Exhibit 10.1
ENTRAVISION COMMUNICATIONS CORPORATION
2004 EQUITY INCENTIVE PLAN
RESTRICTED STOCK UNIT AWARD
Grantee: [Director Name]
You have been granted an award of Restricted Stock Units (an “Award”) under the Entravision Communications Corporation (the “Company”) 2004 Equity Incentive Plan, as amended (the “Plan”), with the following terms and conditions:
Grant Date: |
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Number of Restricted Stock Units: |
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Vesting Schedule: | All of your Restricted Stock Units will vest in full on the earlier of: (x) May 31, 2019 or (y) the business day immediately preceding the date of the Company’s 2019 annual stockholders meeting, provided that you are a member of the Board of Directors on either such date, as applicable. Notwithstanding the foregoing, if your service on the Board of Directors terminates as a result of death or Disability prior to the vesting date, your Restricted Stock Units will become fully vested on the date of such termination. If you are a member of the Board of Directors at the time of a Change of Control, your Restricted Stock Units will vest as determined by the Compensation Committee of the Board of Directors of the Company (the “Committee”) or otherwise as provided by Section 16(c) of the Plan (provided, that, for purposes of Section 16(d) of the Plan and notwithstanding anything therein, accelerated vesting of Restricted Stock Units will be cut back as necessary to avoid the application of Section 280G of the Code, if applicable, and neither you nor the Company will have any discretion to elect other compensation to be cut back prior to cutting back any accelerated vesting under this Award). Upon any other termination of your service on the Board of Directors prior to the vesting date, you will forfeit the Restricted Stock Units. | |
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[Issuance of Shares: | As soon as practicable following the vesting date and in all events within 30 days following such date, the Company will issue in your name a number of Shares equal to the number of vested Restricted Stock Units (and you will forfeit any then-unvested Restricted Stock Units as of such date after accounting for any accelerated vesting).] | |
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[Issuance of Shares: | As soon as practicable following your “separation from service” with the Company (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the guidance promulgated thereunder (“Section 409A”)) and within 30 days following such event, the Company will issue in your name a number of Shares equal to the number of vested Restricted Stock Units (and you will forfeit any then-unvested Restricted Stock Units as of such date after accounting for any accelerated vesting).] | |
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Restricted Shares: | By accepting this Award, you agree not to sell any Shares acquired under this Award at a time when applicable laws, Company policies (including, without limitation, the Company’s Insider Trading Policy) prohibit such sale. | |
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Rights as Shareholder: | You will not be deemed for any purpose to be a stockholder of the Company with respect to any of the Restricted Share Units unless and until Shares are issued therefor upon vesting of the units. | |
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Transferability of Award: | You may not transfer, assign, hypothecate, pledge or encumber this Award for any reason, other than any transfer under your will or as required by intestate laws. Except for permitted transfers as described in the foregoing sentence, any attempted transfer, assignment, hypothecation, pledge or encumbrance will be null and void. Your Restricted Stock Units are not subject to any offset for any amounts that may be owed to the Company or otherwise. | |
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Tax Withholding: | To the extent that the payment of the Restricted Stock Units results in income to you for Federal, state or local income tax purposes, the Company will withhold that number of Shares otherwise deliverable to you having an aggregate Fair Market Value on the date the tax is to be determined equal to the minimum statutory total tax that the Company must withhold. The value of any fractional Share remaining shall be paid in cash. | |
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This Restricted Stock Unit Award is granted under and governed by the terms and conditions of the Plan. Additional provisions regarding your Award and definitions of capitalized terms used and not defined in this Award can be found in the Plan.
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