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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/09/14 Entravision Communications Corp 10-Q 3/31/14 37:6.1M ActiveDisclosure/FA |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 434K
2: EX-10 Ex-10.1 HTML 28K
3: EX-31 Ex-31.1 HTML 19K
4: EX-31 Ex-31.2 HTML 19K
5: EX-32 Certification -- §906 - SOA'02 HTML 17K
23: R1 Document and Entity Information HTML 35K
17: R2 Consolidated Statements of Operations HTML 23K
(Parenthetical)
21: R3 Consolidated Balance Sheets HTML 105K
25: R4 Consolidated Balance Sheets (Parenthetical) HTML 49K
34: R5 Consolidated Statements of Operations HTML 60K
18: R6 Consolidated Statements of Comprehensive Income HTML 28K
(Loss)
20: R7 Consolidated Statements of Cash Flows HTML 86K
16: R8 Basis of Presentation HTML 22K
14: R9 The Company and Significant Accounting Policies HTML 225K
35: R10 Segment Information HTML 178K
27: R11 Litigation HTML 15K
26: R12 The Company and Significant Accounting Policies HTML 242K
(Policies)
30: R13 The Company and Significant Accounting Policies HTML 145K
(Tables)
31: R14 Segment Information (Tables) HTML 171K
29: R15 The Company and Significant Accounting Policies - HTML 89K
Additional Information (Detail)
32: R16 The Company and Significant Accounting Policies - HTML 45K
Reconciliation of Basic and Diluted Income (Loss)
Per Share (Detail)
22: R17 The Company and Significant Accounting Policies - HTML 156K
Additional Information 1 (Detail)
24: R18 The Company and Significant Accounting Policies - HTML 23K
Margin for Revolving Loans (Detail)
28: R19 Fair Value Measurements - Fair Value Assets and HTML 26K
Liabilities Measured on Recurring Basis (Detail)
37: R20 Accumulated Other Comprehensive Income (Loss) HTML 27K
(Detail)
33: R21 Segment Information - Additional Information HTML 18K
(Detail)
19: R22 Segment Information - Separate Financial Data for HTML 73K
Each of Company's Operating Segment (Detail)
36: XML IDEA XML File -- Filing Summary XML 50K
12: EXCEL IDEA Workbook of Financial Reports XLSX 91K
15: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 1.04M
6: EX-101.INS XBRL Instance -- evc-20140331 XML 1.28M
8: EX-101.CAL XBRL Calculations -- evc-20140331_cal XML 81K
9: EX-101.DEF XBRL Definitions -- evc-20140331_def XML 490K
10: EX-101.LAB XBRL Labels -- evc-20140331_lab XML 670K
11: EX-101.PRE XBRL Presentations -- evc-20140331_pre XML 540K
7: EX-101.SCH XBRL Schema -- evc-20140331 XSD 98K
13: ZIP XBRL Zipped Folder -- 0001564590-14-002014-xbrl Zip 99K
Exhibit 10.1
THIRD AMENDMENT
TO THE
ENTRAVISION COMMUNICATIONS CORPORATION
2004 EQUITY INCENTIVE PLAN
This Third Amendment to the Entravision Communications Corporation 2004 Equity Incentive Plan (“Amendment”) is made effective as of April 23, 2014 (the “Effective Date”) by Entravision Communications Corporation, a Delaware corporation (the “Company”). All capitalized terms not defined in this Amendment shall be defined as set forth in the Plan.
WHEREAS, the Company maintains the Entravision Communications Corporation 2004 Equity Incentive Plan, as amended (the “Plan”);
WHEREAS, since the Plan’s adoption in 2004, there have been changes in tax law and other requirements applicable to the Plan; and
WHEREAS, these changes make it desirable to amend the terms of the Plan to clarify its interpretation and administration to avoid potentially adverse tax or accounting consequences.
1. | NOW THEREFORE BE IT RESOLVED, that effective as of the Effective Date, the Plan is hereby amended as follows: |
(a) | The following sentence is added to the end of the definition of “Change of Control” in Section 2(f): |
Notwithstanding the foregoing, with respect to an Award that is or may be considered deferred compensation subject to Code Section 409A, the definition of “Change of Control” herein shall be amended and interpreted in a manner that allows the definition to satisfy the requirements of a change of control under Code Section 409A solely for purposes of complying with the requirements of Code Section 409A.
(b) | The definition of “Fair Market Value” in Section 2(p) is amended and restated in its entirety to read as follows: |
“Fair Market Value” means, per Share on a particular date, (i) if the Stock is listed for trading on the New York Stock Exchange, the last reported sales price on the date in question as reported in The Wall Street Journal, or if no sales of Stock occur on the date in question, on the last preceding date on which there was a sale on such exchange; or (ii) if the Stock is not listed or admitted to trading on the New York Stock Exchange, the last reported sales price on the date in question on the principal national securities exchange on which the Stock is listed or admitted to trading, or if no sales of Stock occur on the date in question, on the last preceding date on which there was a sale on such exchange; or (iii) if the Stock is not listed or admitted to trading on any national securities exchange, the last sales price on the date in question in the over-the-counter market reported by such reporting system as is then in use, or if no sales of Stock occur on the date in question, on the last preceding date on which there was a sale; or (iv) if on any such date the Stock is not reported on any such system, the last sales price on the date in question as furnished by a professional market making a market in the Stock selected by the Board for the date in question, or if no sales of Stock occur on the date in question, on the last preceding date on which there was a sale; or (v) if on any such date no market maker is making a market in the Stock, the price as determined in good faith by the Committee.
(c) | The following sentence is added to the end of Section 9 (Performance Awards): |
Unless otherwise provided by the Committee, a Participant shall not be entitled to, and shall agree to waive or otherwise surrender, any rights to receive dividends or dividend equivalents paid with respect to Performance Shares or Performance Units valued in Shares until after the Performance Shares or Performance Units have been earned.
(d) | Section 14(f) is amended and restated in its entirety to read as follows: |
(f) Repricing and Backdating Prohibited. Notwithstanding anything in this Plan to the contrary, and except for the adjustments provided in Section 16, neither the Committee nor any other person may decrease the exercise or grant price for any outstanding Option or SAR after the date of grant, cancel an outstanding Option or SAR in exchange for cash or other Awards (other than cash or other Awards with a value equal to the excess of the Fair Market Value of the Shares subject to such Option or SAR at the time of cancellation over the exercise or grant price for such Shares) or allow a Participant to surrender an outstanding Option or SAR to the Company as consideration for the grant of a new Option or SAR with a lower exercise price. In addition, the Committee may not make a grant of an Option or SAR with a grant date that is effective prior to the date the Committee takes action to approve such Award.
(e) | New subsection (g) is added to Section 14 (Termination and Amendment of Plan; Amendment, Modification or Cancellation of Awards), reading in its entirety as follows: |
(g) Recoupment. Any Awards granted pursuant to the Plan, and any Stock issued or cash paid pursuant to an Award, shall be subject to (A) any recoupment, clawback, equity holding, stock ownership or similar policies adopted by the Company from time to time and (B) any recoupment, clawback, equity holding, stock ownership or similar requirements made applicable by law, regulation or listing standards to the Company from time to time.
(f) | New subsections (c) and (d) are added to Section 15 (Taxes), reading in their entirety as follows: |
(c) No Guarantee of Tax Treatment. Notwithstanding any provisions of the Plan, the Company does not guarantee to any Participant or any other person with an interest in an Award that (i) any Award intended to be exempt from Code Section 409A shall be so exempt, (ii) any Award intended to comply with Code Section 409A or Code Section 422 shall so comply, or (iii) any Award shall otherwise receive a specific tax treatment under any other applicable tax law, nor in any such case will the Company or any Affiliate be obligated to indemnify, defend or hold harmless any individual with respect to the tax consequences of any Award.
(d) Participant Responsibility. If a Participant shall dispose of Stock acquired through exercise of an Incentive Stock Option within either (i) two years after the date the Option is granted or (ii) one year after the date the Option is exercised (i.e., in a disqualifying disposition), such Participant shall notify the Company within seven days of the date of such disqualifying disposition.
(g) | The first occurrence of the word “may” in Section 16(a) is replaced with the word “shall.” |
(h) | The following sentences are added to the end of Section 17(b): |
Notwithstanding the foregoing, for purposes of an Award that is subject to Code Section 409A, if a Participant's termination of employment or service triggers the payment of compensation under such Award, then the Participant will be deemed to have terminated employment or service upon his or her “separation from service” within the meaning of Code Section 409A. Notwithstanding any other provision in this Plan or an Award to the contrary, if any Participant is a “specified employee” within the meaning of Code Section 409A as of the date of his or her “separation from service” within the meaning of Code Section 409A, then, to the extent required by Code Section 409A, any payment made to the Participant on account of such separation from service shall not be made before a date that is six months after the date of the separation from service.
2. | All Other Provisions of the Plan Remain the Same. Except as expressly provided in this Amendment, all other terms, conditions and obligations contained in the Plan shall remain unchanged and in full force and effect as provided for in the Plan. |
[remainder of page intentionally left blank]
2
To record the adoption of this Amendment by the Compensation Committee of the Board of Directors of the Company effective as of the Effective Date, the Company has caused its authorized officer to execute the same.
ENTRAVISION COMMUNICATIONS CORPORATION |
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By: |
/s/ Walter F. Ulloa |
Name: |
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Title: |
Chairman and Chief Executive Officer |
[Signature Page to Third Amendment to the Entravision Communications Corporation 2004 Equity Incentive Plan]
| This ‘10-Q’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 5/9/14 | 4 | ||
| 4/23/14 | ||||
| For Period end: | 3/31/14 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/14/24 Entravision Communications Corp. 10-K 12/31/23 115:19M Donnelley … Solutions/FA 3/16/23 Entravision Communications Corp. 10-K 12/31/22 120:27M Donnelley … Solutions/FA 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 |