| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
Executive Compensation
As previously disclosed in Item 5.02 of the Current Report on Form8-K of Fox Corporation (the “Company”) dated March 14, 2019 and filed with the Securities and Exchange Commission on March 19, 2019 (the “Prior Compensation Disclosure”), the Board of Directors (the “Board”) of the Company approved on March 19, 2019 new compensatory arrangements for Messrs. K. Rupert Murdoch, Lachlan K. Murdoch, John P. Nallen, Viet D. Dinh and Steven Tomsic for the period beginning March 19, 2019 and concluding June 30, 2022 (the “Term”). On April 26, 2019, the Company entered into employment agreements with each of Messrs. L.K. Murdoch, Nallen, Dinh and Tomsic memorializing the previously approved compensatory arrangements and setting forth additional terms and conditions under which each will serve as an executive officer of the Company for the Term.
Lachlan K. Murdoch
The employment agreement with Mr. L.K. Murdoch provides for his employment during the Term as Executive Chairman of the Board and Chief Executive Officer of the Company. Mr. L.K. Murdoch will receive a base salary, will be eligible to receive an annual bonus, and will be eligible to participate in the Fox Corporation 2019 Shareholder Alignment Plan (or other long-term incentive plan as in effect from time to time) (the “SAP”), in each case, as set forth in the Prior Compensation Disclosure. Under the employment agreement, Mr. L.K. Murdoch will participate in all of the Company’s employee benefit plans to the extent applicable to other comparable executives of the Company.
If Mr. L.K. Murdoch’s employment is terminated during the Term without cause or by Mr. L.K. Murdoch for good reason, other than during the 12-month period following a “change in control” (as defined in the SAP), or if his employment is terminated during the Term due to Mr. L.K. Murdoch’s death or disability, Mr. L.K. Murdoch will be entitled to receive (i) his accrued base salary through the date of termination; (ii) payment of any annual bonus earned but not yet paid in respect of any fiscal year or other period ending prior to the date of termination; (iii) reimbursement of any then-unreimbursed expenses; and (iv) other vested benefits in accordance with applicable plans and programs of the Company then in effect for similarly situated senior executives of the Company, if any (collectively, the “Accrued Benefits”). In addition to the Accrued Benefits, in such events, he will be entitled to receive (i) cash severance equal to the greater of (a) the sum of two years of his annual base salary and two years of his target bonus if termination is prior to June 30, 2021 (the “legacy severance benefits”) or the sum of one year of annual base salary and target bonus for the year in which termination occurs if termination is on or after July 1, 2021 or (b) the remainder of his annual base salary for the remainder of the Term and payment of his target bonus for each remaining bonus period during the Term; (ii) (x) accelerated vesting of any awarded but unvested time-based SAP grants and (y) continued vesting of any awarded but unvested performance-based SAP grants, subject to the achievement of any applicable performance-based vesting conditions; and (iii) payment by the Company for the employer portion of the premiums under the Company’s group health, dental and vision insurance plans. If Mr. L.K. Murdoch’s employment is terminated during the Term without cause or by Mr. L.K. Murdoch for good reason, or due to Mr. L.K. Murdoch’s death or disability, in any case, during the 12-month period following a “change in control,” (as defined in the SAP) Mr. L.K. Murdoch will be entitled to receive the Accrued Benefits, as well as benefits described in clauses (i) through (iii) in the preceding sentence, except clause (i) shall be replaced with cash severance equal to the greater of (a) the sum of two years of annual base salary and two times his target bonus for the year in which termination occurs or (b) the sum of his annual base salary for the remainder of the Term and his target bonus for each remaining bonus period during the remainder of the Term.
If Mr. L.K. Murdoch’s employment is terminated for cause by the Company, Mr. L.K. Murdoch will be entitled to receive the Accrued Benefits, as well as an opportunity to earn (a) a pro rata portion of the annual bonus in respect of the year in which Mr. L.K. Murdoch’s termination occurs and (b) a pro rata portion of any then-outstanding performance-based SAP awards, in each case, subject to the achievement of any applicable performance
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