270 Legal [Sample Agreements]

This EMPLOYMENT AND NON-COMPETITION AGREEMENT (this “Agreement”), dated as of March 29, 2007, by and between Broadcasting Media Partners, Inc. (formerly known as Umbrella Holdings, LLC), a Delaware corporation (the “Company”), and Ray Rodriguez (the “Executive”).

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3.4 Change in Control Payment. The Executive shall be entitled to receive from the rabbi trust funding the obligations under the Univision Communications, Inc. Change in Control Severance Plan and Change in Control Retention Plan a cash payment of $9,300,000 and a cash payment of a pro rata bonus equal to $2,200,000 multiplied by a fraction, the numerator of which is the number of days in 2007 preceding and including the Effective Date and the denominator of which is 365, each of such payments to be paid on the Effective Date or the day after, less applicable tax withholding. Further, Executive shall be entitled to receive a cash payment on the Effective Date or the day after, equal to $5,437,500 in exchange for the cancellation of Executive’s 150,000 restricted stock units granted on May 18, 2006 pursuant to the Company’s Change in Control Retention Plan, subject to applicable tax withholding. In exchange for the payments and benefits described in this Section 3.4, Executive shall execute and deliver to the Company a release waiving his rights to any benefit or payment under the Company’s Change in Control Severance Plan and Change in Control Retention Plan and consenting to the termination of such plans with respect to Executive in a form as set forth in Exhibit F; provided, however, that Executive shall be entitled to and shall not waive or release his rights with respect to (i) the parachute gross up protection set forth in Section 4 of the Change in Control Severance Plan and (ii) reimbursement for all reasonable legal fees and expenses incurred in seeking to obtain or enforce any right or benefit set forth in Section 4 of the Change in Control Severance Plan (other than any such fees and expenses incurred in pursuing any claim determined by an arbitrator or by a court of competent jurisdiction to be frivolous or not to have been brought in good faith).
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