ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS
New Employment Agreement with Evan D. Masyr
On January 2, 2020, Salem Communications Holding Corporation ("HoldCo"), a
wholly-owned subsidiary of Salem Media Group, Inc. (the "Company"), and Evan D.
Masyr entered into a new employment agreement pursuant to which Mr. Masyr will
serve as the Company's Executive Vice President and Chief Financial Officer. The
Compensation Committee (the "Committee") of the Board of Directors of the
Company also approved the terms of Mr. Masyr's new agreement.
Mr. Masyr's current employment agreement with HoldCo is an "at-will" agreement,
but the compensation schedule applicable to Mr. Masyr expired on December 31,
2019. Mr. Masyr's new employment agreement is also an "at-will" agreement that
became effective as of January 1, 2020 and supersedes and replaces the
employment agreement entered into by HoldCo and Mr. Masyr as of January 1, 2017.
The employment agreement provides that, for as long as he remains employed by
HoldCo, Mr. Masyr will receive a base salary ("Base Salary") as follows: (a) at
an annual rate of $435,700 effective as of January 1, 2020, (b) at an annual
rate of $444,400 effective as of January 1, 2021, and (c) at an annual rate of
$453,300 effective as of January 1, 2022 and continuing through December 31,
2022.
In addition to his Base Salary, Mr. Masyr received options to purchase 50,000
shares of Class A common stock that will vest over five years. He will also be
eligible for an annual merit bonus in an amount to be determined at the
discretion of the Company's Board of Directors.
If Mr. Masyr's employment is terminated without "Cause" (as defined in the
employment agreement), HoldCo will pay Mr. Masyr as severance an amount equal to
his then Base Salary for six (6) months, less standard withholdings for tax and
social security purposes.
Mr. Masyr's employment agreement is filed herewith as Exhibit 99.1 and is
incorporated herein by reference into this Item 5.02.
New Employment Agreement with David Santrella
On January 2, 2020, Salem Communications Holding Corporation ("HoldCo"), a
wholly-owned subsidiary of Salem Media Group, Inc. (the "Company"), and David
Santrella entered into a new employment agreement pursuant to which
Mr. Santrella will serve as the Company's President, Broadcast Media. The
Compensation Committee (the "Committee") of the Board of Directors of the
Company also approved the terms of Mr. Santrella's new agreement.
Mr. Santrella's current employment agreement with HoldCo is an "at-will"
agreement, but the compensation schedule applicable to Mr. Santrella expired on
December 31, 2019. Mr. Santrella's new employment agreement is also an "at-will"
agreement that became effective as of January 1, 2020 and supersedes and
replaces the employment agreement entered into by HoldCo and Mr. Santrella as of
January 1, 2017.
The employment agreement provides that, for as long as he remains employed by
HoldCo, Mr. Santrella will receive a base salary ("Base Salary") as follows:
(a) at an annual rate of $530,600 effective as of January 1, 2020, (b) at an
annual rate of $541,200 effective as of January 1, 2021, and (c) at an annual
rate of $552,000 effective as of January 1, 2022 and continuing through
December 31, 2022.
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In addition to his Base Salary, Mr. Santrella received options to purchase
100,000 shares of Class A common stock that will vest over five years. He will
also be eligible for an annual merit bonus in an amount to be determined at the
discretion of the Company's Board of Directors.
If Mr. Santrella's employment is terminated without "Cause" (as defined in the
employment agreement), HoldCo will pay Mr. Santrella as severance an amount
equal to his then Base Salary for six (6) months, less standard withholdings for
tax and social security purposes.
An additional benefit under Mr. Santrella's employment agreement includes
reimbursement from HoldCo for an amount up to a maximum of $3,500 per year paid
by Mr. Santrella for life insurance on his life.
Mr. Santrella's employment agreement is filed herewith as Exhibit 99.2 and is
incorporated herein by reference into this Item 5.02.
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ITEM 9.01(c) FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01(d) Exhibits. The following exhibit is furnished with this report on
Form 8-K:
Exhibit No. Description
99.1 Employment Agreement with Evan D. Masyr dated as of January 1,
2020.
99.2 Employment Agreement with David Santrella dated as of
January 1, 2020.
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