EXHIBIT 10.5
EXECUTIVE EMPLOYMENT AGREEMENT
------------------------------
(Xxxxxxx Xxxxxxxx)
This Executive Employment Agreement (the "Agreement") is entered into
effective this 1st day of December, 2000 (the "Effective Date") by and between
Entravision Communications Corporation, a Delaware corporation (the "Company"),
and Xxxxxxx Xxxxxxxx, an individual (the "Employee").
WHEREAS, the Company desires the Employee's employment with the Company,
and the Employee wishes to accept such employment, upon the terms and conditions
set forth in this Agreement (as defined below).
NOW, THEREFORE, the parties, intending to be legally bound, agree as
follows:
1. Definitions. For the purposes of this Agreement, the following terms
-----------
have the meanings specified or referred to in this Section 1.
1.1. "Agreement" shall mean this Executive Employment Agreement, as
amended from time to time.
1.2. "Basic Compensation" shall mean Salary and Benefits.
1.3. "Benefits" shall be as defined in Section 3.1(d).
1.4. "Board of Directors" shall mean the Board of Directors of the
Company.
1.5. "Confidential Information" shall mean any and all trade secrets
concerning the business and affairs of the Company, product specifications,
data, know-how, formulae, compositions, processes, designs, sketches,
photographs, graphs, drawings, samples, inventions and ideas, past, current and
planned research and development, current and planned manufacturing or
distribution methods and processes, customer lists, current and anticipated
customer requirements, price lists, market studies, business plans, computer
software and programs (including object code and source code), computer software
and database technologies, systems, structures and architectures (and related
formulae, compositions, processes, improvements, devices, know-how, inventions,
discoveries, concepts, ideas, designs, methods and information, and any other
information, however documented, that is a trade secret within the meaning of
applicable law; information concerning the business and affairs of the Company
(which includes historical financial statements, financial projections and
budgets, historical and projected sales, capital spending budgets and plans, the
names and backgrounds of key personnel and personnel training and techniques and
materials), however documented; and notes, analysis, compilations, studies,
summaries and other material prepared by or for the Company containing or based,
in whole or in part, on any information included in the foregoing.
1.6. "Disability" shall be as defined in Section 6.2.
1.7. "Effective Date" shall mean the date stated in the first
paragraph of the Agreement.
1.8. "Employee Invention" shall mean any idea, invention, technique,
modification, process or improvement (whether patentable or not), any industrial
design (whether registerable or not), any mask work, however fixed or encoded,
that is suitable to be fixed, embedded or programmed in a semiconductor product
(whether recordable or not), and any work of authorship (whether or not
copyright protection may be obtained for it) created, conceived or developed by
the Employee, either solely or in conjunction with others, during the Employment
Term, or a period that includes a portion of the Employment Term, that relates
in any way to, or is useful in any manner in, the business then being conducted
or proposed to be conducted by the Company, and any such item created by the
Employee, either solely or in conjunction with others, following termination of
the Employee's employment with the Company, that is based upon or uses
Confidential Information.
1.9. "Employment Term" shall mean the term of the Employee's
employment under this Agreement.
1.10. "For cause" shall be as defined in Section 6.3.
1.11. "Person" shall mean any individual, corporation (including any
non-profit corporation), general or limited partnership, limited liability
company, joint venture, estate, trust, association, organization or governmental
body.
1.12. "Proprietary Items" shall be as defined in Section 7.2(a).
1.13. "Salary" shall be as defined in Section 3.1(a).
2. Employment Terms and Duties.
---------------------------
2.1. Employment. The Company hereby employs the Employee, and the
----------
Employee hereby accepts employment by the Company, upon the terms and conditions
set forth in this Agreement.
2.2. Term. Subject to the provisions of Section 6, the term of the
----
Employee's Employment Term under this Agreement will be forty-two (42) months,
beginning on the Effective Date and ending on December 31, 2003.
2.3. Duties. The Employee shall serve as Chief Operating Officer of
------
the Company's Radio Division (the "Radio Division"). During the Employment
Term, the Employee shall perform all duties and accept all responsibilities
incident to such position or other appropriate duties as may be assigned to him
by the Company's Board of Directors (the "Board")
-2-
or the Chief Executive Officer, President or Chief Operating Officer of the
Company. The Employee will devote his entire business time, attention, skill and
energy exclusively to the business of the Company, will use his best efforts to
promote the success of the Company's business and will cooperate fully with the
Board of Directors and the Company's executive officers in the advancement of
the best interests of the Company. Nothing in this Section 2.3, however, will
prevent the Employee from engaging in additional activities in connection with
personal investments and community affairs that are not inconsistent with the
Employee's duties under this Agreement.
3. Compensation.
------------
3.1. Basic Compensation.
------------------
(a) Salary. The Employee will be paid an annual salary of Two Hundred
------
Fifty Thousand Dollars ($250,000) for the balance of calendar year 2000 (the
"Salary"), which will be payable in equal periodic installments according to the
Company's customary payroll practices, but no less frequently than monthly. The
Salary will be increased to Two Hundred Seventy Five Thousand Dollars ($275,000)
for calendar year 2001; Three Hundred Thousand Dollars ($300,000) for calendar
year 2002; and Three Thirty Thousand Dollars ($330,000) for calendar year 2003.
(b) Bonus. The Employee's bonus in calendar year 2000 shall be paid
-----
in accordance with that certain Payroll Change Notice dated January 4, 2000,
which calls for a cash bonus of One Hundred Twelve Thousand Five Hundred Dollars
($112,500) if the EXCL radio stations within the Radio Division achieve cash
flow for the calendar year 2000. For calendar years 2001 through 2003, the
Employee shall be eligible to receive up to fifty percent (50%) of his then-
applicable Salary under Section 3.1(a) above, based upon achieving the EBITDA
set forth in the Radio Division budget approved by Company for each such
calendar year. All said bonuses shall be payable within thirty (30) days
following the end of the Company's fiscal year end.
(c) Withholdings. The Company will deduct and withhold, from the
------------
Salary and bonuses payable to the Employee under Sections 3.1(a) and (b) above,
any and all applicable federal, state and local income and employment
withholding taxes and any other amounts required to be deducted or withheld by
the Company under applicable statute or regulation.
(d) Benefits. The Employee and his dependants will, during the
--------
Employment Term, be permitted to participate, at no cost to the Employee, in
such pension, 401(k), profit sharing, bonus, life and disability insurance,
hospitalization, medical, dental and other employee benefit plans and fringe
benefits of the Company that may be in effect from time to time and which are
available to other senior corporate executives of the Company, to the extent the
Employee is eligible under the terms of those plans (collectively, the
"Benefits").
-3-
(e) Automobile Allowance. The Company acknowledges that the Employee
--------------------
currently uses, at no cost to the Employee, a vehicle leased by the Company at a
rate of One Thousand Two Hundred Ten Dollars ($1,210) per month. The Company
and the Employee agree that the Employee shall continue use of this vehicle
through the end of the current lease term thereon (with no extensions), and at
the end of such lease term, the Employee shall be entitled to receive from the
Company a monthly automobile allowance in the amount of Six Hundred Fifty
Dollars ($650), payable monthly in advance, which shall include all costs
attendant to the use of the automobile, including, without limitation, the
purchase of lease of the automobile, liability and property insurance coverage
and costs of maintenance and fuel.
(f) Equity Incentives. The Employee will receive options for one
-----------------
hundred fifty thousand (150,000) shares of Class A common stock of Company under
the Entravision Communications Corporation Omnibus Equity Incentive Plan (the
"Plan") at an exercise price of $16.50 per share, which options shall vest
twenty percent (20%) per year for five (5) years from the date of grant and
shall be granted pursuant to the Company's standard form of Stock Option
Agreement. The Employee shall also be entitled to participate in other equity
incentive plans for which other executive officers of the Company are eligible,
subject to the determinations and approval of the Board with respect to such
plans.
4. Facilities and Expenses. The Company will furnish the Employee office
-----------------------
space, equipment, supplies and such other facilities and personnel as the
Company deems necessary or appropriate for the performance of the Employee's
duties under this Agreement. The Company will pay the Employee's dues in such
professional societies and organizations as the Chief Executive Officer,
President or Chief Operating Officer of the Company deems appropriate, and will
pay on behalf of the Employee (or reimburse the Employee for) reasonable
expenses incurred by the Employee at the request of, or on behalf of, the
Company in the performance of the Employee's duties pursuant to this Agreement,
and in accordance with the Company's employment policies. The Employee must
file expense reports with respect to such expenses in accordance with the
Company's policies.
5. Vacations and Holidays. The Employee will be entitled to four (4)
----------------------
weeks paid vacation each calendar year in accordance with the vacation policies
of the Company in effect for its officers from time to time. Vacation must be
taken by the Employee at such time or times as approved by the Chief Executive
Officer, President or Chief Operating Officer of the Company. The Employee will
also be entitled to the paid holidays set forth in the Company's policies.
-4-
6. Termination.
-----------
6.1. Events of Termination. The Employment Term, the Employee's
---------------------
Basic Compensation and any and all other rights of the Employee under this
Agreement or otherwise as an employee of the Company will terminate (except as
otherwise provided in this Section 6): (i) upon the death of the Employee; (ii)
upon the disability of the Employee (as defined in Section 6.2) immediately upon
notice from either party to the other; (iii) upon termination by the Company,
without cause or for cause (as defined in Section 6.3), immediately upon notice
from the Company to the Employee, or at such later time as such notice may
specify; and (iv) by the Employee for Good Reason (as defined below), no earlier
than thirty (30) days after written notice by the Employee.
6.2. Definition of Disability. For purposes of Section 6.1, the
------------------------
Employee will be deemed to have a "disability" if, he is unable to perform his
duties hereunder for at least ninety (90) consecutive days or for at least one
hundred twenty (120) days in any three hundred sixty-five day (365) period as a
result of a physical or mental disability.
6.3. Definition of "for cause." For purposes of Section 6.1, the
--------------------------
phrase "for cause" means: (i) the Employee's breach of this Agreement; (ii) the
Employee's negligence in attention to the affairs of the Company or failure to
adhere to any written Company policy after written notice from the Company and
fifteen (15) days to comply with such policy or cure his negligence or failure
to comply; (iii) the appropriation (or attempted appropriation) of a business
opportunity of the Company, including attempting to secure or securing any
personal profit in connection with any transaction entered into on behalf of the
Company; (iv) the misappropriation (or attempted misappropriation) of any of the
Company's funds or property; (v) the Employee's commission of any crime or an
act of dishonesty, fraud or moral turpitude or knowingly making false or
misleading statements in connection with his employment; or (vi) the conviction
of, the indictment for (or its procedural equivalent) or the entering of a
guilty plea or plea of no contest with respect to, a felony, the equivalent
thereof, or any other crime with respect to which imprisonment is a possible
punishment.
6.4. Definition of Good Reason. For purposes of this Agreement,
-------------------------
"Good Reason" means: (i) a material diminution in the Employee's title,
authority, duties or responsibilities as Chief Operating Officer of the Radio
Division, or the assignment to the Employee of duties which are materially
inconsistent with his duties under this Agreement or which materially impair the
Employee's ability to function in his role as Chief Operating Officer of the
Radio Division; or (ii) a Change in Control (as defined in the Plan) in which
the Employee is not offered continued employment with the Company (or its
successor) under similar conditions, status and compensation as set forth in
this Agreement, including, without limitation, Section 2.3 above.
6.5. Termination Pay. Effective upon the termination of this
---------------
Agreement, the Company will be obligated to pay the Employee (or, in the event
of his death, his designated
-5-
beneficiary as defined below) only such compensation as is provided in this
Section 6.5, and in lieu of all other amounts and in settlement and complete
release of all claims the Employee may have against the Company. The Employee
acknowledges and agrees that execution of the general release of claims in favor
of the Company setting forth the terms of this Section 6.5 and otherwise
reasonably acceptable to the Company and the Employee shall be a condition
precedent to the Company's obligation to pay the compensation provided for in
this Section 6.5 to the Employee. For purposes of this Section 6.5, the
Employee's designated beneficiary will be such individual beneficiary or trust,
located at such address, as the Employee may designate by notice to the Company
from time to time or, if the Employee fails to give notice to the Company of
such a beneficiary, the Employee's estate. Notwithstanding the preceding
sentence, the Company will have no duty, in any circumstances, to attempt to
open an estate on behalf of the Employee, to determine whether any beneficiary
designated by the Employee is alive or to ascertain the address of any such
beneficiary, to determine the existence of any trust, to determine whether any
person or entity purporting to act as the Employee's personal representative (or
the trustee of a trust established by the Employee) is duly authorized to act in
that capacity, or to locate or attempt to locate any beneficiary, personal
representative or trustee. All payments pursuant to this Section 6.5(a) will be
payable in equal periodic installments according to the Company's customary
payroll practices, but no less frequently than monthly.
(a) Termination by the Company Without Cause or for Good Reason. The
-----------------------------------------------------------
Employee acknowledges and agrees that his employment with the Company is "at-
will," and may be terminated by the Company at any time with or without cause.
If the Company terminates this Agreement without cause or if the Employee
terminates this Agreement for Good Reason, the Company will pay the Employee (i)
the Employee's then-current Salary for the lesser of (a) the remainder of the
Term or (b) the remainder, if any, of the calendar month in which such
termination is effective and for twelve (12) consecutive calendar months
thereafter, (ii) an amount equal to a prorated portion of the annual bonus that
the Employee received in the fiscal year before the fiscal year of such
termination, (iii) continued coverage under the benefits provided to the
Employee under Section 3.1(d) above, to end upon the earlier of (a) twelve (12)
months from the date of such termination or (b) the date on which the Employee
obtains comparable coverage under a new employer and (iv) accrued vacation time
through the date of such termination.
(b) Termination by the Company for Cause. If the Company terminates
------------------------------------
this Agreement for cause, the Employee will be entitled to receive his Salary
and accrued vacation time only through the date such termination is effective.
(c) Termination upon Disability. If this Agreement is terminated by
---------------------------
either party as a result of the Employee's disability, as determined under
Section 6.2, the Company will pay the Employee his Salary for the lesser of (i)
twelve (12) consecutive calendar months or (ii) the period until disability
insurance benefits commence under the disability insurance coverage furnished by
the Company to the Employee.
-6-
(d) Termination upon Death. If this Agreement is terminated because
----------------------
of the Employee's death, his estate will be entitled to receive his Salary
through the end of the calendar month in which his death occurs, and for an
additional six (6) consecutive calendar months thereafter.
(e) Benefits. Except as otherwise set forth in this Section 6, the
--------
Employee's accrual of, or participation in plans providing for, the Benefits
will cease at the effective date of the termination of this Agreement, and the
Employee will be entitled to accrued Benefits pursuant to such plans only as
provided in such plans.
7. Non-Disclosure Covenant; Employee Inventions.
--------------------------------------------
7.1. Acknowledgments by the Employee. The Employee acknowledges
-------------------------------
that: (i) during the Employment Term and as a part of his employment, the
Employee will be afforded access to Confidential Information; (ii) public
disclosure of such Confidential Information could have an adverse effect on the
Company and its business; (iii) because the Employee possesses substantial
technical expertise and skill with respect to the Company's business, the
Company desires to obtain exclusive ownership of each Employee Invention, and
the Company will be at a substantial competitive disadvantage if it fails to
acquire exclusive ownership of each Employee Invention; (iv) the Company has
required that the Employee make the covenants in this Section 7 as a condition
to its acquisition of the Employee's stock in the Company; and (v) the
provisions of this Section 7 are reasonable and necessary to prevent the
improper use or disclosure of Confidential Information and to provide the
Company with exclusive ownership of all Employee Inventions.
7.2. Agreements of the Employee. In consideration of the
--------------------------
compensation and benefits to be paid or provided to the Employee by the Company
under this Agreement, the Employee covenants as follows:
(a) Confidentiality. During and following the Employment Term, the
---------------
Employee will hold in confidence the Confidential Information and will not
disclose it to any person except with the specific prior written consent of the
Company or except as otherwise expressly permitted by the terms of this
Agreement. Any trade secrets of the Company will be entitled to all of the
protections and benefits under any applicable law. If any information that the
Company deems to be a trade secret is found by a court of competent jurisdiction
not to be a trade secret for purposes of this Agreement, such information will,
nevertheless, be considered Confidential Information for purposes of this
Agreement. The Employee hereby waives any requirement that the Company submit
proof of the economic value of any trade secret or post a bond or other
security. None of the foregoing obligations and restrictions applies to any
part of the Confidential Information that the Employee demonstrates was or
became generally available to the public other than as a result of a disclosure
by the Employee. The Employee will not remove from the Company's premises
(except to the extent such removal is for purposes of the performance of the
Employee's duties at home or while traveling, or except as otherwise
-7-
specifically authorized by the Company) any document, record, notebook, plan,
model, component, device or computer software or code, whether embodied in a
disk or in any other form (collectively, the "Proprietary Items"). The Employee
recognizes that, as between the Company and the Employee, all of the Proprietary
Items, whether or not developed by the Employee, are the exclusive property of
the Company. Upon termination of this Agreement by either party, or upon the
request of the Company during the Employment Term, the Employee will return to
the Company all of the Proprietary Items in the Employee's possession or subject
to the Employee's control, and the Employee shall not retain any copies,
abstracts, sketches or other physical embodiment of any of the Proprietary
Items.
(b) Employee Inventions. Each Employee Invention will belong
-------------------
exclusively to the Company. The Employee acknowledges that all Employee
Inventions are works made for hire and the property of the Company, including
any copyrights, patents or other intellectual property rights pertaining
thereto. If it is determined that any such works are not works made for hire,
the Employee hereby assigns to the Company all of the Employee's right, title
and interest, including all rights of copyright, patent and other intellectual
property rights, to or in such Employee Inventions. The Employee covenants that
he will promptly: (i) disclose to the Company in writing any Employee Invention;
(ii) assign to the Company or to a party designated by the Company, at the
Company's request and without additional compensation, all of the Employee's
right to the Employee Invention for the United States and all foreign
jurisdictions; (iii) execute and deliver to the Company such applications,
assignments and other documents as the Company may request in order to apply for
and obtain patents or other registrations with respect to any Employee Invention
in the United States and any foreign jurisdictions; (iv) sign all other papers
necessary to carry out the above obligations; and (v) give testimony and render
any other assistance in support of the Company's rights to any Employee
Invention. No assignment of this Agreement shall extend to Employee Inventions,
the assignment of which is prohibited by California Labor Code Section 2870, a
copy of which is attached hereto as Exhibit "A" and incorporated herein by this
-----------
reference.
7.3. Disputes or Controversies. The Employee recognizes that should
-------------------------
a dispute or controversy arising from or relating to this Agreement be submitted
for adjudication to any court, arbitration panel or other third party, the
preservation of the secrecy of Confidential Information may be jeopardized. All
pleadings, documents, testimony and records relating to any such adjudication
will be maintained in secrecy and will be available for inspection by the
Company, the Employee and their respective attorneys and experts, who will
agree, in advance and in writing, to receive and maintain all such information
in secrecy, except as may be limited by them in writing.
7.4. Covenants of the Employee. In consideration of the
-------------------------
acknowledgments by the Employee, and in consideration of the compensation and
benefits to be paid or provided to the Employee by the Company, the Employee
covenants that he will not, directly or indirectly:
-8-
(a) whether for the Employee's own account or for the account of any
other Person, at any time during the Employment Period and for one (1) year
thereafter (the "Post-Employment Period"), own, manage, operate, finance,
control, invest, participate or engage in, lend his name to, lend credit to,
render services or advice to, devote any material endeavor or effort to, be
employed by, associated with or in any manner connected with, any Person which
is the same as, substantially similar to or in competition with the television
and radio broadcasting, outdoor advertising or print businesses of the Company;
or
(b) whether for the Employee's own account or the account of any other
Person (i) at any time during the Employment Term and the Post-Employment
Period, solicit, employ, or otherwise engage as an employee, independent
contractor, or otherwise, any Person who is or was an employee of the Company at
any time during the Employment Term or in any manner induce or attempt to induce
any employee of the Company to terminate his employment with the Company; or
(ii) at any time during the Employment Term and the Post-Employment Period,
interfere with the Company's relationship with any Person, including any person
who at any time during the Employment Term was an employee, contractor,
supplier, or customer of the Company.
8. General Provisions.
------------------
8.1. Injunctive Relief and Additional Remedy. The Employee
---------------------------------------
acknowledges that the injury that would be suffered by the Company as a result
of a breach of the provisions of this Agreement (including any provision of
Section 7 above) would be irreparable and that an award of monetary damages to
the Company for such a breach would be an inadequate remedy. Consequently, the
Company will have the right, in addition to any other rights it may have, to
obtain injunctive relief to restrain any breach or threatened breach or
otherwise to specifically enforce any provision of this Agreement, and the
Company will not be obligated to post bond or other security in seeking such
relief. Without limiting the Company's rights under this Section 8 or any other
remedies of the Company, if the Employee breaches any of the provisions of
Section 7 above, the Company will have the right to cease making any payments
otherwise due to the Employee under this Agreement.
8.2. Covenants of Section 7 are Essential and Independent Covenants.
--------------------------------------------------------------
The covenants by the Employee in Section 7 above are essential elements of this
Agreement, and without the Employee's agreement to comply with such covenants,
the Company would not have entered into the Merger Agreement or this Agreement
or employed or continued the employment of the Employee. The Company and the
Employee have independently consulted their respective counsel and have been
advised in all respects concerning the reasonableness and propriety of such
covenants, with specific regard to the nature of the business conducted by the
Company. The Employee's covenants in Section 7 above are independent covenants
and the existence of any claim by the Employee against the Company under this
Agreement or otherwise will not excuse the Employee's breach of any covenant in
Section 7 above. If the Employee's employment hereunder expires or is
terminated, this Agreement will continue in full force and
-9-
effect as is necessary or appropriate to enforce the covenants and agreements of
the Employee in Section 7 above.
8.3. Representations and Warranties by the Employee. The Employee
----------------------------------------------
represents and warrants to the Company that the execution and delivery by the
Employee of this Agreement do not, and the performance by the Employee of the
Employee's obligations hereunder will not, with or without the giving of notice
or the passage of time, or both: (i) violate any judgment, writ, injunction or
order of any court, arbitrator or governmental agency applicable to the
Employee; or (ii) conflict with, result in the breach of any provisions of or
the termination of or constitute a default under, any agreement to which the
Employee is a party or by which the Employee is or may be bound.
8.4. Obligations Contingent on Performance. The obligations of the
-------------------------------------
Company hereunder, including its obligation to pay the compensation provided for
herein, are contingent upon the Employee's performance of the Employee's
obligations hereunder.
8.5. Waiver. The rights and remedies of the parties to this
------
Agreement are cumulative and not alternative. Neither the failure nor any delay
by either party in exercising any right, power or privilege under this Agreement
will operate as a waiver of such right, power or privilege, and no single or
partial exercise of any such right, power or privilege will preclude any other
or further exercise of such right, power or privilege or the exercise of any
other right, power or privilege. To the maximum extent permitted by applicable
law, (i) no claim or right arising out of this Agreement can be discharged by
one party, in whole or in part, by a waiver or renunciation of the claim or
right unless in writing signed by the other party, (ii) no waiver that may be
given by a party will be applicable except in the specific instance for which it
is given and (iii) no notice to or demand on one party will be deemed to be a
waiver of any obligation of such party or of the right of the party giving such
notice or demand to take further action without notice or demand as provided in
this Agreement.
8.6. Binding Effect; Delegation of Duties Prohibited. This Agreement
-----------------------------------------------
shall inure to the benefit of, and shall be binding upon, the parties hereto and
their respective successors, assigns, heirs and legal representatives, including
any entity with which the Company may merge or consolidate or to which all or
substantially all of its assets may be transferred. The duties and covenants of
the Employee under this Agreement, being personal, may not be delegated.
8.7. Notices. All notices, consents, waivers and other
-------
communications under this Agreement must be in writing and will be deemed to
have been duly given when (i) delivered by hand (with written confirmation of
receipt), (ii) sent by facsimile (with written confirmation of receipt),
provided that a copy is mailed by registered mail, return receipt requested or
(iii) when received by the addressee, if sent by a nationally recognized
overnight delivery service (receipt requested), in each case to the appropriate
addresses and facsimile numbers set forth in the
-10-
Merger Agreement (or to such other addresses and facsimile numbers as a party
may designate by notice to the other parties).
8.8. Entire Agreement; Amendments. This Agreement contains the
----------------------------
entire agreement between the parties with respect to the subject matter hereof
and supersede all prior agreements and understandings, oral or written, between
the Company or any of its direct or indirect subsidiaries with respect to the
employment of the Employee, including, but not limited to, that certain
Employment Agreement between the Employee and EXCL Communications, Inc. dated
October 1999, and any verbal or written agreements relating thereto. Any
previous written or oral employment agreement or arrangement between the
Employee and any direct or indirect subsidiary of the Company is hereby
terminated in its entirety with no further compensation due the Employee. This
Agreement may not be amended orally, but only by an agreement in writing signed
by the parties hereto.
8.9. Governing Law. This Agreement will be governed by the laws of
-------------
the State of California without regard to conflicts of laws principles.
8.10. Jurisdiction. Any action or proceeding seeking to enforce any
------------
provision of, or based on any right arising out of, this Agreement may be
brought against either of the parties in the courts of the State of California,
County of Los Angeles, or, if it has or can acquire jurisdiction, in the United
States District Court for the Southern District of California, and each of the
parties consents to the jurisdiction of such courts (and of the appropriate
appellate courts) in any such action or proceeding and waives any objection to
venue laid therein. Process in any action or proceeding referred to in the
preceding sentence may be served on either party anywhere in the world.
8.11. Section Headings, Construction. The headings of sections in
------------------------------
this Agreement are provided for convenience only and will not affect its
construction or interpretation. All references to "section" or "sections" refer
to the corresponding section or sections of this Agreement unless otherwise
specified. All words used in this Agreement will be construed to be of such
gender or number as the circumstances require. Unless otherwise expressly
provided, the word "including" does not limit the preceding words or terms.
8.12. Severability. If any provision of this Agreement is held
------------
invalid or unenforceable by any court of competent jurisdiction, the other
provisions of this Agreement will remain in full force and effect. Any provision
of this Agreement held invalid or unenforceable only in part or degree will
remain in full force and effect to the extent not held invalid or unenforceable.
8.13. Counterparts; Facsimile. This Agreement may be executed in one
-----------------------
or more counterparts, all of which when fully-executed and delivered by all
parties hereto and taken together shall constitute a single agreement, binding
against each of the parties. To the maximum extent permitted by law or by any
applicable governmental authority, any document
-11-
may be signed and transmitted by facsimile with the same validity as if it were
an ink-signed document. Each signatory below represents and warrants by his
signature that he is duly authorized (on behalf of the respective entity for
which such signatory has acted) to execute and deliver this instrument and any
other document related to this transaction, thereby fully binding each such
respective entity.
8.14. Waiver of Jury Trial. The parties hereto hereby waive a jury
--------------------
trial in any litigation with respect to this Agreement.
[Remainder of Page Intentionally Left Blank]
-12-
IN WITNESS WHEREOF, the parties have executed and delivered this Agreement
as of the date above first written above.
ENTRAVISION COMMUNICATIONS CORPORATION
By:
---------------------------------------------------------
Xxxxxx X. Xxxxx, Chairman and Chief Executive Officer
------------------------------------------------------------
Xxxxxxx Xxxxxxxx
[Signature Page to Executive Employment Agreement]
EXHIBIT "A"
CALIFORNIA LABOR CODE SECTION 2870
----------------------------------
(S)2870. Employment agreements; assignment of rights
(a) Any provision in an employment agreement which provides that an
employee shall assign, or offer to assign, any of his or her rights in an
invention to his or her Company shall not apply to an invention that the
employee developed entirely on his or her own time without using the Company's
equipment, supplies, facilities, or trade secret information except for those
inventions that either:
(1) Relate at the time of conception or reduction to practice of the
invention to the Company's business, or actual or demonstrably anticipated
research or development of the Company; or
(2) Result from any work performed by the employee for the Company.
(b) To the extent a provision in an employment agreement purports to
require an employee to assign an invention otherwise excluded from being
required to be assigned under subdivision (a), the provision is against the
public policy of this state and is unenforceable.
