AGREEMENT AND PLAN OF MERGER among GANNETT CO., INC., JUPITER MERGER SUB, INC. and JOURNAL MEDIA GROUP, INC. dated as of October 7, 2015Agreement and Plan of Merger • October 8th, 2015 • Journal Media Group, Inc. • Newspapers: publishing or publishing & printing • Wisconsin
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of October 7, 2015 by and among Gannett Co., Inc., a Delaware corporation (“Parent”), Jupiter Merger Sub, Inc., a Wisconsin corporation and wholly owned subsidiary of Parent (“Merger Sub”), and Journal Media Group, Inc., a Wisconsin corporation (“Company”). Capitalized terms used but not defined in the context in which they are used shall have the respective meanings assigned to such terms in Section 8.15.
January 12, 2015 Ms. Elizabeth F. Brenner 333 West State Street Milwaukee, WI 53203 Dear Betsy:Journal Media Group, Inc. • February 4th, 2015 • Newspapers: publishing or publishing & printing • Wisconsin
As you know, The E. W. Scripps Company (“Scripps”) and Journal Communications, Inc. (“Journal”) have agreed to merge their newspaper businesses into Journal Media Group, Inc. (“Journal Media Group”) pursuant to the terms of the Master Transaction Agreement, dated as of July 30, 2014 (the “Master Transaction Agreement”), by and among Scripps, Journal, Journal Media Group and certain other parties thereto (the “Merger”). In connection with the Merger, we wish to encourage you to join Journal Media Group, contingent upon the consummation of the Merger and subject to the terms and conditions of this letter agreement (this “Letter Agreement”).
CREDIT AGREEMENT Dated as of April 1, 2015 among JOURNAL MEDIA GROUP, INC. as Borrower, CERTAIN SUBSIDIARIES FROM TIME TO TIME PARTIES HERETO, as Guarantors, THE SEVERAL LENDERS FROM TIME TO TIME PARTIES HERETO, U.S. BANK NATIONAL ASSOCIATION, as...Credit Agreement • April 6th, 2015 • Journal Media Group, Inc. • Newspapers: publishing or publishing & printing • Wisconsin
THIS CREDIT AGREEMENT, dated as of April 1, 2015 (the “Credit Agreement”), is by and among JOURNAL MEDIA GROUP, INC. (“Borrower”), those Subsidiaries identified as a “Guarantor” on the signature pages hereto and such other Subsidiaries as may from time to time become a party hereto (each a “Guarantor” and collectively, the “Guarantors”), the several lenders identified as “Lenders” on the signature pages hereto and such other lenders as may from time to time become party hereto as a “Lender” (each a “Lender” and collectively, the “Lenders”), and U.S. BANK NATIONAL ASSOCIATION as the administrative agent for the Lenders (in such capacity, the “Agent”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • January 16th, 2015 • Journal Media Group, Inc. • Newspapers: publishing or publishing & printing • New York
THIS TRANSITION SERVICES AGREEMENT (this “Agreement”) is entered into this [__] day of [______], 201[__], by and between The E. W. Scripps Company, an Ohio corporation (“Scripps”), and Journal Media Group, Inc., a Wisconsin corporation (“Newco” and, together with Scripps, the “Parties”, and each, a “Party”).
Journal Media Group, Inc.Journal Media Group, Inc. • February 4th, 2015 • Newspapers: publishing or publishing & printing • Wisconsin
As you know, The E. W. Scripps Company (“Scripps”) and Journal Communications, Inc. (“Journal”) have agreed to merge their newspaper businesses into Journal Media Group, Inc. (“Journal Media Group”) pursuant to the terms of the Master Transaction Agreement, dated as of July 30, 2014 (the “Master Transaction Agreement”), by and among Scripps, Journal, Journal Media Group and certain other parties thereto (the “Merger”). In connection with the Merger, we wish to encourage you to join Journal Media Group, contingent upon the consummation of the Merger and subject to the terms and conditions of this letter agreement (this “Letter Agreement”).
JOURNAL MEDIA GROUP, INC. RESTRICTED SHARE UNIT AGREEMENTRestricted Share Unit Agreement • May 12th, 2015 • Journal Media Group, Inc. • Newspapers: publishing or publishing & printing • Wisconsin
Journal Media Group, Inc., a Wisconsin corporation (the “Company”), grants to the Grantee named below, in accordance with the terms of the Journal Media Group, Inc. Long-Term Incentive Plan (the “Plan”) and this Restricted Share Unit Agreement (this “Agreement”), the following number of Restricted Share Units, on the Date of Grant set forth below:
EMPLOYMENT AGREEMENTEmployment Agreement • January 16th, 2015 • Journal Media Group, Inc. • Newspapers: publishing or publishing & printing • Wisconsin
This EMPLOYMENT AGREEMENT (this “Agreement”) is effective as of the 5th day of January, 2015 (the “Effective Date”), between Journal Media Group, Inc. (the “Company”) and Timothy E. Stautberg (“Executive”). In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
