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FOXA > SEC Filings for FOXA > Form 8-K on 9-Jun-2014All Recent SEC Filings

Show all filings for TWENTY-FIRST CENTURY FOX, INC.



Change in Directors or Principal Officers

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Director

On June 6, 2014, Álvaro Uribe notified the Board of Directors (the "Board") of Twenty-First Century Fox, Inc. (the "Company") of his resignation from the Board effective June 30, 2014. Mr. Uribe's resignation from the Board is not due to any disagreement with the Company. The Board is actively engaged in a process of considering additional independent directors. As a result of Mr. Uribe's resignation, the size of the Board has been set at 11 directors.

Letter Agreement with Chase Carey

On June 9, 2014, the Company's wholly owned subsidiary, 21st Century Fox America, Inc. ("21CFA"), entered into a letter agreement (the "Letter Agreement") with Mr. Chase Carey, the President and Chief Operating Officer of the Company and Deputy Chairman of the Board, effective July 1, 2014. Among other things, the Letter Agreement amends Mr. Carey's Amended and Restated Agreement effective as of July 1, 2010, as amended (the "Agreement") to extend the Term of Employment (as defined below) for a period of two years.

Pursuant to the terms of the Agreement, the term of employment for Mr. Carey (the "Term of Employment") will be extended for a period of two years through June 30, 2016 (the "Extended Term"). The Letter Agreement permits Mr. Carey to elect to conclude the Term of Employment no earlier than December 31, 2015 after providing six months' notice to 21CFA, which notice may be given no earlier than July 1, 2015. Should Mr. Carey elect to conclude the Term of Employment, he agrees to provide non-exclusive consulting services to 21CFA through June 30, 2016 (the "Consulting Term"). During the Consulting Term, Mr. Carey would continue to receive the compensation and benefits as set forth in the Agreement, and Mr. Carey would also be subject to a non-compete provision. In addition, if Mr. Carey elects to conclude the Term of Employment, he agrees to tender his resignation from the Board upon the request of the Board.

Pursuant to the terms of the Letter Agreement, Mr. Carey will be entitled to receive the full value of any award that has been granted to Mr. Carey under the Company's Performance-Based LTIP prior to the Extended Term at the end of the applicable performance period of such award. Any awards granted to Mr. Carey under the Company's Performance-Based LTIP during the Extended Term will not be subject to forfeiture and will be payable in full at the end of the performance period unless Mr. Carey is terminated for Cause or resigns without Good Reason (in each case, as defined in the Agreement) in which case such awards will be payable pro rata based on the number of days Mr. Carey worked during the performance period.

In the event Mr. Carey is terminated without Cause during the Extended Term, he shall be entitled to receive his Salary, Target Annual Bonus Amount, the full value of any Performance-Based LTIP and the Continuing Health and Welfare Benefits (all as defined in the Agreement), to the extent permissible under the terms of such plans and arrangements, for the duration of the Extended Term as if the termination had not occurred.

All other substantive terms of the Agreement remain unchanged.

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