Item 1.01. Entry into a Material Definitive Agreement.
On April 6, 2009 and effective April 1, 2009, Spanish Broadcasting System,
Inc. (the "Company") entered into an amended and restated employment agreement
(the "Employment Agreement") with Mr. Frank Flores pursuant to which Mr. Flores
will serve as the Chief Revenue Officer of the radio segment ("Chief Revenue
Officer") and General Manager of the New York radio market. Under the terms of
the Employment Agreement, the Company will pay Mr. Flores an annual base salary
of $250,000. In addition, Mr. Flores is eligible to receive an annual
performance bonuses based on achieving certain targets. Mr. Flores is also
entitled to receive employee benefits provided to our management level
employees, such as health and reimbursement of out-of-pocket business related
expenses.
Mr. Flores's employment under the Employment Agreement may be terminated by
the Company (i) for any reason; (ii) at any time for cause; and (iii) by the
Company upon the death or disability of Mr. Flores. If the Company terminates
Mr. Flores's employment for any reason other than his death, disability or for
cause, the Company will pay Mr. Flores severance in an amount equal to three
(3) months of his current salary. Under the Employment Agreement, Mr. Flores has
agreed not to: (i) disclose confidential information of the Company during or
after his employment with the Company; (ii) solicit Company customers and
employees during the term of his employment and for six (6) months after
termination; or (iii) directly or indirectly compete with the Company during the
term of his employment and for six (6) months after termination.
Prior to his appointment as Chief Revenue Officer effective April 1, 2009,
Mr. Flores, age 58, was the General Manager and Vice President of the New York
radio market from January 2005 to February 2009 and VP/Director of Sales from
July 2004 to January 2005. Mr. Flores is responsible for overseeing the revenue
and profit performance of all of our radio stations and the day-to-day
operational matters of the New York radio market. Prior to joining us, he was
the general sales manager from 2003 to July 2004 and local sales manager the
previous twelve years for WXRK-FM with Infinity Broadcasting Corporation.
Item 5.02 Departure of Directors or Principal Officer; Election of Directors;
Appointment of Principal Officers.
The appointment of Mr. Flores to the position of CRO was pursuant to an
Employment Agreement, which is described in Section 1.01 above. No familial
relationship exists between Mr. Flores and any other executive officer or
director of the Company. Since the beginning of the Company's last fiscal year,
Mr. Flores has not engaged in or proposed to engage in any related party
transaction as described in Item 404(a) of Regulation S-K. Mr. Flores is not a
director of the Company or any other registered company.
Effective April 1, 2009, Marko Radlovic ceased to be the Chief Operating
Officer of the radio segment and will transition to a role as Senior Vice
President and General Manager of the Los Angeles radio market.
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