Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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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-on bonuses 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:
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“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;
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“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
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