Item 5.02 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-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:
• "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
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• "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-competition covenants 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-competition period
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-competition covenant covering six months
following termination and non-solicitation covenants covering 18 months
following termination.
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
Number Description
10.1 Executive employment agreement by and between Beasley Broadcast
Group, Inc. and Caroline Beasley dated as of September 20, 2021
10.2 Executive employment agreement by and between Beasley Broadcast
Group, Inc. and Bruce Beasley dated as of September 20, 2021
10.3 Executive employment agreement by and between Beasley Broadcast
Group, Inc. and Brian Beasley dated as of September 20, 2021
10.4 Executive employment agreement by and between Beasley Mezzanine
Holdings, LLC and Marie Tedesco dated as of September 20, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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