Attached files
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EX-10.1 - EXHIBIT 10.1 - EMMIS COMMUNICATIONS CORP | c97252exv10w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 2, 2010
EMMIS COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
Indiana | 0-23264 | 35-1542018 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
ONE EMMIS PLAZA, 40 MONUMENT CIRCLE, SUITE 700, INDIANPOLIS, INDIANA |
46204 |
|
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: 317-266-0100
NOT APPLICABLE
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02. Departure of Directors of Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On March 2, 2010, we entered into a new one-year employment agreement with Richard F. Cummings to
serve as President of Emmis Radio Programming, effective March 1, 2010. Mr. Cummings employment
agreement will automatically renew each year following the initial one-year term for additional
one-year terms unless either the company or Mr. Cummings provides the other with written notice of
non-renewal prior to December 31 of the initial or subsequent term, as applicable. Under the
agreement, Mr. Cummings base salary is $446,500 and his annual incentive compensation target is
60% of his base salary. The annual incentive bonus will be paid, if at all, based upon achievement
of certain performance goals to be determined by the company. The company retains the right to pay
such annual incentive compensation in cash or shares of our Class A common stock. Mr. Cummings
will continue to receive an automobile allowance and will continue to be reimbursed for up to
$5,000 per year in premiums for life or other insurance and retains the right to participate in all
of our employee benefit plans for which he is otherwise eligible. He will also be entitled to
severance equal to his previous base salary in the event he is not offered substantially similar
employment upon the expiration of the term and his employment terminates. If he is entitled to
severance, Mr. Cummings will be offered a four year part-time programming role with total payments
over the four years of $530,000. The switch from full-time to part-time employment is designed to
constitute a separation from service within the meaning of section 409A of the Internal Revenue
Code. The description of the employment agreement set forth above is qualified in its entirety by
reference to the employment agreement, a copy of which is attached as Exhibit 10.1 to this Current
Report on Form 8-K, and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit | Description | |
10.1
|
Employment Agreement with Richard F. Cummings dated as of March 1, 2010. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: March 3, 2010
EMMIS COMMUNICATIONS CORPORATION |
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By: | /s/ J. Scott Enright | |||
Name: | J. Scott Enright | |||
Title: | Executive Vice President, General Counsel and Secretary |