EMPLOYMENT AGREEMENT (the “Agreement”) effective as of November 2, 2021 (the “Effective Date”), between Hemisphere Media Group, Inc., a Delaware corporation (the “Company”), and John Garcia (“Employee”).
WHEREAS the Company desires to employ Employee and Employee is willing to serve the Company for the period and upon such other terms and conditions of this Agreement; and
WHEREAS Employee’s agreement to enter into this Agreement and be bound by the terms hereof, including the restrictive covenants herein, is a material inducement to the Company’s willingness to grant stock options and restricted stock to Employee and the Company would not otherwise grant such stock options and restricted stock to Employee if Employee did not agree to enter into this Agreement;
NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, and intending to be legally bound hereby, the parties hereto agree as set forth below:
1.Term. (a) The term of Employee’s employment under this Agreement shall commence on November 2, 2021 (the “Start Date”), and shall continue until December 31, 2022 (the “Initial Expiration Date”); provided, however, that Employee’s employment under this Agreement may be terminated at any time pursuant to the provisions of Section 4. The period of time from the Start Date through the termination of this Agreement and Employee’s employment hereunder pursuant to its terms is herein referred to as the “Term”; and the date on which the Term is scheduled to expire (i.e., the Initial Expiration Date or the scheduled expiration of any extended term, if applicable) is herein referred to as the “Expiration Date”.
(b)Employee agrees and acknowledges that the Company has no obligation to extend the Term or to continue Employee’s employment following the Expiration Date, and Employee expressly acknowledges that no promises or understandings to the contrary have been made or reached. Employee also agrees and acknowledges that, should Employee and the Company choose to continue Employee’s employment for any period of time following the Expiration Date without extending the term of Employee’s employment under this Agreement or entering into a new written employment agreement, Employee’s employment with the Company shall be “at will”, such that the Company may terminate Employee’s employment at any time, with or without reason and with or without notice, and Employee may resign at any time, with or without reason and with or without notice.
(c)For purposes of this Agreement, the following terms, as used herein, shall have the definitions set forth below.
“Affiliate” means, with respect to any specified Person, any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such specified Person, provided that, in any event, any business in which the Company has any direct or indirect ownership interest shall be treated as an Affiliate of the Company.
“Control” (including, with correlative meanings, the terms “Controlled by” and “under common Control with”), as used with respect to any Person, means the direct or indirect possession of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by contract or otherwise.
“Governmental Entity” means any national, state, county, local, municipal or other government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality.