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EXHIBIT 10.26
FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT
THIS FOURTH AMENDMENT, dated as of January 15, 1996, to the Employment
Agreement dated as of April 26, 1985, by and between GARDEN STATE NEWSPAPERS,
INC. (the "Company"), a corporation organized and existing under the laws of
the State of Delaware conducting the business of publishing newspapers through
its wholly-owned subsidiaries, as the Employer, and XXXXXXX XXXX XXXXXXXXX (the
"Executive"), as the Employee.
WITNESSETH:
WHEREAS, the parties have heretofore entered into an Employment
Agreement dated as of April 26, 1985 (the "Agreement"), as amended by a First
Amendment dated as of April 30, 1986, a Second Amendment dated as of October 1,
1988 and a Third Amendment dated as of February 10, 1993 and now mutually
desire to further amend the same.
NOW THEREFORE, in consideration of the foregoing, and the mutual
covenants set forth below, the parties hereto agree as hereinafter set forth.
A. Section 1 of the Agreement shall be amended and restated to read
as follows:
"1. Period of Employment and Compensation
Company shall employ the Executive to perform the services described
below with his principal office activities being situated
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in Denver, Colorado, or such other location as the Executive shall elect, for
the period commencing October 1, 1988, and terminating at the close of business
June 30, 2001, unless thereafter extended as subsequently provided in this
Section, during which period the Executive shall:
(a) be paid a base salary at the annual rate of $350,000
through June 30, 1996, and at an annual rate of $250,000 commencing as
of such date, which salary shall be subject to annual review and
adjustment, as hereinafter set forth, and shall be payable in equal
monthly installments, on the regular pay day then established for
executives of the Company; and
(b) be reimbursed in a manner consistent with policies of the
Company established for executive personnel, for all reasonable expenses
of the Company incurred by the Executive in the discharge of any duties
hereunder; and
(c) receive such fringe benefits including accident,
hospitalization, disability, medical and life insurance plans, as shall
be made generally available to all other employees of the Company;
provided, however, that all payments made payable to the Executive under
this Agreement shall be subject to withholding for any applicable taxes,
social security or other governmental levies and for insurance, savings
or any other deductions authorized by or for the benefit of the
Executive under the programs established for or made available to the
executive personnel or other employees of the Company.
(d) effective January 1, 1996, and throughout the term of his
employment, be assisted by the Company through the
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establishment of a split dollar life insurance program adequate for his
and his family's needs. Pursuant to this program, the Company will,
upon the Executive's request, periodically advance on the Executive's
behalf amounts equal to the annual premiums for such insurance. These
advances will be evidenced by promissory notes and will be
collateralized by assignments to the Company of the cash value of the
insurance policies. If the Executive chooses to pay all or a portion of
the current annual cost of such insurance himself, then the Company will
reimburse the Executive's related costs in doing so.
(e) be eligible to receive a bonus for the Company's current
fiscal year and each subsequent fiscal year commencing on or before the
termination of this Agreement of up to $100,000 payable as soon as
practicable after the end of the Company's fiscal year, based on a
comparison of operating profits to budget of the Company during such
fiscal year as follows:
(i) If operating profits for such fiscal year are 100%
or more of budget, then the $100,000 bonus shall be
payable in full;
(ii) If operating profits for such fiscal year are 90%
or more (but under 100%) of budget, then the bonus
amount payable shall be $80,000;
(iii) If operating profits for such fiscal year are 80%
or more (but under 90%) of budget, then the bonus
amount payable shall be $60,000;
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(iv) If operating profits for such fiscal year are less
than 80% of budget, or if no budget has been
adopted and approved for such fiscal year pursuant
to the Company's Certificate of Incorporation and
bylaws, then no bonus shall be payable.
The amount of the Executive's salary, fringe benefits and bonus, if any,
established hereunder shall constitute his entire compensation for all services
performed by him on behalf of Garden State Newspapers, Inc. and its
subsidiaries (direct and indirect).
Effective June 30, 2001, this Agreement shall be automatically renewed
for additional periods of one year each; provided, however, that at least one
hundred and twenty (120) days prior to June 30, 2001 or the expiration of any
subsequent one-year term, either party may give notice to the other, as
provided for herein, terminating this Agreement as of June 30, 2001 or as of
the next annual expiration date."
B. Section 6 of the Agreement shall be amended and restated to read
as follows:
"6. Covenant Not To Compete.
The Executive agrees during the term of this Agreement and for a period
of five (5) years after any termination hereof, that he will not, within any
geographical areas in which newspapers owned by the Company or its subsidiaries
are now or may hereafter be circulated in material quantities, unless acting as
an officer or employee of the Company or its subsidiaries, or with the prior
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written consent of its Board of Directors, directly or indirectly, own, manage,
operate, join, control, or participate in, or be connected as an officer,
employee, partner, independent contractor or otherwise with, any business
enterprise which directly or indirectly materially competes with the Company as
the latter then conduct its business. The Executive acknowledges that the
remedy at law for any breach by him of this covenant will be inadequate and
that the Company shall be entitled to injunctive relief for same. The
Executive agrees that such covenant is made in his capacity as a shareholder
and director of the Company, and not as an employee."
C. The Company and the Executive hereby ratify, affirm and approve
the Agreement, with the amendment thereto set forth herein, and agree that the
Agreement as so amended shall continue in full force and effect.
GARDEN STATE NEWSPAPERS, INC.
THE COMPANY
By /s/ XXXXXX X. XXXXXXX
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Xxxxxx X. Xxxxxxx, XX,
Executive Vice President
and Chief Financial Officer
/s/ W. XXXX XXXXXXXXX
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XXXXXXX XXXX XXXXXXXXX,
The Executive
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