SEC Info - Entravision Communications Corp. - ‘10-Q’ for 6/30/23

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Entravision Communications Corp. – ‘10-Q’ for 6/30/23 – ‘EX-10.15’

On: Friday, 8/4/23, at 4:06pm ET · For: 6/30/23 · Accession #: 950170-23-38557 · File #: 1-15997

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

 8/04/23  Entravision Communications Corp.  10-Q        6/30/23   64:23M                                    Donnelley … Solutions/FA

Quarterly Report — Form 10-Q

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML   4.95M 
 2: EX-10.14    Material Contract                                   HTML     25K 
 3: EX-10.15    Material Contract                                   HTML     42K 
 4: EX-10.17    Material Contract                                   HTML   2.30M 
 5: EX-31.1     Certification -- §302 - SOA'02                      HTML     25K 
 6: EX-31.2     Certification -- §302 - SOA'02                      HTML     25K 
 7: EX-32       Certification -- §906 - SOA'02                      HTML     23K 
13: R1          Document and Entity Information                     HTML     80K 
14: R2          Condensed Consolidated Balance Sheets (Unaudited)   HTML    154K 
15: R3          Condensed Consolidated Balance Sheets               HTML     57K 
                (Parenthetical) (Unaudited)                                      
16: R4          Condensed Consolidated Statements of Operations     HTML    113K 
                (Unaudited)                                                      
17: R5          Condensed Consolidated Statements of Operations     HTML     31K 
                (Parenthetical) (Unaudited)                                      
18: R6          Condensed Consolidated Statements of Comprehensive  HTML     57K 
                Income (Loss) (Unaudited)                                        
19: R7          Condensed Consolidated Statements of Stockholders'  HTML    124K 
                Equity                                                           
20: R8          Condensed Consolidated Statements of Cash Flows     HTML    135K 
                (Unaudited)                                                      
21: R9          Insider Trading Arrangements                        HTML     26K 
22: R10         Basis of Presentation                               HTML     25K 
23: R11         The Company and Significant Accounting Policies     HTML    748K 
24: R12         Revenues                                            HTML    200K 
25: R13         Leases                                              HTML    142K 
26: R14         Segment Information                                 HTML    604K 
27: R15         Commitments and Contingencies                       HTML     23K 
28: R16         Acquisitions                                        HTML    522K 
29: R17         The Company and Significant Accounting Policies     HTML    765K 
                (Policies)                                                       
30: R18         The Company and Significant Accounting Policies     HTML    572K 
                (Tables)                                                         
31: R19         Revenues (Tables)                                   HTML    182K 
32: R20         Leases (Tables)                                     HTML    122K 
33: R21         Segment Information (Tables)                        HTML    585K 
34: R22         Acquisitions (Tables)                               HTML    494K 
35: R23         Variable Interest Entities (Tables)                 HTML    345K 
36: R24         The Company and Significant Accounting Policies -   HTML    286K 
                Additional Information (Detail)                                  
37: R25         The Company and Significant Accounting Policies -   HTML     29K 
                Summary of Cash and Cash Equivalents and                         
                Restricted Cash (Details)                                        
38: R26         The Company and Significant Accounting Policies -   HTML     34K 
                Summary of Non-Vested Restricted Stock Units                     
                Granted (Detail)                                                 
39: R27         The Company and Significant Accounting Policies -   HTML     58K 
                Reconciliation of Basic and Diluted Income (Loss)                
                Per Share (Detail)                                               
40: R28         The Company and Significant Accounting Policies -   HTML     53K 
                Fair Value Assets and Liabilities Measured on                    
                Recurring Basis and Nonrecurring Basis (Detail)                  
41: R29         The Company and Significant Accounting Policies -   HTML     42K 
                Summary of Amortized Cost and Unrealized Gains                   
                (Losses) of Available for Sale Securities                        
                (Details)                                                        
42: R30         The Company and Significant Accounting Policies -   HTML     32K 
                Summary of Changes in Contingent Consideration                   
                (Details)                                                        
43: R31         The Company and Significant Accounting Policies -   HTML     57K 
                Summary of Components of AOCI (Detail)                           
44: R32         Revenues - Summary of Revenues Disaggregated by     HTML     39K 
                Major Source (Detail)                                            
45: R33         Revenues - Summary of Disaggregation of Broadcast   HTML     37K 
                Advertising Revenue by Sales Channel (Detail)                    
46: R34         Revenues - Summary of Disaggregation of Revenue by  HTML     36K 
                Geographical Region Based on Location of Sales                   
                Office (Detail)                                                  
47: R35         Revenues - Summary of Deferred Revenue (Detail)     HTML     26K 
48: R36         Leases - Additional Information (Detail)            HTML     52K 
49: R37         Leases - Summary of Expected Future Payments        HTML     44K 
                Related to Lease Liabilities (Detail)                            
50: R38         Leases - Summary of Lease Payments and              HTML     25K 
                Supplemental Non-Cash Disclosures (Detail)                       
51: R39         Leases - Summary of Components of Lease Expense     HTML     29K 
                (Detail)                                                         
52: R40         Segment Information - Additional Information        HTML     37K 
                (Detail)                                                         
53: R41         Segment Information - Separate Financial Data for   HTML    140K 
                Each of Company's Operating Segment (Detail)                     
54: R42         Acquisitions - Additional Information (Detail)      HTML    152K 
55: R43         Acquisitions - Summary of Purchase Price            HTML     55K 
                Allocation (Detail)                                              
56: R44         Acquisitions - Summary of Intangible Assets         HTML     42K 
                Subject to Amortization Acquired (Detail)                        
57: R45         Acquisitions - Reconciliation of Changes in         HTML     40K 
                Redeemable Noncontrolling Interests (Details)                    
58: R46         Acquisitions - Schedule of Unaudited Pro Forma      HTML     47K 
                Information (Detail)                                             
59: R47         Acquisitions - Carrying Amount of Goodwill          HTML     36K 
                (Details)                                                        
62: XML         IDEA XML File -- Filing Summary                      XML    112K 
60: XML         XBRL Instance -- evc-20230630_htm                    XML   6.11M 
61: EXCEL       IDEA Workbook of Financial Report Info              XLSX    166K 
 8: EX-101.CAL  XBRL Calculations -- evc-20230630_cal                XML    181K 
12: EX-101.DEF  XBRL Definitions -- evc-20230630_def                 XML    989K 
 9: EX-101.LAB  XBRL Labels -- evc-20230630_lab                      XML   1.56M 
11: EX-101.PRE  XBRL Presentations -- evc-20230630_pre               XML   1.21M 
10: EX-101.SCH  XBRL Schema -- evc-20230630                          XSD    196K 
63: JSON        XBRL Instance as JSON Data -- MetaLinks              576±   904K 
64: ZIP         XBRL Zipped Folder -- 0000950170-23-038557-xbrl      Zip    754K

‘EX-10.15’ — Material Contract

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

EX-10.15

EXHIBIT 10.15

CONSULTing AGREEMENT

This Consulting Agreement (this “Agreement”) is entered into effective as of June 8, 2023 (the “Effective Date”), by and between Entravision Communications Corporation (“Entravision”, or “the Company”) and Patricia Diaz Dennis (“Consultant”). Consultant served as a member of the Company’s Board of Directors prior to the Effective Date and has extensive experience with the Company, the broadcasting and media industry, corporate governance, public policy, and regulatory and governmental affairs. In connection therewith, the Company wishes to enter into this Agreement for Consultant to provide services to the Company as provided herein. In consideration of the mutual covenants and agreements contained herein, and for good and valuable consideration, the Parties agree as follows

Consulting Services. Commencing as of the Effective Date, Consultant will be available to provide consulting services to the Company on an as-needed basis upon reasonable request as designated by the Company’s Chief Executive Officer or General Counsel or their designee (a “Company Executive”) and for such number of hours mutually agreed upon by the parties.

Consulting Fees; Expense Reimbursement. In consideration for performing the Services, Company will pay to Consultant $10,000 per month (the “Consulting Fee”) for each full or partial month of the Term. The Company will reimburse Consultant for expenses Consultant incurs in performing the Services the Company requests in accordance with Company policies; provided, that any expenses (or an estimate thereof) must be approved in advance by a Company Executive.

Term and Termination. This Agreement is effective as of the Effective Date and will continue in effect through December 31, 2024, unless earlier terminated by either party as provided herein (the “Term”). The Company may terminate this Agreement and Consultant’s engagement, by providing written notice to the Consultant 30 days in advance, in the event of: (i) Consultant’s malfeasance or acts of moral turpitude, or (ii) Consultant’s violations of the provisions of this Agreement. In the event of any termination of this Agreement, Consultant will be entitled to receive all Consulting Fees earned prior to the date of such termination. Consultant may terminate this Agreement and Consultant’s engagement with immediate effect, for any reason or for no reason, by providing written notice to the Company.

Performance of Services. Consultant will abide by all applicable federal, state and local laws, and Consultant will not, directly or indirectly: (i) promote, assist or participate in any business that is in competition with the Company, (ii) divert any customers, suppliers, business or orders of any customer of the Company; or (iii) not criticize or otherwise disparage or make any disparaging remarks to the media, the general public or to any other person or entity about the Company or any affiliate, director, officer or employee of the Company. The Company, its current executive officers and its Board of Directors will not criticize or make any disparaging remarks to the media, the general public or to any other person or entity about the Consultant. Notwithstanding the foregoing, nothing in this Agreement prohibits Consultant or the Company from responding accurately and completely in response to an order of a court or other governmental or regulatory authority or otherwise as required by applicable law, rule, deposition, interrogatory, subpoena, civil investigative demand or other legal process; provided, however, that a Party will (to the extent legally permissible) first promptly notify the other Party in writing of such requirement to provide an opportunity for such Party to seek an appropriate protective order or other appropriate remedy. Company agrees to instruct its current executive officers and its current Board of Directors of their obligations pursuant to this Section and this Agreement. The Company’s obligations under this provision apply only to its current executive officers and members of its Board of Directors, and only for so long as such individuals are directors or employees of the Company.

Confidentiality. Consultant acknowledges that in Consultant’s capacity as a member of the Board of Directors and an independent contractor for the Company, Consultant will receive information, whether written or oral, that is confidential to the Company and which information has commercial value in the business of the Company including, without limitation, business models, techniques, designs,

processes, inventions, developments, equipment, prototypes, sales and customer information and business and financial information relating to the business, models, products, practices and techniques of the Company (hereinafter referred to as “Confidential Information”). Consultant acknowledges the Company’s ownership of all such information and Consultant agrees to keep all Confidential Information received by Consultant secret and in the strictest confidence, both during and after the Term and in perpetuity, except for such Confidential Information that (i) is a matter of public record, (ii) already known by Consultant, (iii) previously disclosed to Consultant by a third party not subject to any such confidentiality restriction or (iv) if Consultant is required to be disclosed pursuant to applicable laws, rules or regulations or legal disputes, provided that Consultant provides notice to the Company as soon as reasonably practicable for the Company to seek a protective order if so desired.

General Terms.

Independent Contractor. The parties acknowledge that each party is and will act as an independent contractor and not as partner, joint venturer, or agent of the other and will not bind nor attempt to bind the other to any contract without the prior consent of the other. Consultant is solely responsible for all taxes, withholdings, and other statutory or contractual obligations of any sort on payments made to Consultant pursuant to this Agreement.

Law and Venue. This Agreement will be governed by, and construed in accordance with, the laws of the state of Delaware, without regard to the conflict of laws that direct the application of the laws of another jurisdiction. Each party irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of the state of Delaware and of the United States of America located in the state of Delaware for any actions, suits or proceedings arising out of or relating to this letter, and waive any objection to the laying of venue in such courts.

Miscellaneous. This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the subject matter hereof and contains all of the covenants and agreements between the parties with respect to the subject matter described herein. This Agreement may only be modified in writing and signed by an authorized representative of both parties. All waivers hereunder must be made in writing by a duly authorized representative of the party against whom the waiver is to operate, and failure at any time to require the other party’s performance of any obligation under this Agreement will not affect the right subsequently to require performance of that obligation. This Agreement will not be assigned or transferred by either party without the prior written consent of the other party. This Agreement may be executed in one or more counterparts, each of which may be signed and transmitted electronic delivery with the same validity as if it were an ink-signed document. Any notices under this Agreement must be in writing and sent by (i) express 24-hour guaranteed courier (e.g., Federal Express, UPS, etc.), (ii) hand-delivered or (iii) United States mail (postage-prepaid and registered or certified with a return receipt requested). The address of the parties for the receipt of notice will be as follows, and each party may change its address for notice by giving notice thereof in the manner provided herein:

if to the Company: Attn: Board Chair

Entravision Communications Corporation

2425 Olympic Boulevard, Suite 6000 West

Santa Monica, California 90404

with a required copy to: Attn: General Counsel

Entravision Communications Corporation

2425 Olympic Boulevard, Suite 6000 West

Santa Monica, California 90404

and

if to Consultant: Attn: Patricia Diaz Dennis, at the last known address in the Company’s records at the time.

[Signatures on Following Page]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be effective as of the date first set forth above.

“Company” Entravision Communications Corporation

By: /s/ Christopher Young

Name: Christopher Young

Title: Interim Chief Executive Officer and Chief Financial Officer

“Consultant” Patricia Diaz Dennis

By: /s/ Patricia Diaz Dennis

[Signature Page to Consulting Agreement]

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-Q’ Filing	Date	Other Filings

	12/31/24
Filed on:	8/4/23
For Period end:	6/30/23	8-K, S-8
	6/8/23	3, 4, 8-K
		List all Filings

1 Subsequent Filing that References this Filing

  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

7 Previous Filings that this Filing References

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

 6/30/23  Entravision Communications Corp.  S-8         6/30/23    6:376K                                   Donnelley … Solutions/FA
 6/30/23  Entravision Communications Corp.  8-K:5,9     6/29/23   11:201K                                   Donnelley … Solutions/FA
 6/20/23  Entravision Communications Corp.  8-K:5,7,9   6/19/23   16:566K                                   Donnelley … Solutions/FA
 5/17/23  Entravision Communications Corp.  8-K:5,9     5/11/23   18:612K                                   Donnelley … Solutions/FA
 5/05/23  Entravision Communications Corp.  8-K:1,9     5/04/23   11:337K                                   Donnelley … Solutions/FA
 4/26/23  Entravision Communications Corp.  8-K:5,9     4/24/23   11:382K                                   Donnelley … Solutions/FA
 4/07/23  Entravision Communications Corp.  8-K:1,9     4/03/23   12:1.2M                                   Donnelley … Solutions/FA

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Filing Submission 0000950170-23-038557 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)