SEC Info  
    Home      Search      My Interests      Help      Sign In      Please Sign In

Entravision Communications Corp – ‘10-Q’ for 9/30/18 – ‘EX-10.1’

On:  Thursday, 11/8/18, at 4:43pm ET   ·   For:  9/30/18   ·   Accession #:  1564590-18-28604   ·   File #:  1-15997

Previous ‘10-Q’:  ‘10-Q’ on 8/6/18 for 6/30/18   ·   Next:  ‘10-Q’ on 5/15/19 for 3/31/19   ·   Latest:  ‘10-Q’ on 11/2/23 for 9/30/23   ·   3 References:   

Find Words in Filings emoji
 
  in    Show  and   Hints

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/08/18  Entravision Communications Corp   10-Q        9/30/18   49:9.9M                                   ActiveDisclosure/FA

Quarterly Report   —   Form 10-Q   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML    720K 
 2: EX-10.1     Material Contract                                   HTML     30K 
 3: EX-31.1     Certification -- §302 - SOA'02                      HTML     22K 
 4: EX-31.2     Certification -- §302 - SOA'02                      HTML     22K 
 5: EX-32       Certification -- §906 - SOA'02                      HTML     20K 
12: R1          Document and Entity Information                     HTML     47K 
13: R2          Consolidated Balance Sheets (Unaudited)             HTML    108K 
14: R3          Consolidated Balance Sheets (Parenthetical)         HTML     58K 
                (Unaudited)                                                      
15: R4          Consolidated Statements of Operations (Unaudited)   HTML    112K 
16: R5          Consolidated Statements of Operations               HTML     32K 
                (Parenthetical) (Unaudited)                                      
17: R6          Consolidated Statements of Comprehensive Income     HTML     41K 
                (Loss) (Unaudited)                                               
18: R7          Consolidated Statements of Cash Flows (Unaudited)   HTML    122K 
19: R8          Basis of Presentation                               HTML     22K 
20: R9          The Company and Significant Accounting Policies     HTML    350K 
21: R10         Revenues                                            HTML    119K 
22: R11         Segment Information                                 HTML    577K 
23: R12         Commitments and Contingencies                       HTML     20K 
24: R13         Acquisitions                                        HTML    115K 
25: R14         Significant Transactions                            HTML     20K 
26: R15         The Company and Significant Accounting Policies     HTML    382K 
                (Policies)                                                       
27: R16         The Company and Significant Accounting Policies     HTML    275K 
                (Tables)                                                         
28: R17         Revenues (Tables)                                   HTML    107K 
29: R18         Segment Information (Tables)                        HTML    574K 
30: R19         Acquisitions (Tables)                               HTML    115K 
31: R20         The Company and Significant Accounting Policies -   HTML    193K 
                Additional Information (Detail)                                  
32: R21         The Company and Significant Accounting Policies -   HTML     23K 
                Summary of Non-Vested Restricted Stock Units                     
                Granted (Detail)                                                 
33: R22         The Company and Significant Accounting Policies -   HTML     51K 
                Reconciliation of Basic and Diluted Income (Loss)                
                Per Share (Detail)                                               
34: R23         The Company and Significant Accounting Policies -   HTML     36K 
                Fair Value Assets and Liabilities Measured on                    
                Recurring Basis (Detail)                                         
35: R24         The Company and Significant Accounting Policies -   HTML     37K 
                Summary of Amortized Cost and Unrealized Gains                   
                (Losses) of Available for Sale Securities (Detail)               
36: R25         The Company and Significant Accounting Policies -   HTML     40K 
                Summary of Components of AOCI (Detail)                           
37: R26         Revenues - Summary of Revenues Disaggregated by     HTML     32K 
                Major Source (Detail)                                            
38: R27         Revenues - Summary of Disaggregation of Broadcast   HTML     30K 
                Advertising Revenue by Sales Channel (Detail)                    
39: R28         Revenues - Summary of Deferred Revenue (Detail)     HTML     23K 
40: R29         Segment Information - Additional Information        HTML     34K 
                (Detail)                                                         
41: R30         Segment Information - Separate Financial Data for   HTML    128K 
                Each of Company's Operating Segment (Detail)                     
42: R31         Acquisitions - Additional Information (Detail)      HTML     52K 
43: R32         Acquisitions - Summary of Initial Purchase Price    HTML     38K 
                Allocation (Detail)                                              
44: R33         Acquisitions - Changes in Carrying Amount of        HTML     27K 
                Goodwill (Detail)                                                
45: R34         Acquisitions - Schedule of Unaudited Pro Forma      HTML     35K 
                Information (Detail)                                             
46: R35         Significant Transactions - Additional Information   HTML     32K 
                (Detail)                                                         
48: XML         IDEA XML File -- Filing Summary                      XML     83K 
47: EXCEL       IDEA Workbook of Financial Reports                  XLSX     66K 
 6: EX-101.INS  XBRL Instance -- evc-20180930                        XML   3.25M 
 8: EX-101.CAL  XBRL Calculations -- evc-20180930_cal                XML    132K 
 9: EX-101.DEF  XBRL Definitions -- evc-20180930_def                 XML    508K 
10: EX-101.LAB  XBRL Labels -- evc-20180930_lab                      XML    898K 
11: EX-101.PRE  XBRL Presentations -- evc-20180930_pre               XML    695K 
 7: EX-101.SCH  XBRL Schema -- evc-20180930                          XSD    123K 
49: ZIP         XBRL Zipped Folder -- 0001564590-18-028604-xbrl      Zip    165K 


‘EX-10.1’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



 <!   C: 

Exhibit 10.1

 

ENTRAVISION COMMUNICATIONS CORPORATION

 

2004 EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD

 

Grantee: [Director Name]

 

You have been granted an award of Restricted Stock Units (an “Award”) under the Entravision Communications Corporation (the “Company”) 2004 Equity Incentive Plan, as amended (the “Plan”), with the following terms and conditions:

 

Grant Date:

 

 

 

Number of Restricted

Stock Units:

 

 

 

Vesting Schedule:

All of your Restricted Stock Units will vest in full on the earlier of: (x) May 31, 2019 or (y) the business day immediately preceding the date of the Company’s 2019 annual stockholders meeting, provided that you are a member of the Board of Directors on either such date, as applicable.  Notwithstanding the foregoing, if your service on the Board of Directors terminates as a result of death or Disability prior to the vesting date, your Restricted Stock Units will become fully vested on the date of such termination.  If you are a member of the Board of Directors at the time of a Change of Control, your Restricted Stock Units will vest as determined by the Compensation Committee of the Board of Directors of the Company (the “Committee”) or otherwise as provided by Section 16(c) of the Plan (provided, that, for purposes of Section 16(d) of the Plan and notwithstanding anything therein, accelerated vesting of Restricted Stock Units will be cut back as necessary to avoid the application of Section 280G of the Code, if applicable, and neither you nor the Company will have any discretion to elect other compensation to be cut back prior to cutting back any accelerated vesting under this Award).  Upon any other termination of your service on the Board of Directors prior to the vesting date, you will forfeit the Restricted Stock Units.  

 

 

[Issuance of Shares:

As soon as practicable following the vesting date and in all events within 30 days following such date, the Company will issue in your name a number of Shares equal to the number of vested Restricted Stock Units (and you will forfeit any then-unvested Restricted Stock Units as of such date after accounting for any accelerated vesting).]

 

 

[Issuance of Shares:

As soon as practicable following your “separation from service” with the Company (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the guidance promulgated thereunder (“Section 409A”)) and within 30 days following such event, the Company will issue in your name a number of Shares equal to the number of vested Restricted Stock Units (and you will forfeit any then-unvested Restricted Stock Units as of such date after accounting for any accelerated vesting).]  

 

 

 


 

Transferability of

Restricted Shares:

By accepting this Award, you agree not to sell any Shares acquired under this Award at a time when applicable laws, Company policies (including, without limitation, the Company’s Insider Trading Policy) prohibit such sale.

 

 

Rights as Shareholder:

You will not be deemed for any purpose to be a stockholder of the Company with respect to any of the Restricted Share Units unless and until Shares are issued therefor upon vesting of the units.

 

 

Transferability of Award:

You may not transfer, assign, hypothecate, pledge or encumber this Award for any reason, other than any transfer under your will or as required by intestate laws.  Except for permitted transfers as described in the foregoing sentence, any attempted transfer, assignment, hypothecation, pledge or encumbrance will be null and void.  Your Restricted Stock Units are not subject to any offset for any amounts that may be owed to the Company or otherwise.

 

 

Tax Withholding:

To the extent that the payment of the Restricted Stock Units results in income to you for Federal, state or local income tax purposes, the Company will withhold that number of Shares otherwise deliverable to you having an aggregate Fair Market Value on the date the tax is to be determined equal to the minimum statutory total tax that the Company must withhold.  The value of any fractional Share remaining shall be paid in cash.

 

 

 

2


 

Miscellaneous:

The existence of this Award shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business, or any merger or consolidation of the Company, or any issuance of bonds, debentures, preferred or prior preference stock senior to or affecting the common stock or the rights thereof, or dissolution or liquidation of the Company, or any sale or transfer of all or any part of the Company’s assets or business or any other corporate act or proceeding, whether of a similar character or otherwise.

This Award shall be interpreted by the Committee and any interpretation by the Committee of the terms of this Award or the Plan and any determination made by the Committee pursuant to this Award shall be final, binding and conclusive.

The issuance of Shares under this Award shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

This Award is not intended to provide for a deferral of compensation that would be subject to Section 409A of the Code (“Section 409A”). If, notwithstanding the parties’ intent in this regard, at the time of your termination of Service, you are determined to be a “specified employee” as defined in Section 409A, and one or more of the payments or benefits received or to be received by you pursuant to the Restricted Stock Units would constitute deferred compensation subject to Section 409A, no

such payment or benefit will be provided under the Restricted Stock Units until the earliest of (A) the first payroll date which is six (6) months and one (1) day after your “separation from service” for any reason, other than death (as such term is used in Section 409A(a)(2) of the Code), (B) the date of your death or (C) the effective date of a “change in the ownership or effective control” or a “change in ownership of a substantial portion of the assets” of the Company (as such terms are used in Section 409A(a)(2)(A)(v) of the Code). The provisions of this section shall only apply to the extent required to avoid your incurrence of any additional tax or interest under Section 409A or any regulations or U.S. Department of the Treasury (“guidance promulgated thereunder.  The Company makes no representation that these Restricted Stock Units are not subject to Section 409A nor makes any undertaking to preclude Section 409A from applying to these Restricted Stock Units.  

 

This Restricted Stock Unit Award is granted under and governed by the terms and conditions of the Plan.  Additional provisions regarding your Award and definitions of capitalized terms used and not defined in this Award can be found in the Plan.  

 

3


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
5/31/193,  4,  8-K
Filed on:11/8/18
For Period end:9/30/18
 List all Filings 


3 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/16/22  Entravision Communications Corp.  10-K       12/31/21  109:23M                                    Donnelley … Solutions/FA
 8/02/21  Entravision Communications Corp.  S-8         8/02/21    4:170K                                   ActiveDisclosure/FA
 4/12/21  Entravision Communications Corp.  10-K       12/31/20  108:20M                                    ActiveDisclosure/FA
Top
Filing Submission 0001564590-18-028604   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
AboutPrivacyRedactionsHelp — Tue., Apr. 30, 1:11:25.1pm ET