Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On June 8, 2017, Beasley Broadcast Group, Inc. (the Company) entered into new employment agreements with George G. Beasley, Caroline Beasley,
Bruce G. Beasley and Brian E. 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, 10.4 and 10.5 hereto, respectively, and which are incorporated herein by reference.
Executive Employment Agreements of George G. Beasley, Caroline Beasley, Bruce G. Beasley and Brian E. Beasley
The employment agreements between the Company and each of Mr. George Beasley, Ms. Caroline Beasley, Mr. Bruce Beasley and Mr. Brian
Beasley have initial terms that expire on December 31, 2019, 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: Mr. George Beasley as Chairman of the Companys board of directors (the Board), 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 January 1, 2017, of $750,000 for each of Mr. George Beasley and Ms. Caroline Beasley and $550,000 for each of Mr. Bruce Beasley and Mr. Brian Beasley, subject to
adjustment as determined by the Board; (ii) payments equal to the amount payable by the executive for coverage under the Companys 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 Companys performance incentive plan; and (iv) a monthly car allowance of $1,000. The employment agreements also provide for restricted
stock unit awards of 45,000 restricted stock units for Mr. George Beasley and 75,000 restricted stock units for each of Ms. Caroline Beasley, Mr. Bruce Beasley and Mr. Brian Beasley. The restricted stock units will vest in
substantially equal installments on each of January 1, 2018, 2019 and 2020, subject to the executives continued employment on each vesting date.
If the executives employment is terminated due to the executives death or disability, by the Company without cause or due to the executives
resignation for good reason, then subject to the executive (or the executives estate or legal representative) executing a general release of claims, the executive (or the executives estate or legal representative) will be entitled to
receive (i) continued payment of the executives base salary and the amount payable by the executive for coverage under the Companys employee benefit plans plus an additional amount equal to the taxes payable by the executive as a
result of such benefit plan payments through December 31, 2019 or for one year following termination, whichever is greater; (ii) a lump sum payment equal to $750,000 for each of Mr. George Beasley and Ms. Caroline Beasley and
$550,000 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 executives eligible dependents for up to 18 months following termination; and (iv) accelerated vesting of any portion of the executives 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 executives 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:
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cause means the executives (i) fraud, theft, embezzlement or proven gross negligence in connection with performing the executives 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;
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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 Companys failure to make payment or provide benefits to the executive under the employment agreement; (ii) a material diminution in the
executives base salary, payment for benefit coverage and payment for taxes payable by the executive
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as a result of such benefit payments; (iii) a material diminution in the executives 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 executives immediate family) holding or having a beneficial
interest in shares of the Companys capital stock having less than 50% of the voting power of the Companys 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 Permitted Class B Transferee as set forth in the Companys Articles of
Incorporation.
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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 has an initial term
that expires on December 31, 2019, subject to renewal for successive one year periods upon mutual agreement of Holdings and Ms. Tedesco in writing. The employment agreement entitles Ms. Tedesco to an annual base salary of $300,000 and
the opportunity to earn an annual performance-based bonus award of $120,000. The employment agreement also provides for a restricted stock unit award of 45,000 restricted stock units. The restricted stock units will vest in substantially equal
installments on each of January 1, 2018, 2019 and 2020, subject to Ms. Tedescos continued employment on each vesting date.
If
Ms. Tedescos 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. Tedescos employment
agreement, cause includes, but is not limited to, (i) conduct which reflects adversely upon and detracts from Ms. Tedescos 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.