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EXHIBIT
10.2
SEPARATION AND TRANSITION
AGREEMENT
This Separation and
Transition Agreement (the “Agreement”) is entered into
effective April 11, 2008, by and between John F. DeLorenzo, in
his individual capacity (“DeLorenzo”) and Entravision
Communication Corporation, a Delaware corporation (the
“Company”), as set forth below.
RECITALS
A. DeLorenzo has been
employed as Company’s Executive Vice President and Chief
Financial Officer, pursuant to the terms and conditions of that
certain Executive Employment Agreement dated December 1, 2005
by and between the Company and DeLorenzo (the “Employment
Agreement”).
B. DeLorenzo has been issued
restricted stock units and options to purchase the Company’s
Common Stock, each as set forth in Section 2 below.
C. The parties desire to
enter into this Agreement memorialize certain agreements and
understandings among the parties with respect to DeLorenzo’s
employment with the Company and his equity incentive
awards.
NOW, THEREFORE, in
consideration of the premises and the mutual covenants and
agreements contained herein, and for such other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows.
AGREEMENT
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1. |
Resignation from Office; Termination of Employment
Relationship . Effective as of the close of business on
May 9, 2008 (the “Resignation Date”), DeLorenzo
shall and hereby does by his execution of this Agreement resign as
an officer and employee of the Company and any of the
Company’s affiliated or subsidiary entities. Effective as of
the Resignation Date, the Employment Agreement is hereby terminated
and shall be of no further force or effect and hereinafter
DeLorenzo’s relationship with the Company shall be governed
by this Agreement. From and after the Resignation Date, DeLorenzo
shall serve as an at-will consultant of the Company until
December 31, 2008 (the “Termination Date”) during
which period DeLorenzo shall be paid an aggregate amount equal to
One Hundred Eight Thousand Four Hundred Twenty Five Dollars
($108,425) payable in equal monthly installments in arrears in
accordance with the Company’s customary payment practices;
provided, however, that for and during such period, DeLorenzo shall
not be entitled to any bonus, car allowance or other compensation
of any kind or nature. DeLorenzo shall not report to or be present
at any office of the Company or any of its affiliated or subsidiary
entities; provided, however that, during such time period,
DeLorenzo shall be available to the Company on an as needed basis
as directed by the Company and/or any authorized officer of the
Company to provide services in connection with the Company’s
accounting and financial functions, not to exceed ten
(10) hours in any given month. Notwithstanding anything herein
to the contrary, if DeLorenzo has not been terminated for cause
pursuant to the terms of the Employment Agreement prior to
May 9, 2008, then DeLorenzo shall also be entitled to a
discretionary bonus for the first quarter of 2008 in an amount
equal to Twenty Seven Thousand One Hundred Six Dollars ($27,106),
payable in accordance with the Company’s customary payroll
practices, less all applicable federal and state taxes and
withholdings. |
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a. |
Restricted Common Stock . The Company has previously
issued DeLorenzo an aggregate of 50,000 restricted stock units (the
“Issued Restricted Stock Units”), 25,000 of which were
issued in 2006 (the “2006 Units”) and 25,000 of which
were issued in 2007 (the “2007 Units”), each pursuant
to a Restricted Stock Unit Award by and between DeLorenzo and the
Company (“Restricted Stock Unit Award(s)”). The Issued
Restricted Stock Units are subject to vesting schedules as set
forth in the applicable Restricted Stock Unit Award. For and in
consideration of the covenants and releases granted herein, the
Company has agreed, and each Restricted Stock Unit Award with
respect to the 2006 Units shall be and hereby is amended to
reflect, that, provided DeLorenzo has not been terminated for cause
pursuant to the terms of the Employment Agreement prior to
May 9, 2008, an aggregate of 25,000 of the 2006 Units (the
“Vested Restricted Stock Units”) shall be deemed vested
as of November 15, 2008 and the remaining Issued Restricted
Stock Units shall be and hereby are immediately forfeited to the
Company for cancellation and are null and void and of no further
force or effect. |
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b. |
Stock Options to Purchase Common Stock . The Company has
previously granted DeLorenzo options to purchase an aggregate of
330,000 shares of the Company’s Common Stock (the
“Options”) pursuant to option agreements for grants
made on the following dates: December 20,
2002; January 29, 2004; April 6, 2004; and
January 28, 2005 ( the “Option Agreements”), and
each of the Options are fully vested in accordance with its
respective terms. In accordance with the terms of each applicable
Option Agreement, DeLorenzo shall have the right to exercise the
Options until the date that is ninety (90) days after the
Termination Date ( i.e. March 31, 2009), at which time
each Option shall automatically expire if not exercised prior to
that date in accordance with the terms of the applicable Option
Agreement and shall be of no further force or effect. |
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c. |
No Other Equity . All other claims or rights with
respect to any equity or other security in the Company in which
DeLorenzo may possess (including, but not limited to, any other
claim to common stock and/or common stock options) are hereby
waived and forever released and terminated. |
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d. |
Health Coverage . From and after the date of this
Agreement through and including the Resignation Date, DeLorenzo
shall continue to be eligible to participate in health benefit
programs and plans of the Company in effect during such period to
the extent DeLorenzo is currently participating in the same.
Beginning on the Resignation Date and ending on the date that is
eighteen (18) months thereafter, or November 30, 2009,
DeLorenzo shall be eligible for COBRA benefits which would allow
DeLorenzo to continue certain health care benefits at
DeLorenzo’s sole cost and expense as permitted under each
applicable benefit plan and under applicable federal or state law;
provided that the costs and expense of such COBRA benefits shall be
at the Company’s expense during the period beginning on the
Resignation Date through the Termination Date. |
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3. |
Return of Personal Property . Concurrently herewith,
DeLorenzo shall return to the Company any and all personal property
provided to him by the Company that is in his
possession. |
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4. |
General Release of All Claims : |
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a. |
Except as
expressly set forth in this Agreement, for and in consideration of
the mutual covenants set forth herein, which are hereby excluded
from and survive this general release, DeLorenzo, on his own
behalf, and on behalf of his grantees, agents, representatives,
heirs, devisees, trustees, assigns, assignors, attorneys, or any
other entities in which DeLorenzo has an interest (collectively
“Releasors”), hereby agrees to release and forever
discharge by this Agreement the Company, its past and present
agents, employees, representatives, officers, directors,
shareholders, attorneys, accountants, insurers, receivers,
advisors, consultants, partners, partnerships, parents,
divisions,
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subsidiaries, affiliates,
assigns, successors, heirs, predecessors in interest, joint
ventures, and commonly-controlled corporations (collectively
“Releasees”) from all liabilities, causes of actions,
charges, complaints, suits, claims, obligations, costs, losses,
damages, rights, judgments, attorneys’ fees, expenses, bonds,
bills, penalties, fines, and all other legal responsibilities of
any form whatsoever whether known or unknown, whether suspected or
unsuspected, whether fixed or contingent, arising from any acts or
omissions occurring prior to the effective date of this Agreement
by Releasees, including those arising under any theory of law,
whether common, constitutional, statutory or other of any
jurisdiction, foreign or domestic, whether known or unknown,
whether in law or in equity, which he had or may claim to have
against any of them. Releasors specifically release claims under
all applicable state and federal laws, based on age, sex,
pregnancy, race, color, national origin, marital status, religion,
veteran status, disability, sexual orientation, medical condition,
or other anti-discrimination laws, including, without limitation,
Title VII of the Civil Rights Act of 1964 as amended, the Age
Discrimination in Employment Act (Title 29, United States Code,
Sections 621, et seq.) (“ADEA”), the Americans with
Disabilities Act, the Fair Labor Standards Act, the Family Medical
Leave Act, and the California Fair Employment and Housing Act, the
California Workers’ Compensation Act, the California Labor
Code, including sections 200, et seq., 970 and 132a, the California
Civil Code, and the California Constitution, as well as all common
law claims, whether arising in tort or contract (collectively
referred to as “Released Matters”). If any governmental
agency should assume jurisdiction over the claim, charge or
complaint concerning alleged discrimination arising out of
DeLorenzo’s employment with the Company, Releasors also waive
the right to recover damages or any other remedy as a result of
such claim, charge or complaint. DeLorenzo hereby acknowledges and
agrees that, except as expressly set forth in this Agreement, the
Company and Releasees have no other liabilities or obligations, of
any kind or nature, owed to DeLorenzo in connection with or
relating to DeLorenzo’s employment and/or business
relationship with the same.
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b. |
Except as expressly set forth in this Agreement, for and in
consideration of the mutual covenants set forth herein, which are
hereby excluded from and survive this general release, the Company
hereby agrees to release and forever discharge by this Agreement
DeLorenzo, his past and present agents, employees, representatives,
officers, directors, shareholders, attorneys, accountants,
insurers, receivers, advisors, consultants, partners, partnerships,
parents, divisions, subsidiaries, affiliates, assigns, successors,
heirs, predecessors in interest, joint ventures, and
commonly-controlled corporations (collectively,
“Releasees”) fro |
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