Exhibit 99.2
EXECUTIVE EMPLOYMENT
AGREEMENT
THIS EXECUTIVE EMPLOYMENT AGREEMENT
(“Agreement”) dated as of May 13, 2005, is made by and
between Beasley Mezzanine Holdings, LLC, a Delaware limited
liability company (together with any successor thereto, the
“Company”) and Bruce G. Beasley (the
“Executive”).
WHEREAS, the Company desires to
assure itself of the services of the Executive, and the Executive
desires to commit himself to serve the Company, on the terms herein
provided;
NOW, THEREFORE, in consideration of
the foregoing and of the respective covenants and agreements set
forth below the parties hereto agree as follows:
1. Certain
Definitions.
(a) “ Annual Base
Salary ” shall have the meaning set forth in Section
4.
(b) “ Board ”
shall mean the Board of Directors of the Company.
(c) “ Cause ” for
the Company to terminate the Executive’s employment hereunder
shall exist upon the Executive’s:
(i) failure substantially to perform
his duties hereunder, other than any such failure resulting from
the Executive’s Disability, after notice and reasonable
opportunity for cure, all as determined by the Board;
(ii) conviction of a felony or a
crime involving moral turpitude; or
(iii) fraud or personal dishonesty
involving Company assets.
(d) “ Company ”
shall have the meaning set forth in the preamble hereto.
(e) “ Compensation
Committee ” means the compensation committee of the
Board.
(f) “ Contract Year
” shall mean each twelve month period beginning on the
Effective Date or an annual anniversary thereof.
(g) “ Date of
Termination ” shall mean (i) if the Executive’s
employment is terminated by his death, the date of his death; and
(ii) if the Executive’s employment is terminated pursuant to
any of Sections 5(a)(ii) through 5(a)(vi), the date specified in
the Notice of Termination.
(h) “ Disability
” shall mean the absence of the Executive from the
Executive’s duties to the Company on a full-time basis for a
period of 180 consecutive days as a result of incapacity due to
mental or physical illness.
(i) “ Effective Date
” of this Agreement shall mean February 11, 2005.
(j) “ Executive ”
shall have the meaning set forth in the preamble hereto.
(k) “ Good Reason
” for the Executive to terminate his employment shall exist
in the event that the Company fails to make any payment or provide
any benefit hereunder or commits a material breach of this
Agreement and does not cure such failure or breach after notice and
a reasonable opportunity to cure.
(l) “ Notice of
Termination ” shall have the meaning set forth in Section
5(b).
(m) “ Restricted Stock
” shall have the meaning set forth in the 2000 Equity Plan of
Beasley Broadcasting Group, Inc., as amended.
(n) “ Term of
Employment ” shall have the meaning set forth in Section
2(b).
2.
Employment.
(a) Initial Term. The Company
shall continue to employ the Executive and the Executive shall
continue in the employ of the Company, for the period set forth in
this Section 2, in the position set forth in Section 3 and upon the
other terms and conditions herein provided. The initial term of
employment under this Agreement (the “Initial Term”)
shall be for the period beginning on the Effective Date of this
Agreement and shall expire on the third anniversary thereof, unless
earlier terminated as provided in Section 5.
(b) Extension. The employment
term hereunder shall automatically be extended for successive
one-year periods (“Extension Terms” and, collectively
with the Initial Term, the “Term of Employment”) unless
either party gives notice of non-extension to the other no later
than 90 days prior to the expiration of the then-applicable Term of
Employment.
3. Position and
Duties.
(a) Generally. The Executive
shall serve as the President and Chief Operating Officer
(“COO”) of the Company. Subject to reasonable
modification from time to time by the Board or by the Chief
Executive Officer, Executive shall report to the Chief Executive
Officer and shall supervise, control and have responsibility for
the daily operating activities of all radio stations owned by the
Company, including without limitation supervision of station
management, personnel matters, short- and long-term strategic
decision making, station budgets, management of third party
relationships, and disbursements. Executive will, on a full-time
basis, apply all of his skill and experience to the performance of
his duties in such employment and will not, without the prior
consent of the Board, devote substantial amounts of time to outside
business activities. Notwithstanding the foregoing, Executive may
devote a reasonable amount of his time to civic, community,
charitable or passive investment activities.
(b) Subsidiaries. If elected
or appointed thereto, and only for the duration of such elected
term or appointment, the Executive shall serve as a director of the
Company and any of its subsidiaries and/or in one or more executive
offices of any of such subsidiaries, provided that the Executive is
indemnified for serving in any and all such capacities on a basis
consistent with that provided by the Company to other directors of
the Company or similarly situated executive officers of any such
subsidiaries.
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4. Compensation and Related
Matters.
(a) Annual Base Salary. The
Executive shall receive a base salary at a rate of $415,000 per
annum during the first 12 months of the Initial Term, increased on
each anniversary of the Contract Year during the Term of Employment
by (i) five percent per annum, (ii) an amount equal to the amount
payable by the Executive for coverage under the Eligible Benefit
Plans (as defined below, such amount the “Gross Up
Amount”), and (iii) an additional amount equal to taxes
payable by the Executive as a result of the receipt by the
Executive of the Gross Up Amount (such salary, the “Annual
Base Salary”). In its sole discretion, the Compensation
Committee may review the Annual Base Salary with a view toward
consideration of merit increases as the Compensation Committee
deems appropriate. The Annual Base Salary shall be paid in arrears
in substantially equal installments at monthly or more frequent
intervals, in accordance with the normal payroll practices of the
Company. The Annual Base Salary shall be effective retroactively to
the Effective Date and the amounts that the Executive would have
received under this Agreement had it been in entered into on the
Effective Date that are in excess of amounts received by the
Executive since the effective date shall be paid to the Executive
at the time of the first salary payment to the Executive after the
date hereof.
(b) Bonus. Executive shall be
eligible to receive an annual bonus for each fiscal year of the
Company ending during the Term of Employment at the sole discretion
of the Compensation Committee.
(c) Restricted Stock Grant .
In connection with the execution hereof, on July 1, 2005, the
Executive shall be granted 60,000 shares of Restricted Stock
pursuant to the Company’s 2000 Equity Plan of Beasley
Broadcasting Group, Inc., as amended. Such shares of Restricted
Stock shall be governed by the terms of a restricted stock
agreement that is approved by the Compensation
Committee.
(d) Benefits. The Executive
shall be eligible to participate in the 2000 Equity Plan of Beasley
Broadcasting Group, Inc., as amended, and such other equity based
or incentive compensation plans or programs as may be adopted by
the Company from time to time (collectively, the “Equity
Plan”) for its senior executives, at such level and in such
amounts as may be determined by the Compensation Committee in its
sole discretion, subject to the terms and conditions of the Equity
Plan and any applicable award agreements; provided, however, that
in the event Executive violates Section 7 or Section 8 of this
Agreement, all stock options or other equity based or incentive
compensation awards granted under the Equity Plan or otherwise
(whether or not vested) shall, immediately upon the time of the
first such violation, cease to be exercisable and shall thereupon
be cancelled and be of no further force and effect. The Executive
shall be entitled to participate in the other employee benefit
plans, programs and arrangements of the Company (including, without
limitation, health insurance, long-term disability coverage and
vacation for Executive and his eligible dependents) now (or, to the
extent determined by the Compensation Committee, hereafter) in
effect which are applicable to the senior officers of the Company
(the “Eligible Benefit Plans”), subject to and on a
basis consistent with the terms, conditions and overall
administration thereof.
(e) Expenses. The Company
shall reimburse the Executive for all reasonable travel and other
business expenses incurred by his in the performance of his duties
to the Company, in accordance with the Company’s
documentation and other policies with respect thereto.
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5.
Termination.
The Executive’s employment
hereunder may be terminated by the Company or the Executive, as
applicable, without any breach of this Agreement only under the
following circumstances:
(a) Circumstances.
(i) Death. The
Executive’s employment hereunder shall terminate upon his
death. In the event of the death of the Executive during the Term
of this Agreement, Company shall pay to Executive’s widower,
if surviving, otherwise to his estate or legal representative,
compensation at the Annual Base Salary rate then being r
