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EXHIBIT 10.2(7)
RETIREMENT AGREEMENT
This RETIREMENT AGREEMENT (the "Agreement") is entered into as of the
3rd day of November, 2000, by and between A. H. Belo Corporation, a Delaware
corporation with its principal executive offices at 000 Xxxxx Xxxxxx Xxxxxx,
Xxxxxx, Xxxxx 00000 ("Belo"), and XXXX X. XXXX, XX., an individual residing at
0000 Xxxxxxx, Xxxxxx, Xxxxx 00000 ("WLH").
WITNESSETH:
WHEREAS, WLH has made significant contributions to Belo, including its
subsidiaries and affiliates (collectively, the "Companies"), for many years and
is presently serving as Belo's Vice Chairman of the Board and President of the
Broadcast Division and in a variety of other capacities; and
WHEREAS, WLH desires to retire and resign from full-time service to the
Companies; and
WHEREAS, WLH's intimate knowledge of the business and affairs of the
Companies is of material value to the Companies;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the parties do hereby agree as follows:
Section 1. Scheduled Retirement. Unless WLH earlier resigns or is
terminated for cause, WLH shall resign and retire effective December 31, 2000
(the "Retirement Date") from all offices, directorships, committees and other
positions held by him with Belo and its subsidiaries and affiliates, except that
WLH shall continue to serve as a trustee of The Belo Foundation at the pleasure
of the Foundation's board, but no later than December 31, 2003.
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Section 2. Events Upon Retirement. WLH's resignation and retirement
shall result in the receipt of additional compensation (to which he would not
otherwise be entitled) and the treatment of his benefits as follows:
(a) Additional Compensation. WLH shall receive additional
compensation in the amount of $1,016,126, payable in the
amount of $500,000 on or before the Retirement Date and
$516,126 within 15 days after the Retirement Date.
(b) Bonus. WLH shall be eligible for any 2000 year-end bonus from
Belo as determined and paid pursuant to Belo's Executive
Compensation Plan ("ECP").
(c) Stock Options. The table below sets forth all unexercised
options granted to WLH under the terms of Belo's 1986 Long
Term Incentive Plan and the 1995 Executive Compensation Plan.
Upon the Retirement Date under the terms of the Plans, all of
WLH's unvested options shall vest and shall remain exercisable
throughout their respective terms.
Number of
Date of Exercise Number of Unvested Date of
Xxxxx Xxxxx Vested options options Total Termination
-------- -------- -------------- ---------- ----- -----------
12/15/93 $12.19 72,400 0 72,400 12/15/03
12/14/94 $13.34 72,900 0 72,900 12/14/04
12/13/95 $17.38 118,000 0 118,000 12/13/05
12/18/96 $17.75 121,000 0 121,000 12/18/06
12/18/96 $17.75 0 200,000 200,000 12/18/06
12/19/97 $26.38 93,800 40,200 134,000 12/19/07
12/16/98 $17.75 56,000 84,000 140,000 12/16/08
12/16/99 $19.13 0 240,000 240,000 12/16/09
(d) G. B. Dealey Pension Plan. VLH shall participate in the
G. B. Dealey Retirement Pension Plan as an employee of Belo
through the Retirement Date, but not thereafter except as
provided under the terms of such Plan.
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(e) Employee Savings Plan ("401(k) Plan"). WLH shall participate
in the 401(k) Plan as an employee of Belo through the
Retirement Date, but not thereafter except as provided under
the terms of such Plan.
(f) Management Security Plan. WLH shall be entitled to those
benefits accrued to him by virtue of his participation in the
Management Security Plan through the Retirement Date.
(g) Supplemental Executive Retirement Plan (SERP). Within 15 days
after the Retirement Date, WLH shall receive the amount in
his vested SERP account as of such date, which amount shall
be a minimum of $2,839,883.
(h) Medical/Dental Coverage. On the Retirement Date, WLH (as an
employee) and his spouse cease to be covered under Belo's
medical and dental and other employee benefit plans. Within
15 days after the Retirement Date, WLH shall receive a
separate lump sum payment in the amount of $25,000 to assist
in defraying the expenses of WLH and his spouse in obtaining
continuing medical coverage through age 65.
(i) Life Insurance. WLH's Company-sponsored life insurance shall
terminate as of the Retirement Date.
(j) Computer and Related Equipment. WLH shall be entitled to
retain the computers, installed software, and related
electronic equipment previously provided him by Belo.
(k) Accrued Vacation. Within 15 days after the Retirement Date,
WLH shall receive a cash payment for his accrued but unused
vacation, if any.
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Section 3. Retention as a Consultant. For the period from January 1,
2001 through December 31, 2003 (the "Retention Period"), WLH shall be available
to consult and perform such duties with respect to the business and affairs of
Belo and its subsidiaries and affiliates on a part time basis as may be
reasonably requested from time to time by the Chief Executive Officer of Belo
(the "CEO"). WLH shall be given reasonable advance notice when his advice or
services are desired and shall devote such part of his time to performing such
services as shall be reasonably necessary to perform them effectively; provided,
however, that WLH shall not be required to render such services during periods
where he is unable to do so on account of illness, death or other incapacity or
other reasonable cause, which shall include vacation or other business matters.
During the Retention Period, the following provisions shall be applicable:
(a) Duties. WLH shall be required to devote such time to the
business and affairs of Belo during regular business hours as
may be reasonably necessary to perform the services being
requested of him, and shall perform all such services
conscientiously, faithfully and in the best interest of Belo.
(b) Compensation. Within 15 days after the Retirement Date, WLH
shall receive the sum of $2,734,881, constituting a
non-refundable payment in advance for his performance during
the Retention Period.
(c) Nature of Relationship. It is understood and agreed that the
relationship of WLH to Belo shall be that of an independent
contractor and not an employee. WLH shall have no authority to
bind Belo or any of its subsidiaries or affiliates.
(d) Expenses. Belo shall reimburse WLH for all reasonable
expenses incurred by WLH in connection with the performance
of his duties described in this Section 3, but only to the
extent approved in advance by the CEO.
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(e) Insurance, Benefits and Office Support. Except as otherwise
provided in this Agreement, Belo shall not provide WLH with,
or pay or reimburse WLH for, any office space, club dues,
insurance, secretarial support or any other benefits which
might otherwise have been available to him prior to the
Retirement Date.
Section 4. Confidentiality. WLH agrees that he shall not, during the
term of this Agreement or at any time thereafter, use or disclose to any third
party other than as required by court order or law or as necessary for the
proper performance of his duties hereunder, any of the confidential dealings or
other confidential or proprietary information concerning the business, finances,
transactions or affairs of the Companies. WLH hereby certifies that he has
returned or will promptly return all files, records or information of any sort
with respect to such confidential dealings or other confidential or proprietary
information of or concerning the Companies. WLH acknowledges that, in his
employment with Belo, he acquired confidential and proprietary information of a
highly sensitive nature, and that the protection of this information is critical
to the Companies. WLH further acknowledges that he received sophisticated
training and development in the media and communications business while employed
by Belo.
Section 5. Covenant Not to Compete. In consideration of the promises
and payments made or to be made by Belo pursuant to this Agreement, WLH agrees
that prior to December 31, 2003:
(a) Except as approved in writing in advance by the CEO, WLH will
not, as principal, partner, officer, director, agent, employee
or consultant or in any other capacity, engage in, assist, or
advise any person or firm engaged in any newspaper, television
or radio broadcasting, cable or other business which competes
with the Companies or their affiliates and which persons or
firms are
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located within 100 miles of the principal offices of any
newspaper, television broadcasting station or cable news
service operated by the Companies as of the date of this
Agreement. For purposes of the 100-mile radius referred to
above, the location of competing persons or firms shall be
deemed to be the location with which WLH would actually be
working. Nothing in this section shall be deemed to prevent
WLH from owning directly or indirectly any publicly-held
securities or other passive investments in any such competing
entities. WLH acknowledges that the covenants in Sections 4
and 5 will not unreasonably limit his ability to earn a
living.
(b) No Solicitation. WLH shall not directly or indirectly for his
own account or for the benefit of any other party (i) solicit,
induce, or entice any employee or subcontractor of the
Companies to terminate his/her employment or contract with the
Companies, or (ii) solicit, induce, or entice any customer of
the Companies to establish a business relationship with
competitors within the geographic markets specified in Section
5(a).
Section 6. Non-Exclusive Remedies. WLH recognizes and acknowledges that
the Companies would suffer irreparable harm and substantial loss if WLH violated
any of the terms and provisions of Section 5. Accordingly and because of the
fact that the actual damages which might be sustained by the Companies as a
result of any breach of the foregoing Section 5 would be difficult, if not
impossible, to ascertain, WLH agrees, at the election of the Companies and in
addition to, and not in lieu of, the Companies' right to seek all other remedies
and damages which the Companies may have at law or in equity for such breach,
that the Companies shall be entitled to injunctive relief restraining WLH from
violating such terms and provisions of this
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Agreement. It is the express intention of the parties to this Agreement to
comply with all laws which may be applicable to this Agreement. Should any
restriction contained in Section 5 be found to exceed in duration or scope the
restriction permitted by law, it is expressly agreed that this Agreement may be
reformed or modified by the final judgment of a court of competent jurisdiction
to reflect a lawful duration or scope.
Additionally, in the event that WLH breaches any of the terms and
provisions contained in this Agreement, including Section 5, the Companies shall
have the right to cease making any further payments or providing any other
benefits or consideration pursuant to Sections 2 and 3.
Section 7. Publicity/Press Release. Belo and WLH mutually agree that
each shall refrain from making any public statement that is materially
inconsistent with the press release issued by Belo on July 10, 2000 (the "Press
Release").
Section 8. Release.
(a) WLH, in consideration of the payments to be made by Belo and the
provision of the other benefits herein, hereby irrevocably and
unconditionally releases and forever discharges the Companies and
their past and present officers, trustees, directors, agents,
employees, representatives, successors and assigns, and the
Companies, in consideration of the premises and promises made by
WLH, irrevocably and unconditionally release and forever
discharge WLH and his heirs, agents, personal representatives,
estate, successors and assigns from any and all suits, actions,
charges, causes of action, damages, debts, demands, claims or
liabilities of any kind, whatsoever, known or unknown
(collectively referred to herein as "Claims"), which a released
party has or may have against another released party, for any
alleged acts, practices or events occurring prior to the date
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of this Agreement, or any alleged continuing effects of such
acts, practices or events, or any other factors or conditions
relating to or arising out of WLH's employment with Belo, as well
as the separation of his employment with Belo; Claims arising
under federal, state, or local laws prohibiting employment
discrimination such as, without limitation, Title VII of the
Civil Rights Act of 1964, the Age Discrimination in Employment
Act of 1967 ("ADEA") (for all Claims arising through the date WLH
signs this Agreement), the Americans with Disabilities Act, the
Equal Pay Act, the Texas Commission on Human Rights Act, and the
Family and Medical Leave Act; Claims for breach of contract,
excluding breach of this Agreement by Belo, quasi-contract, or
wrongful or constructive discharge; Claims for personal injury,
harm, or damages (whether intentional or unintentional),
including, but not limited to, libel, slander, assault, battery,
invasion of privacy, negligent or intentional infliction of
emotional distress, or interference with business opportunity or
with contracts; Claims arising out of any legal restrictions on
Belo's right to terminate its employees; Claims arising under the
Employee Retirement Income Security Act; or Claims for salary,
vacation pay, sick pay, bonus, severance pay, future pay,
compensation of any kind, retirement, health insurance, long-term
disability, AD&D, life insurance, or any other employee benefit;
provided, however, that no release or discharge is hereby made
with respect to (i) the rights and obligations of the Companies
and WLH under this Agreement, or (ii) any Claims arising out of
or related to fraud, dishonesty, gross negligence or willful
misconduct of WLH or the Companies. WLH and the Companies also
specifically release the released parties from any
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claims for attorneys' fees, costs and expenses incurred in connection
with this Agreement or any matter herein released. As used herein, the
term "released party" or "released parties" means the Companies and
their past and present officers, trustees, directors, agents,
employees, representatives, successors and assigns, jointly and
severally, and WLH and his heirs, agents, personal representatives,
estate, successors and assigns. On the Retirement Date, WLH and the
Companies shall each execute and deliver to the other an updated
release substantially in the form attached hereto.
(b) In order to comply with the Older Workers' Benefit Protection Act, it
is necessary that Belo advise WLH that he should consult with an
attorney prior to executing this Agreement and that the offer
evidenced by this Agreement be extended for a period of 2l days during
which WLH may consider whether to accept or reject the offer. As part
of this Agreement, WLH is asked to specifically waive any and all
rights and claims arising under the ADEA. By his execution of this
Agreement, WLH acknowledges that (i) he has carefully read this
Agreement, understands its terms and their legal effect, and has had
the opportunity to have it reviewed by an attorney; (ii) WLH or his
attorney has made such investigation of the facts pertaining to this
Agreement (including the release) as may be necessary; and (iii) WLH
understands that he has the right within seven days after his signing
this Agreement to revoke his execution of this Agreement to the extent
that this Agreement waives or releases all rights and claims under the
ADEA. If WLH so revokes his execution of this Agreement, the Agreement
shall nevertheless remain in effect for all other purposes; provided,
however that the payments to be made
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under Section 2(a) shall be in the amount of $10,000 and no payments
shall be made under Section 3(b).
(c) Notwithstanding Sections 8(a) and (b) above, WLH shall be entitled to
the same rights to and benefits of indemnification and directors and
officers insurance coverage to the extent provided current directors
and officers of the Companies, and this Agreement shall not release or
discharge any of such rights or benefits.
Section 9. Arbitration Agreement. The parties hereto do not intend any
provision of this Agreement to modify their existing Arbitration Agreement dated
April 22, 1994.
Section 10. Miscellaneous. This Agreement represents the entire
understanding and agreement between the parties with respect to the subject
matter hereof and supersedes all prior agreements, written or oral, with respect
thereto. This Agreement shall be construed in accordance with and governed by
the laws of the State of Texas applicable to agreements made and to be performed
entirely within such state. The provisions of this Agreement shall be binding
upon and inure to the benefit of the parties and their respective heirs,
executors, administrators, successors and permitted assigns. WLH shall not
encumber or dispose of the right to receive any payment or benefit under this
Agreement, such rights hereunder being expressly agreed to be non-assignable and
non-transferable, and in the event of any attempted assignments or transfer, the
Companies shall have no further liability hereunder; provided that, the
foregoing prohibitions will not apply to any transfer resulting from the death
of WLH. No waiver, alteration or modification of any of the provisions of this
Agreement shall be valid unless the same shall be in writing and signed by the
parties hereto.
Section 11. Taxes; Securities Laws. WLH agrees that Belo is obligated
to deduct and withhold certain amounts payable by Belo to WLH pursuant to this
Agreement for taxes and
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other amounts required by law on account of the compensation and other benefits
described in this Agreement. WLH also agrees that he will comply with all
provisions of the federal securities laws, to the extent still applicable, in
trading of Belo's securities referenced herein.
Section 12. Further Assurances. From time to time after the execution
of this Agreement, each of Belo and WLH will execute and deliver such other
documents and take such other actions as the other party to this Agreement
reasonably may request in order to effect the transactions contemplated hereby.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date set forth above.
A. H. BELO CORPORATION
/s/ XXXX X. XXXX, XX. By: /s/ XXXXXX X. XXXXXXX
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XXXX X. XXXX, XX. Xxxxxx X. Xxxxxxx
Chairman of the Board, President
and Chief Executive Officer
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