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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. |
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). |
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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: |
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(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. |
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