Mediaco Holding Inc. 10-Q

Item 5. Other Information On November 10, 2021, MediaCo entered into an employment agreement with Rahsan-Rahsan Lindsay, effective as of July 1, 2021, to serve as the Company’s Chief Executive Officer through June 30, 2023. Under the agreement, Mr. Lindsay’s annual base salary rate is $550,000. His annual incentive bonus target is 60% of his base salary. The annual incentive bonus will be paid, if at all, based upon achievement of certain performance goals to be determined by the Company. The Company retains the right to pay such annual incentive bonus in cash or shares of our Class A common stock. Mr. Lindsay also retains the right to participate in all of our employee benefit plans for which he is otherwise eligible. On July 1, 2021, Mr. Lindsay was granted 191,174 restricted shares of the Company’s Class A common stock, which are scheduled to vest in eight equal quarterly installments, with the first installment vesting on October 1, 2021. If the Agreement is terminated (i) by the Company during the term other than for “Cause” (as defined in the agreement) or other than upon Mr. Lindsay’s death or Disability (as defined in the Agreement), or (ii) by Mr. Lindsay for “Good Reason” (as defined in the agreement), Mr. Lindsay will be entitled to severance equal to six months’ base salary and the vesting of his equity grants will accelerate, provided in each case he signs a separation agreement and general release. The agreement also contains customary confidentiality, non-competition, non-solicitation and anti-raiding restrictions that apply to Mr. Lindsay during and after the term. This description of the employment agreement is qualified in its entirety by reference to the employment agreement, a copy of which is attached as Exhibit 10.1 to this Quarterly Report on Form 10-Q, and is incorporated herein by reference. - 27 - Item 6. Exhibits (a) Exhibits. The following exhibits are filed or incorporated by reference as a part of this report: Exhibit Incorporated by Reference Number Exhibit Description Filed Herewith Form Period Ending Exhibit Filing Date 3.1 Amended and Restated Articles of Incorporation of MediaCo Holding Inc., as amended 10-KT 12/31/2019 3.1 3/27/2020 3.2 Amended and Restated Code of Bylaws of MediaCo Holding Inc. 10-K 12/31/2020 3.2 3/30/2021 10.1 Employment agreement, effective as of July 1, 2021, by and between MediaCo Holding Inc. and Rahsan-Rahsan Lindsay X 31.1 Certification of Principal Executive Officer of MediaCo Holding Inc. pursuant to Rule 13a-14(a) under the Exchange Act X 31.2 Certification of Principal Financial Officer of MediaCo Holding Inc. pursuant to Rule 13a-14(a) under the Exchange Act X 32.1 Certification of Principal Executive Officer of MediaCo Holding Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 32.2 Certification of Principal Financial Officer of MediaCo Holding Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 101.INS Inline XBRL Instance Document X 101.SCH Inline XBRL Taxonomy Extension Schema Document X 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X 101.LAB Inline XBRL Taxonomy Extension Labels Linkbase Document X 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) - 28 - SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. MEDIACO HOLDING INC. Date: November 12, 2021 By: /s/ RYAN A. HORNADAY Ryan A. Hornaday Executive Vice President, Chief Financial Officer and Treasurer - 29 -