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Entravision Communications Corp – ‘10-K’ for 12/31/18 – ‘EX-10.9’

On:  Monday, 5/6/19, at 8:31pm ET   ·   As of:  5/7/19   ·   For:  12/31/18   ·   Accession #:  1564590-19-16139   ·   File #:  1-15997

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

 5/07/19  Entravision Communications Corp   10-K       12/31/18  113:20M                                    ActiveDisclosure/FA

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

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   2.17M 
 3: EX-10.37    Material Contract                                   HTML     39K 
 4: EX-10.40    Material Contract                                   HTML     71K 
 2: EX-10.9     Material Contract                                   HTML     67K 
 5: EX-21.1     Subsidiaries List                                   HTML     33K 
 6: EX-23.1     Consent of Experts or Counsel                       HTML     33K 
 7: EX-23.2     Consent of Experts or Counsel                       HTML     32K 
 8: EX-31.1     Certification -- §302 - SOA'02                      HTML     38K 
 9: EX-31.2     Certification -- §302 - SOA'02                      HTML     39K 
10: EX-32       Certification -- §906 - SOA'02                      HTML     34K 
17: R1          Document and Entity Information                     HTML     73K 
18: R2          Consolidated Balance Sheets                         HTML    120K 
19: R3          Consolidated Balance Sheets (Parenthetical)         HTML     72K 
20: R4          Consolidated Statements of Operations               HTML    135K 
21: R5          Consolidated Statements of Operations               HTML     46K 
                (Parenthetical)                                                  
22: R6          Consolidated Statements of Comprehensive Income     HTML     51K 
23: R7          Consolidated Statements of Stockholders' Equity     HTML    105K 
24: R8          Consolidated Statements of Cash Flows               HTML    159K 
25: R9          Nature of Business                                  HTML     37K 
26: R10         Summary of Significant Accounting Policies          HTML    219K 
27: R11         Correction of Immaterial Misstatements in Prior     HTML    228K 
                Period Financial Statements                                      
28: R12         Significant Transactions                            HTML     35K 
29: R13         Acquisitions                                        HTML    180K 
30: R14         Revenues                                            HTML    114K 
31: R15         Goodwill and Other Intangible Assets                HTML    227K 
32: R16         Property and Equipment                              HTML     92K 
33: R17         Accounts Payable and Accrued Expenses               HTML     84K 
34: R18         Long-Term Debt                                      HTML    104K 
35: R19         Derivative Instruments                              HTML     36K 
36: R20         Fair Value Measurements                             HTML     89K 
37: R21         Income Taxes                                        HTML    225K 
38: R22         Commitments and Contingencies                       HTML     53K 
39: R23         Stockholders' Equity                                HTML     41K 
40: R24         Equity Incentive Plans                              HTML    176K 
41: R25         Related-Party Transactions                          HTML     82K 
42: R26         Accumulated Other Comprehensive Income (Loss)       HTML    145K 
43: R27         Litigation                                          HTML     34K 
44: R28         Segment Data                                        HTML    401K 
45: R29         Quarterly Results of Operations                     HTML    110K 
46: R30         Subsequent Events                                   HTML     36K 
47: R31         Schedule II - Consolidated Valuation and            HTML    102K 
                Qualifying Accounts                                              
48: R32         Summary of Significant Accounting Policies          HTML    308K 
                (Policies)                                                       
49: R33         Summary of Significant Accounting Policies          HTML    137K 
                (Tables)                                                         
50: R34         Correction of Immaterial Misstatements in Prior     HTML    227K 
                Period Financial Statements (Tables)                             
51: R35         Acquisitions (Tables)                               HTML    173K 
52: R36         Revenues (Tables)                                   HTML    100K 
53: R37         Goodwill and Other Intangible Assets (Tables)       HTML    215K 
54: R38         Property and Equipment (Tables)                     HTML     90K 
55: R39         Accounts Payable and Accrued Expenses (Tables)      HTML     84K 
56: R40         Long-Term Debt (Tables)                             HTML     75K 
57: R41         Fair Value Measurements (Tables)                    HTML     84K 
58: R42         Income Taxes (Tables)                               HTML    223K 
59: R43         Commitments and Contingencies (Tables)              HTML     49K 
60: R44         Equity Incentive Plans (Tables)                     HTML    167K 
61: R45         Related-Party Transactions (Tables)                 HTML     72K 
62: R46         Accumulated Other Comprehensive Income (Loss)       HTML    145K 
                (Tables)                                                         
63: R47         Segment Data (Tables)                               HTML    397K 
64: R48         Quarterly Results of Operations (Tables)            HTML    110K 
65: R49         Nature of Business - Additional Information         HTML     45K 
                (Detail)                                                         
66: R50         Summary of Significant Accounting Policies -        HTML    133K 
                Additional Information (Detail)                                  
67: R51         Summary of Significant Accounting Policies -        HTML     73K 
                Reconciliation of Basic and Diluted Income (Loss)                
                Per Share (Detail)                                               
68: R52         Correction of Immaterial Misstatements in Prior     HTML    193K 
                Period Financial Statements - Summary of Impact,                 
                by Financial Statement (Detail)                                  
69: R53         Significant Transactions - Additional Information   HTML     41K 
                (Detail)                                                         
70: R54         Acquisitions - Additional Information (Detail)      HTML    110K 
71: R55         Acquisitions - Summary of Purchase Price            HTML     71K 
                Allocation (Detail)                                              
72: R56         Acquisitions - Schedule of Unaudited Pro Forma      HTML     65K 
                Information (Detail)                                             
73: R57         Acquisitions - Summary of Intangible Assets         HTML     51K 
                Subject to Amortization Acquired (Detail)                        
74: R58         Revenues - Summary of Revenues Disaggregated by     HTML     53K 
                Major Source (Detail)                                            
75: R59         Revenues - Summary of Disaggregation of Broadcast   HTML     50K 
                Advertising Revenue by Sales Channel (Detail)                    
76: R60         Revenues - Summary of Deferred Revenue (Detail)     HTML     38K 
77: R61         Goodwill and Other Intangible Assets - Carrying     HTML     49K 
                Amount of Goodwill (Detail)                                      
78: R62         Goodwill and Other Intangible Assets - Composition  HTML     60K 
                of Company's Acquired Intangible Assets and                      
                Associated Accumulated Amortization (Detail)                     
79: R63         Goodwill and Other Intangible Assets - Additional   HTML     61K 
                Information (Detail)                                             
80: R64         Goodwill and Other Intangible Assets - Estimated    HTML     43K 
                Amortization Expense (Detail)                                    
81: R65         Property and Equipment - Property and Equipment     HTML     70K 
                (Detail)                                                         
82: R66         Property and Equipment - Additional Information     HTML     44K 
                (Detail)                                                         
83: R67         Accounts Payable and Accrued Expenses - Accounts    HTML     66K 
                Payable and Accrued Expenses (Detail)                            
84: R68         Long-Term Debt - Long-Term Debt (Detail)            HTML     46K 
85: R69         Long-Term Debt - Scheduled Maturities of Long-Term  HTML     53K 
                Debt (Detail)                                                    
86: R70         Long-Term Debt - 2013 Credit Facility - Additional  HTML     45K 
                Information (Detail)                                             
87: R71         Long-Term Debt - 2017 Credit Facility - Additional  HTML     77K 
                Information (Detail)                                             
88: R72         Derivative Instruments - Additional Information     HTML     44K 
                (Detail)                                                         
89: R73         Fair Value Measurements - Fair Value of Assets and  HTML     52K 
                Liabilities Measured on Recurring Basis (Detail)                 
90: R74         Fair Value Measurements - Additional Information    HTML     54K 
                (Detail)                                                         
91: R75         Income Taxes - Provision (Benefit) for Income       HTML     61K 
                Taxes (Detail)                                                   
92: R76         Income Taxes - Additional Information (Detail)      HTML     73K 
93: R77         Income Taxes - Schedule of Effective Income Tax     HTML     61K 
                Rate (Detail)                                                    
94: R78         Income Taxes - Components of Deferred Tax Assets    HTML     74K 
                and Liabilities (Detail)                                         
95: R79         Income Taxes - Unrecognized Tax Benefits (Detail)   HTML     36K 
96: R80         Commitments and Contingencies - Additional          HTML     53K 
                Information (Detail)                                             
97: R81         Commitments and Contingencies - Future Minimum      HTML     52K 
                Lease Payments under These Non-cancelable                        
                Operating Leases (Detail)                                        
98: R82         Stockholders' Equity - Additional Information       HTML     60K 
                (Detail)                                                         
99: R83         Equity Incentive Plans - Additional Information     HTML     94K 
                (Detail)                                                         
100: R84         Equity Incentive Plans - Summary of Stock Option    HTML     80K  
                Activity (Detail)                                                
101: R85         Equity Incentive Plans - Summary of Nonvested       HTML     55K  
                Restricted Stock and Restricted Stock Units                      
                Activity (Detail)                                                
102: R86         Related-Party Transactions - Additional             HTML     53K  
                Information (Detail)                                             
103: R87         Related-Party Transactions - Summary of             HTML     59K  
                Related-Party Balances with Univision and Other                  
                Related Parties (Detail)                                         
104: R88         Accumulated Other Comprehensive Income (Loss) -     HTML     64K  
                Summary of Components of AOCI (Detail) (Detail)                  
105: R89         Segment Data - Additional Information (Detail)      HTML     52K  
106: R90         Segment Data - Separate Financial Data for Each of  HTML    145K  
                Company's Operating Segment (Detail)                             
107: R91         Quarterly Results of Operations - Summary of        HTML     54K  
                Quarterly Results of Operations (Detail)                         
108: R92         Quarterly Results of Operations - Summary of        HTML     35K  
                Quarterly Results of Operations (Parenthetical)                  
                (Detail)                                                         
109: R93         Subsequent Events - Additional Information          HTML     37K  
                (Detail)                                                         
110: R94         Schedule II - Consolidated Valuation and            HTML     45K  
                Qualifying Accounts (Detail)                                     
112: XML         IDEA XML File -- Filing Summary                      XML    206K  
111: EXCEL       IDEA Workbook of Financial Reports                  XLSX    139K  
11: EX-101.INS  XBRL Instance -- evc-20181231                        XML   5.61M 
13: EX-101.CAL  XBRL Calculations -- evc-20181231_cal                XML    248K 
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12: EX-101.SCH  XBRL Schema -- evc-20181231                          XSD    268K 
113: ZIP         XBRL Zipped Folder -- 0001564590-19-016139-xbrl      Zip    300K  


‘EX-10.9’   —   Material Contract


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



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Exhibit 10.9

SEPARATION AND SERVICES AGREEMENT

 

This Separation and Services Agreement (this “Agreement”) is entered into effective as of January 2, 2018 by and between Entravision Communications Corporation, a Delaware corporation (the “Company”) and Mario M. Carrera, an individual (“Contractor”).

 

1.Termination of Employment Relationship; Term. The parties acknowledge that Contractor’s employment with the Company terminated effective as of January 2, 2019 (the “Employment Termination Date”) and after such date Contractor’s relationship with the Company will be governed by this Agreement.  From and after the Employment Termination Date, Contractor will serve as an independent contractor of the Company until April 2, 2019 (the “Service Termination Date”), and the term of the Agreement will be the period of time from the Employment Termination Date through and including the Service Termination Date (the “Term”).

2.Consideration.  In full consideration, and as a material inducement for Contractor’s agreement to execute this Agreement, including the releases provided herein and the Services to be provided by Contractor pursuant to Section 3, the Company will provide the following consideration:

 

a.Bonus Compensation.  The Company will pay to Contractor a discretionary annual bonus in respect of his employment services during 2018, with the amount of such bonus to be determined in the sole discretion of the Company and the Company’s Compensation Committee of the Board of Directors; any such bonus will be paid by the Company no later than March 15, 2019 and will be subject to any applicable tax withholdings.

 

b.RSU vesting.  The Company previously granted equity incentive grants to Contractor currently consisting of 37,500 unvested restricted stock units scheduled to vest on December 31, 2019 and December 31, 2020 (the “RSUs”).  As of the Effective Date, Contractor will be entitled to receive shares of Class A common stock of the Company resulting from the vesting of the RSUs (which will be delivered as soon as practicable following execution of this Agreement), subject to any applicable tax withholdings.  Except as provided in this subsection, all other outstanding equity incentive grants held by Contractor shall automatically expire in accordance with their terms.

 

c.Monthly Services Fee.  Beginning on January 3, 2019 through April 2, 2019, the Company will pay to Contractor an aggregate amount equal to $131,325.00, payable in monthly installments of $43,775.00 in arrears on the monthly anniversary of the Employment Termination Date for a period of three months, subject to any applicable tax withholding and otherwise in accordance with the Company’s customary payment practices.

 

d.COBRA.  Beginning on the Employment Termination Date through December 31, 2019, the Company will pay the costs and expense of COBRA benefits for which Contractor is eligible as permitted under each applicable Company benefit plan and under applicable federal or state law; provided, however, that the Company will have no further obligation under this subsection in the event that during the Term Contractor obtains employment with respect to which Contractor is eligible for such benefits.

 

e.Relocation Expenses.  The Company will reimburse Contractor for Contractor’s reasonable relocation expenses for transportation of household goods and travel expenses for Contractor and his immediate family from the Los Angeles metropolitan area to Colorado, in an amount up to $8,000 and subject to Contractor submitting applicable backup documentation to the Company.

 

f.Cell phone and Laptop computer.  Contractor will be entitled to retain his cell phone and laptop computer previously provided by the Company.

 

-1-


 

Contractor will not be entitled to any other consideration of any kind or nature.  Contractor agrees that the items provided in this Section 2 constitute reasonable and sufficient consideration for entering into this Agreement, including the releases contained herein.  

Employee has entered into that certain Entravision Communications Corporation Employee Covenants Agreement dated as of January 2, 2018 (the “Covenants Agreement”), and Employee acknowledges and agrees that the Covenants Agreement will remain in full force and effect in accordance with its terms.

3.Services.  During the Term, the Company may from time to time contact Contractor, and Contractor will be available to consult with the Company, with any specific number of hours or specific tasks to be mutually agreed upon by the Company and Contractor (the “Services”).

4.Intentionally Omitted.

 

5.Releases.  In consideration of the Company’s agreement to provide the consideration set forth above, Contractor, for himself/herself, his/her past and present agents, assigns, transferees, heirs, spouses, relatives, executors, attorneys, administrators, employees, predecessors, affiliates, successors, insurers, and representatives fully and unconditionally releases the Company and all of its past and present respective stockholders, directors, officers, employees, attorneys, transferees, administrators, agents, representatives, successors, predecessors, insurers, assigns, subsidiaries, parents and affiliated companies from and against any and all alleged claims, liabilities, charges, civil actions or other claims of payment, benefits or obligations of any kind, whether the facts underlying the claim are known or unknown, from the beginning of time to the execution of this Agreement, including, without limitation, claims under the National Labor Relations Act, the Family and Medical Leave Act, the Equal Pay Act, the Lilly Ledbetter Fair Pay Act, the Genetic Information Non-Discrimination Act, the Employee Retirement Income Security Act, the Age Discrimination in Employment Act, the Older Worker Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, 42 U.S.C. §1981, or any state counterparts of the above laws, each as may be amended from time to time, or any other claims or causes of action under common law, contract or statute, now or hereafter recognized, including, without limitation, any and all employment discrimination or retaliation claims, tort claims, contract claims, wage claims, bonus claims, commission claims, stock option claims, wrongful termination claims, public policy claims, statutory claims, searches claims, personal injury claims, emotional distress claims, invasion of privacy claims, defamation claims, fraud claims and quantum merit claims, arising out of or accruing, directly or indirectly, during the course of or in any way related to his/her employment with, or subsequent cessation of employment with, the Company, except as expressly prohibited by law.  This release shall not be interpreted to require Contractor to waive or release Contractor’s right to file a charge with the Equal Employment Opportunity Commission (“EEOC”), the National Labor Relations Board (“NLRB”), the Occupational Safety and Health Administration (“OSHA”), the Securities and Exchange Commission (“SEC”) or any other federal, state or local governmental agency or commission (“Government Agencies”), or to prevent, impede or interfere with Contractor’s right to provide information to Government Agencies regarding possible legal violations without prior notice to the Company, engage in any activities protected by whistleblower statutes administered by any Government Agency or to receive and retain a monetary award from a government-administered whistleblower award program for providing information directly to a Government Agency.  This release also does not apply to any lawsuit brought to challenge the validity of this Agreement under the ADEA, to enforce the terms of this Agreement, or for claims that arise under the ADEA after the effective date of the release.  

 

6.It is further understood and agreed by Contractor that as a condition of this Agreement, Contractor hereby expressly waives and relinquishes any and all claims, rights or benefits that he/she may have under California Civil Code Section 1542 or any applicable similar law in the state where Contractor was employed by the Company.  California Civil Code Section 1542 provides as follows:

 

“A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”

 

-2-


 

In connection with such waiver and relinquishment, Contractor hereby acknowledges that he/she or his/her attorneys may hereafter discover claims or facts in addition to, or different from, those which he/she now knows or believes to exist, but that Contractor expressly agrees to fully, finally and forever settle and release any and all claims, known or unknown, suspected or unsuspected, which exist or may exist on his/her behalf against the Company at the time of execution of this Agreement, including, without limitation, any and all claims relating to or arising from Contractor’s employment with the Company or the subsequent cessation of that employment.  Contractor further acknowledges, understands and agrees that this representation and relinquishment is essential to the Company and that this Agreement would not have been entered into were it not for this representation and relinquishment.

 

7.Contractor represents and warrants that he/she does not presently have any claims, charges, grievances, actions, appeals or complaints against the Company in or with any administrative, state, federal or governmental entity, agency, board or court, or before any other tribunal or panel of arbitrators, public or private, based upon any actions by the Company occurring prior to the date of this Agreement, including, without limitation, any claims arising out of the cessation of Contractor’s employment with the Company.  

 

8.Contractor understands and agrees that this Agreement is intended to and does bar all claims Contractor has or may have for injuries, losses, damages, wages, salaries, bonuses, commissions, stock options, overtime pay, vacation pay, severance pay, benefits, costs, expenses, attorneys’ fees or any similar claims that Contractor could possibly have against the Company, and that Contractor is not entitled to receive and will not claim any such right, benefit or compensation from the Company.  Contractor further acknowledges Contractor has received all wages, bonuses, commissions, accrued vacation, compensation of any kind (other than as specifically set forth in Section 2 above) and benefits to which Contractor is entitled as a result of Contractor’s employment with the Company.

 

9.Contractor hereby acknowledges and agrees as follows:

 

(a)Contractor has had an opportunity to ask questions regarding the terms and conditions of this Agreement.

 

(b)Contractor is hereby advised that he/she has the right to consult with an attorney of his/her choice to review this Agreement prior to signing this Agreement, and he/she is hereby free to undertake this action.

 

(c)By execution of this Agreement, Contractor does not hereby waive any rights or claims that may arise after the date this Agreement is executed.

 

(d)The benefits and consideration received by Contractor under this Agreement exceed anything of value to which Contractor would be entitled in the absence of this Agreement.

 

(e)Contractor is solely responsible for any and all tax liability arising from or related to Contractor’s receipt of the consideration provided under this Agreement.

 

(f)Contractor recognizes that this Agreement encompasses any claim he/she might presently have for age discrimination, age harassment, or any other type of claim that he/she has been mistreated because of his/her age.  Contractor understands that he/she is waiving and releasing the Company from any such age-based claims.  

 

(g)Contractor has been given twenty-one (21) days during which to consider this Agreement.  Contractor can waive this period and sign this Agreement at any point during this period, has taken as much of this time as necessary to consider whether to enter into this Agreement, and has chosen to enter into this Agreement freely, knowingly and voluntarily.  

 

-3-


 

(h)This waiver is not effective for a period of seven (7) days following its acceptance and execution of this Agreement, during which time Contractor may revoke this Agreement in its entirety by delivering a written revocation to the Vice President of Human Resources.  In the event of such revocation, Contractor understands and agrees that this Agreement shall be deemed to be null and void and that the Company shall be excused from any obligation to Contractor under this Agreement, including, without limitation, providing the consideration described in Section 2.  The Company shall have no obligation to provide the consideration described in Section 2 until after the expiration of the seven-day period referred to in this Section.

 

10.Employee agrees not to criticize, denigrate or otherwise disparage or cause disparagement, or make any disparaging remarks (“Disparage”), to the media, the general public, or to any other person or entity about the Company or its affiliates.  In particular, but without any limitation of the foregoing, Employee will not disparage the Company’s to any of its current, former, or prospective customers or clients or any of its current or former employees.  Employee further represents and agrees that he/she has not and will not engage in any conduct or take any action whatsoever to cause or influence or which reasonably could be anticipated to cause or influence any person or entity, including but not limited to, any past, present, or prospective employee of, or applicant for employment with the Company, to initiate litigation, assert any other kind of claim, or take any other kind of adverse action against the Company. Employee acknowledges that this provision constitutes a material term in this Agreement, without which Company would not enter into this Agreement.  As a result, any breach of this provision will be considered a material breach and will, among all other available remedies, excuse Company from any further obligations to Employee under this Agreement, including, without limitation, providing the consideration provided in Section 3.  This shall not be construed as a limitation of remedies, and the Company retains all rights to pursue any and all claims or actions against Employee as a result of any disparage made in violation of this paragraph or otherwise.

 

11.Miscellaneous.  

 

(a)Contractor agrees not to disclose the terms and provisions of this Agreement to any persons, except to: (i) his/her attorneys; (ii) his/her immediate family members; (iii) any federal, state and local taxing authorities; or (iv) the agents responsible for the preparation of his/her tax returns.  Contractor further agrees that he/she will instruct any individuals to whom he/she makes any such disclosure to maintain the confidentiality of the terms of this Agreement.  Contractor further agrees to return any and all Company property and data in his/her possession or under his/her control to the Company within three (3) days of the execution of this Agreement, and agrees not to use or disclose any confidential or proprietary information of the Company for any reason.

 

(b)In the event that Contractor believes that he/she is legally obligated by statutory or regulatory requirements (including compulsory legal process) to make any disclosure with respect to the terms and provisions of this Agreement, he/she shall so notify the Company in writing immediately, and in no event less than ten (10) days prior to the date of such disclosure.  If it is not possible to do so at least ten (10) days in advance, Contractor will notify the Company’s General Counsel at (310) 447-3870 within twenty-four (24) hours of receiving notice that he/she is so obligated.  If the Company takes any action to challenge such disclosure, Contractor shall defer making such disclosure until the Company’s challenge is finally resolved, unless ordered by a court to give the information notwithstanding the Company’s challenge.  

 

(c)Contractor understands that each covenant contained in this Agreement is a material inducement to the Company for entering into this Agreement and that, for the breach thereof, the Company will suffer irreparable harm for which damages would be an inadequate remedy.  Contractor agrees that the Company, in addition to any other remedies that may be available in law, equity or otherwise, shall be entitled to equitable relief, including injunctive relief, in the event of any breach or threatened breach of this Agreement.

 

-4-


 

(d)Contractor acknowledges and agrees that neither this Agreement, nor the Company’s offer to enter into this Agreement, should be construed as an admission that the Company has violated any law, rule or regulation applicable to Contractor.  Contractor further acknowledges and agrees that the Company expressly denies that any law, rule or regulation has been violated by its dealings with Contractor or that there is any legal liability due to Contractor.

 

(e)The validity, interpretation, construction and performance of this Agreement shall be governed by and construed in accordance with the substantive laws of the State of California (the “Agreed Venue”) notwithstanding any conflict of laws doctrine of any state or other jurisdiction to the contrary.  All actions or proceedings existing directly or indirectly from this Agreement shall be held in the courts in the Agreed Venue, and the parties hereto hereby consent to such venue and jurisdiction of any local, state, or federal court located within the Agreed Venue.

 

(f)No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by Contractor and the Company.  No waiver by either party hereto at any time of any breach by the other party hereto or compliance with any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

 

(g)If any provision herein is declared void or invalid by a court of competent jurisdiction, then only that term, condition, clause, or provision as is determined to be void or invalid shall be stricken from this Agreement and it shall not affect the remaining provisions of this Agreement, which shall remain in full force and effect.

 

(h)This Agreement shall bind and inure to the benefit of and be enforceable by Contractor, the Company and their respective heirs, executors, personal representatives, guardians, successors, and permitted assigns, except that neither party may assign any rights or delegate any obligations hereunder without the prior written consent of the other party.  This Agreement is intended to be for the exclusive benefit of the parties hereto and no third parties will have any rights hereunder.

 

(i)This Agreement may be pled as a full and complete defense and may be used as the basis for an injunction against any action, suit, or proceeding that may be prosecuted, instituted, or attempted by Contractor or the Company in breach thereof.

 

(j)There is no other agreement or understanding between the Company and Contractor pertaining to Contractor’s cessation of employment and/or his/her employment with the Company or the Company’s obligations to Contractor with respect to such employment, except what is set forth in this Agreement.  This Agreement sets forth the entire understanding between the parties with respect to the matters addressed herein and fully supersedes any and all prior agreements or understandings between the parties pertaining to the subject matter hereof.

 

(k)This Agreement may be executed in counterpart originals and exchanged by facsimile or other electronic form, with the same legal effect as if all signatures had appeared in original handwriting on the same physical document.  No modification of or amendment to this Agreement shall be binding unless in writing and executed by all parties to this Agreement.

 

IN WITNESS WHEREOF, the parties have executed this Agreement on the dates indicated below.

 

Dated:

 

1/4/19

 

 

 

/s/ Mario M. Carrera

 

 

 

 

Name:

 

Mario M. Carrera

 

 

 

 

 

 

 

 

 

 

 

ENTRAVISION COMMUNICATIONS CORPORATION

 

 

 

 

 

 

 

Dated:

 

1/4/19

 

By:

 

/s/ Mark Boelke

 

 

 

 

Name:

 

Mark Boelke

 

 

 

 

Title:

 

General Counsel and Secretary

 

-5-


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
12/31/20
12/31/1910-K
Filed as of:5/7/198-K,  DEF 14A
Filed on:5/6/198-K
4/2/19
3/15/19
1/3/194
1/2/198-K
For Period end:12/31/184,  NT 10-K
1/2/18
 List all Filings 


3 Subsequent Filings that Reference this Filing

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

 3/16/23  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
 4/12/21  Entravision Communications Corp.  10-K       12/31/20  108:20M                                    ActiveDisclosure/FA
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