Exhibit
10.1.4


UNIVISION COMMUNICATIONS INC. 

CHANGE IN CONTROL SEVERANCE PLAN


The Company hereby adopts the Univision Communications Inc. Change in
Control Severance Plan for the benefit of certain employees of the Company and
its subsidiaries, on the terms and conditions hereinafter stated.  The Plan, as set forth herein, is intended to
help retain certain executive officers, maintain a stable work environment and
provide economic security to eligible employees in the event of certain
terminations of employment.  The Plan, as
a “severance pay arrangement” within the meaning of Section 3(2)(B)(i) of
ERISA, is intended to be excepted from the definitions of “employee pension
benefit plan” and “pension plan” set forth under section 3(2) of ERISA, and is
intended to meet the descriptive requirements of a plan constituting a “severance
pay plan” within the meaning of regulations published by the Secretary of Labor
at Title 29, Code of Federal Regulations §2510.3-2(b).


SECTION 1.                                                        DEFINITIONS.  As hereinafter used:


1.1        “Affiliate”
means, with respect to any individual or
entity, any other individual or entity who, directly or indirectly through one
or more intermediaries, controls, is controlled by or is under common control
with, such individual or entity.


1.2        “Board”
means the Board of Directors of the Company.


1.3        “Cause”
shall mean that the Eligible Employee has: 
(a) willfully and continually failed to substantially perform, or been
willfully grossly negligent in the discharge of, his or her duties to the Company
or any of its subsidiaries (in any case, other than by reason of a disability,
physical or mental illness or analogous condition), which failure or negligence
continues for a period of 10 business days after a written demand for
performance is delivered to the Eligible Employee by the Board, which
specifically identifies the manner in which the Board believes that the
Eligible Employee has not substantially performed, or been grossly negligent in
the discharge of, his or her duties; (b) committed or engaged in an act of (1)
theft, embezzlement or fraud, or (2) a willful and material breach of
confidentiality or a willful unauthorized disclosure or use of inside
information, customer lists, trade secrets or other confidential information;
(c) willfully breached a fiduciary duty, or willfully and materially violated
any other duty, law, rule, regulation or policy of the Company, any of its
subsidiaries or any Affiliate of the Company or any of its subsidiaries; (d)
been convicted of a felony or a misdemeanor with respect to which fraud or
dishonesty is a material element; (e) materially and willfully breached any
agreement with the Company, any of its subsidiaries or any Affiliate of the
Company or any of its subsidiaries; (f) engaged in unfair competition with, or
otherwise acted willfully in a manner materially injurious to the reputation,
business or assets of, the Company, any of its subsidiaries or any Affiliate of
the Company or any of its subsidiaries; or (g) improperly and willfully induced
(1) a vendor or customer to break or terminate any material contract with the
Company, any of its subsidiaries or any









 



Affiliate
of the Company or any of its subsidiaries or (2) a principal for whom the
Company, any of its subsidiaries or any Affiliate of the Company or any of its
subsidiaries acts as agent to terminate such agency relationship.  No act or failure to act on the part of the
Eligible Employee shall be deemed “willful” unless done, or omitted to be done,
by the Eligible Employee not in good faith or without reasonable belief that
the Eligible Employee’s act or failure to act was in the best interests of the
Company.  For the avoidance of doubt,
this definition of Cause shall control for all purposes of determining the
rights to benefits under the Plan, regardless of any inconsistency between this
definition and a definition of “Cause” that is set forth in any employment,
severance or other agreement between the Eligible Employee on the one hand, and
the Company or any subsidiary of the Company or any Affiliate of the Company or
any subsidiary of the Company, on the other hand.


1.4        A “Change
in Control” shall be deemed to mean the first of the following events to
occur after the Effective Date:


(a)                                  The acquisition by any individual,
entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the
Exchange Act (a “Person”)) of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of 20% or more of either (1) the
then-outstanding shares of common stock of the Company (the “Outstanding
Company Common Stock”) or (2) the combined voting power of the then-outstanding
voting securities of the Company entitled to vote generally in the election of
directors (the “Outstanding Company Voting Securities”); provided, however, that,
for purposes of this Section 1.4(a), the following acquisitions shall not
constitute a Change in Control; (A) any acquisition directly from the Company,
(B) any acquisition by the Company, (C) any acquisition by any employee benefit
plan (or related trust) sponsored or maintained by the Company or any Affiliate
of the Company or a successor, or (D) any acquisition by any entity pursuant to
a transaction that complies with Sections 1.4(c)(1), (2) and (3) below;


(b)                                 Individuals who, as of the Effective
Date, constitute the Board (the “Incumbent Board”) cease for any reason to
constitute at least a majority of the Board; provided, however, that any
individual becoming a director subsequent to the Effective Date whose election,
or nomination for election by the Company’s stockholders, was approved by a
vote of at least two-thirds of the directors then comprising the Incumbent
Board (including for these purposes, the new members whose election or
nomination was so approved, without counting the member and his or her
predecessor twice) shall be considered as though such individual were a member
of the Incumbent Board, but excluding, for this purpose, any such individual
whose initial assumption of office occurs as a result of an actual or
threatened election contest with respect to the election or removal of
directors or other actual or threatened solicitation of proxies or consents by
or on behalf of a Person other than the Board;



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(c)                                  Consummation of a reorganization,
merger, statutory share exchange or consolidation or similar corporate
transaction involving the Company or any of its subsidiaries, a sale or other
disposition of all or substantially all of the assets of the Company, or the
acquisition of assets or stock of another entity by the Company or any of its
subsidiaries (each, a “Business Combination”), in each case unless, following
such Business Combination, (1) all or substantially all of the individuals and
entities that were the beneficial owners of the Outstanding Company Common
Stock and the Outstanding Company Voting Securities immediately prior to such
Business Combination beneficially own, directly or indirectly, more than 50% of
the then-outstanding shares of common stock and the combined voting power of
the then-outstanding voting securities entitled to vote generally in the
election of directors, as the case may be, of the entity resulting from such
Business Combination (including, without limitation, an entity that, as a
result of such transaction, owns the Company or all or substantially all of the
Company’s assets directly or through one or more subsidiaries (a “Parent”)) in
substantially the same proportions as their ownership immediately prior to such
Business Combination of the Outstanding Company Common Stock and the
Outstanding Company Voting Securities, as the case may be, (2) no Person
(excluding any entity resulting from such Business Combination or a Parent or
any employee benefit plan (or related trust) of the Company or such entity
resulting from such Business Combination or Parent) beneficially owns, directly
or indirectly, 20% or more of, respectively, the then-outstanding shares of
common stock of the entity resulting from such Business Combination or the
combined voting power of the then-outstanding voting securities of such entity,
except to the extent that the ownership in excess of 20% existed prior to the
Business Combination, and (3) at least a majority of the members of the board
of directors or trustees of the entity resulting from such Business Combination
or a Parent were members of the Incumbent Board at the time of the execution of
the initial agreement or of the action of the Board providing for such Business
Combination; or


(d)                                 Approval by the stockholders of the
Company of a complete liquidation or dissolution of the Company other than in
the context of a transaction that does not constitute a Change in Control under
Section (c) above.


1.5        “Change in
Control Protection Period” shall mean the period commencing on the date a
Change in Control occurs and ending on the second anniversary of such date.


1.6        “Code”
means the Internal Revenue Code of 1986, as it may be amended from time to
time.


1.7        “Company”
means Univision Communications Inc. or any successors thereto.



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1.8        “Disability”
means a physical or mental condition entitling the Eligible Employee to
benefits under the applicable long-term disability plan of the Company or any
its subsidiaries, or if no such plan exists, a “permanent and total disability”
(within the meaning of Section 22(e)(3) of the Code).


1.9        “Effective
Date” shall mean May 18, 2006.


1.10      “Eligible
Employee” means any full-time employee of the Company or any subsidiary
thereof designated by the Company as an Eligible Employee.


1.11      “ERISA”
means the Employee Retirement Income Security Act of 1974, as amended.


1.12      “Exchange
Act” means the Securities Exchange Act of 1934, as amended.


1.13      “Good
Reason” means (i) a material adverse alteration in the nature or status of
such employee’s responsibilities with the Company or any subsidiary thereof
from those in effect on the Effective Date or immediately prior to the Change
in Control, (ii) a reduction in salary or target bonus opportunity from those
in effect on the Effective Date or immediately prior to the Change in Control,
(iii) a relocation of such employee’s principal place of business that causes
such employee’s commute from his or her principal residence to the new work
location to increase by at least 50 miles, or (iv) the Eligible Employee no
longer being in the same position with a New York Stock Exchange publicly
traded company that has publicly traded equity float in excess of $5 billion.


1.14      “Maximum
Annual Bonus” means two times (2x) the Eligible Employee’s annual base
salary as in effect on the Effective Date, immediately prior to the Change in
Control or immediately prior to the Severance Date, whichever is highest.


1.15      “Plan”
means the Univision Communications Inc. Change in Control Severance Plan, as
set forth herein, as it may be amended from time to time.


1.16      “Plan
Administrator” means the Compensation Committee of the Board or such other
person or persons appointed from time to time by the Compensation Committee of
the Board to administer the Plan.


1.17      “Safe
Harbor Amount” shall mean the greatest pre-tax amount of Payments that
could be paid to an Eligible Employee without causing an Eligible Employee to
become liable for any Excise Tax in connection therewith.


1.18      “Severance”
means (a) the involuntary termination of an Eligible Employee’s employment by
the Company or any subsidiary thereof, other than for Cause, death or
Disability or (b) a termination of an Eligible Employee’s employment by the
Eligible Employee for Good Reason, in each case, during the Change in Control
Protection Period.



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1.19      “Severance
Date” means the date on which an Eligible Employee incurs a Severance.


SECTION
2.                                                        CHANGE
IN CONTROL SEVERANCE BENEFITS


2.1        Generally.  Subject to Section 2.9 and Section 4 hereof,
all Eligible Employees shall be entitled to severance payments and benefits
pursuant to applicable provisions of Section 2 of this Plan if they incur a
Severance during the Change in Control Protection Period.  For purposes of calculating severance
benefits pursuant to this Section 2, any reduction in an Employee’s annual base
salary or Maximum Annual Bonus during the Change in Control Protection Period
shall be disregarded.


2.2        Payment
of Accrued Obligations.  The Company
shall pay to each Eligible Employee who incurs a Severance during the Change in
Control Protection Period a lump sum payment in cash, paid as soon as
practicable but no later than 10 days after the Severance Date, equal to the
sum of (a) the Eligible Employee’s accrued annual base salary and any accrued
vacation pay through the Severance Date, and (b) subject to Section 2.10 of
this Plan, the Eligible Employee’s annual bonus earned for the fiscal year
immediately preceding the fiscal year in which the Severance Date occurs if
such bonus has not been paid as of the Severance Date.


2.3        Payment of
Salary and Bonus.  Subject to
Sections 2.9, 2.10 and 4 hereof, the Company shall pay to each Eligible
Employee who incurs a Severance during the Change in Control Protection Period
a lump sum cash payment, as soon as practicable but in no event later than 10
days after the Severance Date, equal to the greater of (a) the amount to which
such Eligible Employee is entitled to receive under a written employment
agreement or other individual severance arrangement with the Company (excluding
for purposes of this calculation amounts payable under the Company’s Change in
Control Retention Bonus Plan) or (b) three times (3x) the sum of (1) his or her
annual base salary (as in effect on the Effective Date, immediately prior to
the Change in Control or immediately prior to the Severance Date, whichever is
highest) plus (2) his or her Maximum Annual Bonus.


2.4        Payment of
Pro-Rata Bonus.  Subject to Sections
2.9, 2.10 and 4 hereof, the Company shall pay to each Eligible Employee who
incurs a Severance during the Change in Control Protection Period a lump sum
cash payment as soon as practicable but in no event later than 10 days after
the Severance Date equal to the product of (a) the Eligible Employee’s Maximum
Annual Bonus in which the Severance Date occurs or in which the Change in
Control occurs, if greater and (b) a fraction, the numerator of which is the
number of full and partial months completed from the first day of the fiscal
year in which the Severance Date occurs through the Severance Date, and the
denominator of which is twelve (12).


2.5        Immediate
Vesting of Equity-Based Compensation Awards upon a Change in Control.  Subject to Sections 2.9, 2.10 and 4 hereof,
in the case of each Eligible Employee who incurs a Severance during the Change
in Control Protection Period, each option to acquire shares of common stock of
the Company (“Company



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Common
Stock”), each share of restricted Company Common Stock, and each restricted
stock unit denominated in shares of Company Common Stock then held by the
Eligible Employee and which have not previously vested (other than restricted
stock units granted pursuant to the Company’s Change in Control Retention Bonus
Plan which shall vest in accordance with their original terms), in each case
which was granted prior to the Change in Control, shall vest and become
immediately and fully exercisable, as the case may be, to the extent not
previously vested and/or exercisable, and each such vested stock option shall
remain exercisable in accordance with its terms.  Each such restricted stock unit shall be
settled in accordance with its terms.


2.6        Benefit
Continuation.  Subject to Sections
2.9, 2.10 and 4 hereof, in the case of each Eligible Employee who incurs a
Severance during the Change in Control Protection Period, commencing on the
date immediately following such Eligible Employee’s Severance Date and
continuing for thirty-six (36) months (or such lesser time as required to avoid
the imposition of additional taxes under Section 409A of the Code) (the “Welfare
Benefit Continuation Period”), the Company shall provide to each such Eligible
Employee (and anyone entitled to claim under or through such employee) all
Company-paid benefits under any group health plan, dental plan, disability
plan, accidental death and dismemberment policy and life insurance policy of
the Company (as in effect immediately prior to such employee’s Severance Date
or, if more favorable to such employee, on the Effective Date or immediately
prior to the Change in Control) for which employees of the Company are
eligible, to the same extent as if such employee had continued to be an
employee of the Company.  To the extent
that such employee’s participation in Company benefit plans is not practicable,
the Company shall arrange to provide, at the Company’s sole expense, such
employee and anyone entitled to claim under or through such employee with
equivalent health and dental benefits under an alternative arrangement during
the Welfare Benefit Continuation Period. 
The coverage period for purposes of the group health continuation requirements
of Section 4980B of the Code shall commence at the expiration of the Welfare
Benefit Continuation Period.  In
addition, for a period of thirty-six (36) months following such Eligible
Employee’s Severance Date, the Company shall continue to pay the premiums due
on individual life insurance policies held in the name of any Eligible Employee
as of the Change in Control Date.


2.7        Outplacement
Services.  Subject to Section 2.9 and
Section 4 hereof, each Eligible Employee who incurs a Severance during the
Change in Control Protection Period shall be provided with outplacement
services for up to 12 months following the Severance Date.


2.8        Legal Fees.
The Company shall reimburse each Eligible Employee whose termination of
employment occurs during the Change in Control Protection Period for all
reasonable legal fees and expenses incurred by such Eligible Employee in
seeking to obtain or enforce any right or benefit provided under Section 2 of
this 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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2.9        Release.  No Eligible Employee who incurs a Severance
during the Change in Control Protection Period shall be eligible to receive any
payments or other benefits under the Plan (other than payments under Section
2.2 hereof) unless he or she first executes a written release substantially in
the form attached hereto as Schedule A and does not revoke such release within
the time permitted therein for such revocation.


2.10      409A.
Notwithstanding the foregoing provisions of this Plan, to the extent required
in order to avoid accelerated taxation and/or tax penalties under Section 409A
of the Code, amounts that would otherwise be payable and benefits that would
otherwise be provided pursuant to this Plan during the six-month period
immediately following the Severance Date shall instead be paid on the first
business day after the date that is six months following the Eligible Employee’s
“separation from service” within the meaning of Section 409A.


SECTION 3.                                                        PLAN
ADMINISTRATION.


3.1        The Plan
Administrator shall administer the Plan and may interpret the Plan, prescribe,
amend and rescind rules and regulations under the Plan and make all other
determinations necessary or advisable for the administration of the Plan,
subject to all of the provisions of the Plan.


3.2        The Plan
Administrator may delegate any of its duties hereunder to such person or
persons from time to time as it may designate.


3.3        The Plan
Administrator is empowered, on behalf of the Plan, to engage accountants, legal
counsel and such other personnel as it deems necessary or advisable to assist
it in the performance of its duties under the Plan.  The functions of any such persons engaged by
the Plan Administrator shall be limited to the specified services and duties
for which they are engaged, and such persons shall have no other duties,
obligations or responsibilities under the Plan. 
Such persons shall exercise no discretionary authority or discretionary
control respecting the management of the Plan. 
All reasonable expenses thereof shall be borne by the Company.


3.4        Following the
occurrence of a Change in Control, the Company may not remove from office the
individual or individuals who served as Plan Administrator immediately prior to
the Change in Control; provided, however, if any such individual ceases to be
affiliated with the Company, the Company may appoint another individual or
individuals as Plan Administrator so long as the substitute Plan Administrator
consists solely of an individual or individuals who either (a) were officers of
the Company immediately prior to the Change in Control or (b) were directors of
the Company immediately prior to the Change in Control and are not affiliated
with the acquiring entity in the Change in Control.


SECTION 4.                                                        EXCISE
TAX.


4.1        In
the event it shall be determined (as hereafter provided) that any payment or
distribution whether paid or payable or distributed or distributable pursuant
to the terms of this Plan or otherwise pursuant to or by reason of any other
agreement,



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policy, plan, program or arrangement (including without
limitation payments or acceleration of vesting in respect of any equity-based
or other award), or similar right (collectively, a “Payment”), to or for the
benefit of an Eligible Employee, would be subject to the excise tax imposed by
Section 4999 of the Code, or any successor provision thereto, or any similar
tax imposed by state or local law, or any interest or penalties with respect to
such excise tax (such tax or taxes, together with any such interest and
penalties, are hereafter collectively referred to as the “Excise Tax”), then
the Eligible Employee shall be entitled to receive an additional payment or
payments (a “Gross-Up Payment”) in an amount such that, after payment by the
Eligible Employee of all taxes (including any interest or penalties imposed
with respect to such taxes), including any Excise Tax, imposed upon the
Gross-Up Payment, the Eligible Employee retains an amount of the Gross-Up
Payment equal to the Excise Tax imposed upon the Payment.  Notwithstanding the previous sentence, if the
aggregate Payment does not equal or exceed 115% of the Safe Harbor Amount, then
no Gross-Up Payment shall be payable to the Eligible Employee and the aggregate
amount of Payment payable to the Eligible Employee shall be reduced in the
manner selected by the Eligible Employee to the Safe Harbor Amount.


4.2        Subject to
Section 4.4 of this Plan, all determinations required to be made under this Section
4, including whether an Excise Tax is payable by an Eligible Employee and the
amount of such Excise Tax and whether a Gross-Up Payment is required and the
amount of such Gross-Up Payment, will be made by a nationally recognized firm
of certified public accountants (the “Accounting Firm”) designated by the
Company prior to a Change in Control and reasonably acceptable to the Eligible
Employee.  If the Accounting Firm
determines that any Excise Tax is payable by the Eligible Employee, the Company
will pay the required Gross-Up Payment to the Eligible Employee no later than
five calendar days prior to the due date for the Eligible Employee’s income tax
return on which the Excise Tax is included. 
If the Accounting Firm determines that no Excise Tax is payable by the
Eligible Employee, it will, at the same time as it makes such determination,
furnish the Eligible Employee with an opinion that he has substantial authority
not to report any Excise Tax on his federal, state, local income or other tax
return.  Any determination by the
Accounting Firm as to the amount of the Gross-Up Payment will be binding upon
the Company and the Eligible Employee. 
As a result of the uncertainty in the application of Section 4999 of the
Code (or any successor provision thereto) and the possibility of similar
uncertainty regarding applicable state or local tax law at the time of any
determination by the Accounting Firm hereunder, it is possible that Gross-Up
Payments which will not have been made by the Company should have been made (an
“Underpayment”), consistent with the calculations required to be made
hereunder.  If the Company exhausts or
fails to pursue its remedies pursuant to Section 4.4 hereof, and the Eligible
Employee thereafter is required to make a payment of any Excise Tax, the
Eligible Employee shall so notify the Company, which will direct the Accounting
Firm to determine the amount of the Underpayment that has occurred and to
submit its determination and detailed supporting calculations to both the
Company and the Eligible Employee as promptly as possible.  Any such Underpayment will be promptly paid
by the Company to, or for the benefit of, the Eligible Employee within five
business days after receipt of such determination and calculations.



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4.3        The fees and
expenses of the Accounting Firm for its services in connection with the
determinations and calculations contemplated by Section 4.2 hereof will be
borne by the Company.  If such fees and
expenses are initially advanced by the Eligible Employee, the Company will
reimburse the Eligible Employee the full amount of such fees and expenses
within five business days after receipt from the Eligible Employee of a
statement therefore and reasonable evidence of his payment thereof.


4.4        The Eligible
Employee will notify the Company in writing of any claim by the Internal
Revenue Service that, if successful, would require the payment by the Company
of a Gross-Up Payment.  Such notification
will be given as promptly as practicable but no later than 10 business days
after the Eligible Employee actually receives notice of such claim and the
Eligible Employee will further apprise the Company of the nature of such claim
and the date on which such claim is requested to be paid (in each case, to the
extent known by the Eligible Employee). 
The Eligible Employee will not pay such claim prior to the earlier of
(a) the expiration of the 30-calendar-day period following the date on which he
gives such notice to the Company and (b) the date that any payment of amount with
respect to such claim is due.  The
Company will bear and pay directly all costs and expenses (including interest
and penalties) incurred in connection with contesting such claim and will
indemnify and hold harmless the Eligible Employee, on an after-tax basis, for
and against any Excise Tax or income tax, including interest and penalties with
respect thereto, imposed as a result of such representation and payment of
costs and expenses.  Without limiting the
foregoing provisions of this Section 4.4, the Company will control all
proceedings taken in connection with the contest of any claim contemplated by
this Section 4.4 and, at its sole option, may pursue or forego any and all
administrative appeals, proceedings, hearings and conferences with the taxing
authority in respect of such claim (provided that the Eligible Employee may
participate therein at his own cost and expense) and may, at its option, either
direct the Eligible Employee to pay the tax claimed and sue for a refund or
contest the claim in any permissible manner, and the Eligible Employee agrees
to prosecute such contest to a determination before any administrative
tribunal, in a court of initial jurisdiction and in one or more appellate
courts, as the Company will determine; provided, however, that, if the Company
directs the Eligible Employee to pay the tax claimed and sue for a refund, the
Company will advance the amount of such payment to the Eligible Employee on an
interest-free basis and will indemnify and hold the Eligible Employee harmless,
on an after-tax basis, from any Excise Tax or income tax, including interest or
penalties with respect thereto, imposed with respect to such advance; and
provided further, however, that any extension of the statute of limitations
relating to payment of taxes for the taxable year of the Eligible Employee with
respect to which the contested amount is claimed to be due is limited solely to
such contested amount.  Furthermore, the
Company’s control of any such contested claim will be limited to issues with
respect to which a Gross-Up Payment would be payable hereunder, and the
Eligible Employee will be entitled to settle or contest, as the case may be,
any other issue raised by the Internal Revenue Service or any other taxing
authority.


4.5        If, after the
receipt by the Eligible Employee of an amount advanced by the Company pursuant
to Section 4.4 hereof, the Eligible Employee receives any refund with respect
to such claim, the Eligible Employee will (subject to the Company’s



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complying
with the requirements of Section 4.4 hereof) promptly pay to the Company the
amount of such refund (together with any interest paid or credited thereon
after any taxes applicable thereto).  If,
after the receipt by the Eligible Employee of an amount advanced by the Company
pursuant to Section 4.4 hereof, a determination is made that the Eligible
Employee will not be entitled to any refund with respect to such claim, and the
Company does not notify the Eligible Employee in writing of its intent to
contest such denial or refund prior to the expiration of 30 calendar days after
such determination, then such advance will be forgiven and will not be required
to be repaid, and the amount of such advance will offset, to the extent
thereof, the amount of Gross-Up Payment required to be paid pursuant to this
Section 4.  If, after the receipt by the
Eligible Employee of a Gross-Up Payment but before the payment by the Eligible
Employee of the Excise Tax, it is determined by the Accounting Firm that the
Excise Tax payable by the Eligible Employee is less than the amount originally
computed by the Accounting Firm and consequently that the amount of the
Gross-Up Payment is larger than that required by this Section 4, shall promptly
refund to the Company the amount by which the Gross-Up Payment initially made
to the Eligible Employee exceeds the Gross-Up Payment required under this
Section 4.


SECTION 5.                                                        PLAN
MODIFICATION OR TERMINATION.


The Plan may not be
terminated prior to the end of the Change in Control Protection Period.  The Plan may be amended by the Board at any
time; provided, however, that the Plan may not be amended if such amendment
would in any manner be adverse to the interests of any Eligible Employee.  For the avoidance of doubt, (a) any action
taken by the Company or the Plan Administrator to cause an Eligible Employee to
no longer be designated as an Eligible Employee or any action taken by the
Company or the Plan Administrator to decrease the benefits for which an
Eligible Employee is eligible, and (b) any amendment to Section 3.4 or this
Section 5 following the occurrence of a Change in Control shall be treated as
an amendment to the Plan which is adverse to the interests of any Eligible
Employee.


SECTION 6.                                                        GENERAL
PROVISIONS.


6.1        Except as
otherwise provided herein or by law, no right or interest of any Eligible
Employee under the Plan shall be assignable or transferable, in whole or in
part, either directly or by operation of law or otherwise, including without
limitation by execution, levy, garnishment, attachment, pledge or in any
manner; no attempted assignment or transfer thereof shall be effective; and no
right or interest of any Eligible Employee under the Plan shall be liable for,
or subject to, any obligation or liability of such Eligible Employee.  When a payment is due under this Plan to a
severed employee who is unable to care for his or her affairs, payment may be
made directly to his or her legal guardian or personal representative.


6.2        If the
Company or any subsidiary thereof is obligated by law or by contract to pay
severance pay, a termination indemnity, notice pay, or the like, or if the
Company or any subsidiary thereof is obligated by law to provide advance notice
of separation (“Notice Period”), then any severance pay hereunder shall be
reduced by the



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amount of
any such severance pay, termination indemnity, notice pay or the like, as
applicable, and by the amount of any compensation received during any Notice
Period.


6.3        Neither the
establishment of the Plan, nor any modification thereof, nor the creation of any
fund, trust or account, nor the payment of any benefits shall be construed as
giving any Eligible Employee, or any person whomsoever, the right to be
retained in the service of the Company or any subsidiary thereof, and all
Eligible Employees shall remain subject to discharge to the same extent as if
the Plan had never been adopted.


6.4        If any
provision of this Plan shall be held invalid or unenforceable, such invalidity
or unenforceability shall not affect any other provisions hereof, and this Plan
shall be construed and enforced as if such provisions had not been included.


6.5        This Plan
shall inure to the benefit of and be binding upon the heirs, executors,
administrators, successors and assigns of the parties, including each Eligible
Employee, present and future, and any successor to the Company.  If a severed employee shall die while any
amount would still be payable to such severed employee hereunder if the severed
employee had continued to live, all such amounts, unless otherwise provided
herein, shall be paid in accordance with the terms of this Plan to the
executor, personal representative or administrators of the severed employee’s
estate.


6.6        The headings
and captions herein are provided for reference and convenience only, shall not
be considered part of the Plan, and shall not be employed in the construction
of the Plan.


6.7        The Plan
shall not be required to be funded unless such funding is authorized by the
Board.  Regardless of whether the Plan is
funded, no Eligible Employee shall have any right to, or interest in, any
assets of any Company which may be applied by the Company to the payment of
benefits or other rights under this Plan.


6.8        Any notice or
other communication required or permitted pursuant to the terms hereof shall
have been duly given when delivered or mailed by United States Mail, first
class, postage prepaid, addressed to the intended recipient at his, her or its
last known address.


6.9        This Plan
shall be construed and enforced according to the laws of the State of Delaware
to the extent not preempted by federal law, which shall otherwise control.


6.10      All benefits
hereunder shall be reduced by applicable withholding and shall be subject to
applicable tax reporting, as determined by the Plan Administrator.


SECTION 7.                                                        CLAIMS,
INQUIRIES, APPEALS.


7.1        Applications
for Benefits and Inquiries.  Any
application for benefits, inquiries about the Plan or inquiries about present
or future rights under the Plan must be submitted to the Plan Administrator in
writing, as follows:



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Plan Administrator


c/o Univision Communications Inc. Legal Department


5999 Center Drive


Los Angeles, CA 90045


7.2        Denial of Claims. 
In the event that any application for benefits is denied in whole or in
part, the Plan Administrator must notify the applicant, in writing, of the
denial of the application, and of the applicant’s right to review the
denial.  The written notice of denial
will be set forth in a manner designed to be understood by the employee, and
will include specific reasons for the denial, specific references to the Plan
provision upon which the denial is based, a description of any information or
material that the Plan Administrator needs to complete the review and an
explanation of the Plan’s review procedure.


This written notice will
be given to the employee within ninety (90) days after the Plan Administrator
receives the application, unless special circumstances require an extension of
time, in which case, the Plan Administrator has up to an additional ninety (90)
days for processing the application.  If
an extension of time for processing is required, written notice of the
extension will be furnished to the applicant before the end of the initial
ninety (90)-day period.


This
notice of extension will describe the special circumstances necessitating the
additional time and the date by which the Plan Administrator is to render his
or her decision on the application.  If
written notice of denial of the application for benefits is not furnished
within the specified time, the application shall be deemed to be denied.  The applicant will then be permitted to
appeal the denial in accordance with the Review Procedure described below.


7.3        Request for a Review. 
Any person (or that person’s authorized representative) for whom an
application for benefits is denied (or deemed denied), in whole or in part, may
appeal the denial by submitting a request for a review to the Plan
Administrator within 60 days after the application is denied (or deemed
denied).  The Plan Administrator will
give the applicant (or his or her representative) an opportunity to review
pertinent documents in preparing a request for a review and submit written
comments, documents, records and other information relating to the claim.  A request for a review shall be in writing
and shall be addressed to:


Plan Administrator


c/o Univision Communications Inc. Legal Department


5999 Center Drive


Los Angeles,
CA 90045


A request for review
must set forth all of the grounds on which it is based, all facts in support of
the request and any other matters that the applicant feels are pertinent.  The Plan Administrator may require the
applicant to submit additional facts, documents or other material as he or she
may find necessary or appropriate in making his or her review.



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7.4        Decision on Review. 
The Plan Administrator will act on each request for review within sixty
(60) days after receipt of the request, unless special circumstances require an
extension of time (not to exceed an additional sixty (60) days), for processing
the request for a review.  If an extension
for review is required, written notice of the extension will be furnished to
the applicant within the initial sixty (60)-day period.  The Plan Administrator will give prompt,
written notice of his or her decision to the applicant.  In the event that the Plan Administrator
confirms the denial of the application for benefits in whole or in part, the
notice will outline, in a manner calculated to be understood by the applicant,
the specific Plan provisions upon which the decision is based.  If written notice of the Plan Administrator’s
decision is not given to the applicant within the time prescribed in this
Section 7.4 the application will be deemed denied on review.


7.5        Rules and Procedures. 
The Plan Administrator may establish rules and procedures, consistent
with the Plan and with ERISA, as necessary and appropriate in carrying out his
or her responsibilities in reviewing benefit claims.  The Plan Administrator may require an
applicant who wishes to submit additional information in connection with an appeal
from the denial (or deemed denial) of benefits to do so at the applicant’s own
expense.


7.6        Exhaustion of Remedies.
 No legal action for benefits
under the Plan may be brought until the claimant (a) has submitted a written
application for benefits in accordance with the procedures described by Section
7.1 above, (b) has been notified by the Plan Administrator that the application
is denied (or the application is deemed denied due to the Plan Administrator’s
failure to act on it within the established time period), (c) has filed a
written request for a review of the application in accordance with the appeal
procedure described in Section 7.3 above and (d) has been notified in writing
that the Plan Administrator has denied the appeal (or the appeal is deemed to
be denied due to the Plan Administrator’s failure to take any action on the
claim within the time prescribed by Section 7.4 above).



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SCHEDULE A


WAIVER AND RELEASE OF CLAIMS AGREEMENT


I HAVE BEEN ADVISED TO CONSULT AN ATTORNEY PRIOR TO SIGNING THIS
AGREEMENT.


I UNDERSTAND THAT I HAVE [FORTY-FIVE] [TWENTY-ONE] DAYS AFTER RECEIVING
THIS AGREEMENT TO CONSIDER WHETHER TO SIGN IT.


AFTER SIGNING THIS AGREEMENT, I UNDERSTAND THAT I HAVE ANOTHER SEVEN
DAYS IN WHICH TO REVOKE IT, AND IT DOES NOT TAKE EFFECT UNTIL THOSE SEVEN DAYS
HAVE ENDED.


In consideration of, and subject to, the payments to be made to me by
Univision Communications Inc. (“Univision”) or any of its subsidiaries,
pursuant to the Univision Communications Change in Control Severance Plan (the “Plan”),
which I acknowledge that I would not otherwise be entitled to receive, I hereby
waive any claims I may have for employment or re-employment by Univision or any
subsidiary thereof after the date hereof, and I further agree to and do release
and forever discharge Univision or any subsidiary of Univision and their
respective past and present officers, directors, shareholders, employees and
agents from any and all claims and causes of action, known or unknown, arising
out of or relating to my employment with Univision or any subsidiary of
Univision or the termination thereof, including, but not limited to, wrongful
discharge, breach of contract, tort, fraud, any State’s Human Relations Act,
the Americans with Disabilities Act, Title VII of the Civil Rights Act of 1964,
the Civil Rights Act of 1991, Sections 1981-1988 of Title 42 of the U. S. Code,
Older Workers’ Benefit Protection Act, Family and Medical Leave Act, the Fair
Labor Standards Act, any State’s Wage Payment and Collection laws, the Age
Discrimination in Employment Act of 1967, the Pregnancy Discrimination Act, the
Employee Retirement Income Security Act of 1974, all as amended.  Should I decide to file any charge or legal
claim against the Company, I agree to waive my right to recover any damages or
other relief awarded to me which arises out of any such charge or legal claim
made by me against the Company.


Notwithstanding the foregoing or any other provision hereof, nothing in
this Waiver and Release of Claims Agreement shall adversely affect (i) my
rights under the Plan; (ii) my rights to benefits other than severance benefits
under plans, programs and arrangements of Univision or any subsidiary or parent
of Univision; or (iii) my rights to indemnification under any indemnification
agreement, applicable law and the certificates of incorporation and bylaws of
Univision and any subsidiary of Univision, and my rights under any directors’
and officers’ liability insurance policy covering me.


I acknowledge that I have signed this Waiver and Release of Claims
Agreement voluntarily, knowingly, of my own free will and without reservation
or duress, and that no promises or representations, written or oral, have been
made to me by any









 



person to induce me to do so other than the promise of
payment set forth in the first paragraph above and Univision’s acknowledgment
of my rights reserved under the preceding paragraph above.


I understand that this release will be deemed to be an application for
benefits under the Plan, and that my entitlement thereto shall be governed by
the terms and conditions of the Plan, and I expressly hereby consent to such
terms and conditions.


I acknowledge that I have been given not less than [forty-five (45)]
[twenty-one (21)] days to review and consider this Waiver and Release of Claims
Agreement, and that I have had the opportunity to consult with an attorney or
other advisor of my choice and have been advised by Univision to do so if I
choose.  I may revoke this Waiver and
Release of Claims Agreement seven days or less after its execution by providing
written notice to the Vice-President of Human Resources at Univision’s
corporate headquarters (or some other designee).


Finally, I acknowledge that I have carefully read this Waiver and
Release of Claims Agreement and understand all of its terms.  This is the entire Agreement between the
parties and is legally binding and enforceable.



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This Waiver and Release of Claims Agreement shall be governed and
interpreted under federal law and the laws of the State of Delaware.


I knowingly and voluntarily sign this Waiver and Release of Claims
Agreement and agree to be bound by its terms.


	
  Date Delivered to Employee:

  	
   

  	
  Univision Communications Inc.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date Signed by
  Employee:

  	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  	
   

  
	
  Seven-Day
  Revocation Period Ends:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Signed:

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (Print Employee’s Name)

  	
   

  	
   

  	
   

  
								



 



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