Beasley Broadcast Group Inc.

09/24/2021 | Press release | Distributed by Public on 09/24/2021 14:37

Management Change/Compensation (Form 8-K)

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 20, 2021, Beasley Broadcast Group, Inc. (the "Company") entered into new employment agreements with Caroline Beasley, Bruce Beasley and Brian Beasley, and Beasley Mezzanine Holdings, LLC, a wholly owned subsidiary of the Company ("Holdings"), entered into an employment agreement with Marie Tedesco. The following summaries of the employment agreements do not purport to be complete and are qualified by reference to the full text of the employment agreements, which are filed as Exhibits 10.1, 10.2, 10.3 and 10.4 hereto, respectively, and which are incorporated herein by reference.

Executive Employment Agreements of Caroline Beasley, Bruce Beasley and Brian Beasley

The employment agreements between the Company and each of Ms. Caroline Beasley, Mr. Bruce Beasley and Mr. Brian Beasley have initial terms that expire on July 1, 2024, subject to renewal for successive one year periods upon mutual agreement of the Company and the applicable executive in writing. Pursuant to the employment agreements, the executives will serve in the following positions with the Company: Ms. Caroline Beasley as Chief Executive Officer, Mr. Bruce Beasley as President and Mr. Brian Beasley as Chief Operating Officer.

The employment agreements entitle each executive to the following compensation and benefits: (i) an annual base salary, retroactively effective as of July 1, 2021, of $1,250,000 for Ms. Caroline Beasley and $600,000 for each of Mr. Bruce Beasley and Mr. Brian Beasley, subject to adjustment as set forth in the applicable agreement or determined by the Company's board of directors (the "Board"), as applicable; (ii) payments equal to the amount payable by the executive for coverage under the Company's employee benefit plans plus an additional amount equal to the taxes payable by the executive as a result of such payments; (iii) the opportunity to earn an annual bonus award based on performance under the Company's performance incentive plan; and (iv) a monthly car allowance of $1,000. The employment agreements also provide for (i) sign-onbonuses for Ms. Caroline Beasley and Mr. Brian Beasley as set forth in the applicable agreement; and (ii) restricted stock unit awards of 150,000 restricted stock units for Ms. Caroline Beasley and 105,000 restricted stock units for each of Mr. Bruce Beasley and Mr. Brian Beasley. The restricted stock units will vest in substantially equal installments on each of July 1, 2022, 2023 and 2024, subject to the executive's continued employment on each vesting date.

If the executive's employment is terminated due to the executive's death or disability, by the Company without cause or due to the executive's resignation for good reason, then subject to the executive (or the executive's estate or legal representative) executing a general release of claims, the executive (or the executive's estate or legal representative) will be entitled to receive (i) continued payment of the executive's base salary and the amount payable by the executive for coverage under the Company's employee benefit plans plus an additional amount equal to the taxes payable by the executive as a result of such benefit plan payments through July 1, 2024 or for one year following termination, whichever is greater; (ii) a lump sum payment equal to $1,250,000 for Ms. Caroline Beasley and an amount equal to his annual base salary for each of Mr. Bruce Beasley and Mr. Brian Beasley, or the highest annual bonus paid to the executive over the preceding three year period, whichever is greater; (iii) payment (without duplication to the amounts described in clause (i)) for benefit coverage pursuant to COBRA for the executive and the executive's eligible dependents for up to 18 months following termination; and (iv) accelerated vesting of any portion of the executive's unvested equity-based awards; provided, that, if such termination occurs in connection with or within two years following a change in control, then, if higher than the amounts set forth in clauses (i) and (ii) above, the executive will be entitled to receive, in lieu of such amounts set forth in clauses (i) and (ii) above, a severance payment equal to two times the sum of the executive's base salary and the highest annual bonus paid to the executive during the preceding three year period, which amount shall be paid in a lump sum to the extent a lump sum payment does not result in the imposition of an excise tax under Section 409A of the Internal Revenue Code of 1986, as amended.

For purposes of the employment agreements:

"cause" means the executive's (i) fraud, theft, embezzlement or proven gross negligence in connection with performing the executive's duties and responsibilities; (ii) conviction of a felony or crime involving moral turpitude; or (iii) breach of any material provision of the employment agreement, including without limitation the restrictive covenants contained therein, subject to an opportunity for notice and cure;

"good reason" means the occurrence of any of the following events without the prior written consent of the executive, subject, in each case, to an opportunity for notice and cure, (i) the Company's failure to make payment or provide benefits to the executive under the employment agreement; (ii) a material diminution in the executive's base salary, payment for benefit coverage and payment for taxes payable by the executive as a result of such benefit payments; (iii) a material diminution in the executive's authority, duties or responsibilities; (iv) a material diminution in the budget over which the executive retains authority; (v) a material change in the geographic location at which the executive must perform services under the employment agreement; (vi) any other action or inaction that constitutes a material breach by the Company of the employment agreement; or a "change in control"; and

"change in control" means any transaction or series of related transactions the consummation of which results in executive (or executive's "immediate family") holding or having a beneficial interest in shares of the Company's capital stock having less than 50% of the voting power of the Company's outstanding capital stock; provided that any such transaction is a bona fide transaction between the Company and a third party (or parties) unrelated to the executive, as determined by the Board in good faith. "Immediate family" means any person, trust, or estate who qualifies as a "Class B Permitted Transferee" as set forth in the Company's Articles of Incorporation.

The employment agreements also contain confidentiality provisions and non-competitioncovenants that apply for one year following termination of employment, except that if an executive is terminated by the Company other than for cause or resigns employment for good reason, then the non-competitionperiod will end on the earliest of one year following termination of employment, the date the executive waives any right to receive severance payments under the employment agreement or the date of termination if the executive is not entitled to receive any severance payments in connection with the employment termination.

The employment agreements supersede and replace the prior employment agreements between the Company and the executives.

Employment Agreement of Marie Tedesco

The employment agreement between Holdings and Ms. Tedesco provides that Ms. Tedesco will serve as Chief Financial Officer and Executive Vice President and has an initial term that expires on June 1, 2024, subject to automatic renewal for successive one year periods, except upon mutual agreement of Holdings and Ms. Tedesco in writing. The employment agreement entitles Ms. Tedesco to an annual base salary of $550,000 and the opportunity to earn an annual performance-based bonus award targeted at 36% of Ms. Tedesco's base salary. The employment agreement also provides for a restricted stock unit award of 75,000 restricted stock units. The restricted stock units will vest in substantially equal installments on each of June 1, 2022, 2023 and 2024, subject to Ms. Tedesco's continued employment on each vesting date.

If Ms. Tedesco's employment is terminated by Holdings without cause, then subject to Ms. Tedesco executing a release of claims and continued compliance with certain restrictive covenants, Ms. Tedesco will be entitled to receive base salary payments for the remainder of the term of the employment agreement or six months following termination, whichever is less, payable in a lump sum or in installments in the discretion of Holdings; provided, that this amount may be reduced by any compensation earned by Ms. Tedesco during the period in which such payments are made.

For purposes of Ms. Tedesco's employment agreement, "cause" includes, but is not limited to, (i) conduct which reflects adversely upon and detracts from Ms. Tedesco's value as Chief Financial Officer or Holdings' public image or reputation; (ii) failure to perform according to or follow the policies and directives of Holdings; (iii) failure to perform the duties set forth in the employment agreement; (iv) fraud, theft or embezzlement; (v) arrest or conviction of any felony or other crime involving moral turpitude; (vi) gross or willful misconduct or negligence; (vii) breach by Ms. Tedesco of a material term of the employment agreement; (viii) insubordination; (ix) possession or consumption of liquor or illegal drugs on Holdings' property, or reporting to work under the influence of alcohol or drugs; (x) illegal use or possession of a controlled substance; (xi) any violations of federal, state or local rules and regulations; (xii) payola or plugola; (xiii) unethical conduct; (xiv) failure to work in a harmonious manner with management or other employees; (xv) failure to comply with any rules or regulations of Holdings or any conduct inconsistent with the policies, procedures, or best interest of Holdings; (xvi) excessive absenteeism or tardiness; or (xvii) failure or refusal to perform the services required under the employment agreement for a period of two or more days for reasons other than vacation, illness, accident, injury, incapacity or authorized leave of absence.

The employment agreement also contains confidentiality provisions and certain restrictive covenants, including a non-competitioncovenant covering six months following termination and non-solicitationcovenants covering 18 months following termination.