Exhibit 10.2
ENTRAVISION COMMUNICATIONS CORPORATION
Executive SEVERANCE AND CHANGE IN CONTROL pLAN
The Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Entravision Communications Corporation (the “Company”) has determined that the Entravision Communications Corporation Executive Severance and Change in Control Plan (this “Plan”) should be adopted to reinforce and encourage the continued attention and dedication of the Company’s Covered Executives (as defined in Section 1 hereof) to their assigned duties in the event of an involuntary termination of employment, either before or after a Change in Control (as defined in Section 1 hereof). Nothing in this Plan shall be construed as creating an express or implied contract of employment and nothing shall alter the “at will” nature of the Covered Executives’ employment with the Company.
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All Covered Executives who have executed and submitted to the Company a Participation Agreement are eligible to participate in this Plan (as a member of their designated Group). Following the designation of a Covered Executive as a Group I Executive, Group II Executive or Group III Executive, such Covered Executive may not, without the prior written consent of the Covered Executive, have such Covered Executive’s designation be removed or re-designated to a different group. Notwithstanding the foregoing, if a Covered Executive ceases to be an executive or employee of the Company for any reason other than the termination of such Covered Executive’s employment by the Company without Cause or by the Covered Executive for Good Reason, then such individual shall immediately cease to be a Covered Executive and shall no longer have any rights pursuant to this Plan.
If the employment of a Covered Executive is terminated outside of the Change in Control Period either by the Company without Cause or by the Covered Executive for Good Reason, then, in addition to the Accrued Benefits, and subject to the Covered Executive’s execution of a Separation Agreement and Release and such Separation Agreement and Release becoming irrevocable, all within the time frame set forth in the Separation Agreement and Release but in no event to exceed 60 days from the Date of Termination:
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The amounts payable under Sections 4(a)(i), 4(b)(i) and 4(c)(i) shall be paid out in single lump sum within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments, to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid in the second calendar year by the last day of such 60-day period. The amounts payable under Sections 4(a)(iv), 4(b)(iv) and 4(c)(iv), to the extent taxable, shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over 12 months, commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments, to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination The amounts payable under Sections 4(a)(ii), 4(b)(ii) and 4(c)(ii) shall be paid in one lump sum at the time that the Company pays annual bonuses to similar executives who do not experience a termination of
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employment (but in no event later than March 15 of the calendar year following the Covered Executive’s Date of Termination). Each payment pursuant to this Plan is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).
Notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, in the event that any stock options, restricted stock units, or other stock-based awards held by a Covered Executive are not assumed, substituted, or continued by the acquiror in connection with a Change in Control pursuant to the terms of the 2004 Equity Incentive Plan, the unvested portion of Time-Based Equity Awards shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of immediately prior to a Change in Control.
If the employment of a Covered Executive is terminated during the Change in Control Period either by the Company without Cause or by the Covered Executive for Good Reason, then, in addition to the Accrued Benefits, subject to the Covered Executive’s execution of a Separation Agreement and Release and such Separation Agreement and Release becoming irrevocable, all within the time frame set forth in the Separation Agreement and Release but in no event to exceed 60 days from the Date of Termination:
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The amounts payable under Sections 6(a)(i), 6(a)(ii), 6(b)(i), 6(b)(ii), 6(c)(i) and 6(c)(ii) shall be paid in a single lump sum within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments, to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid in the second calendar year by the last day of such 60-day period. The amounts payable under Sections 6(a)(iv), 6(b)(iv) and 6(c)(iv), to the extent taxable, shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over 18 or 12 months (as applicable), commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments, to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Plan is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).
For the avoidance of doubt, the severance pay and benefits provided in this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 4, and no Covered Executive shall be entitled to the severance pay and benefits under both Section 4 and 6 hereof.
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(i) if the Covered Executive is not the Chief Executive Officer of the Company:
Attention: Chief Executive Officer
Entravision Communications Corporation
2425 Olympic Boulevard, Suite 6000 West
Santa Monica, California 90404
with a copy to:
Attention: General Counsel
Entravision Communications Corporation
2425 Olympic Boulevard, Suite 6000 West
Santa Monica, California 90404
(ii) if the Covered Executive is the Chief Executive Officer of the Company:
Attention: Chair of the Board of Directors
Entravision Communications Corporation
2425 Olympic Boulevard, Suite 6000 West
Santa Monica, California 90404
with a copy to:
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Attention: General Counsel
Entravision Communications Corporation
2425 Olympic Boulevard, Suite 6000 West
Santa Monica, California 90404
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