1
EXHIBIT 10.11
EMPLOYMENT AGREEMENT
Agreement made as of this 1st day of October, 1986, by and
between Xxxxxx Xxxxxxxx, Xx. (the "Executive") and The Pulitzer Publishing
Company, a Missouri corporation with offices at 000 Xxxxx Xxxxxx Xxxxxxxxx, Xx.
Xxxxx, Xxxxxxxx 00000 (the "Company").
WITNESSETH:
WHEREAS, the Company and the Executive executed an agreement
effective as of May 10, 1955 providing for the employment of the Executive by
the Company as editor and publisher of the St. Louis Post-Dispatch and as
president and chief executive officer of the Company upon the terms and
conditions therein stated;
WHEREAS, the Board of Directors of the Company believes that
the Company has substantially increased in value under the leadership of the
Executive and considers it vital to the interests of the Company to secure the
continued services of the Executive along with his special knowledge and
qualifications with respect to the business of the Company and its subsidiaries;
and
WHEREAS, the Board of Directors of the Company has approved
the terms and conditions of the employment of the Executive as set forth herein
and has authorized the execution and delivery of this Agreement.
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NOW, THEREFORE, in consideration of the mutual obligations
herein contained, the parties hereto, intending to be legally bound hereby,
covenant and agree as follows:
1. Employment. (a) During the period of his employment
hereunder, the Company and the Executive agree that the Executive shall be
jointly responsible with the President of the Company for the general executive
management of the affairs of the Company reporting directly to the Board of
Directors of the Company (the "Board of Directors"), and shall continue to
serve, subject to his election as such, as Chairman of the Board of Directors
and Chairman of the Executive Committee of the Board of Directors. The Executive
further agrees, subject to his election as such and without additional
compensation, to serve as a member of any other committee of the Board of
Directors and as an officer and/or director of any subsidiary or affiliate of
the Company.
(b) The Executive hereby agrees that he will, during the
term hereof, continue to devote his best talents and abilities to the duties of
employment hereby accepted by him.
(c) The Company shall use its best efforts to cause the
Executive to be a member of its Board of Directors during the term hereof, shall
include him in the management slate for election as director at every
stockholder's meeting at which his term as a director would otherwise expire and
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shall not amend its By-Laws or take other action to reduce the scope of the
Executive's authorities and responsibilities without his prior consent.
(d) Unless the Executive otherwise consents, the
headquarters for the performance of his services shall be in the St. Louis
metropolitan area, subject to such reasonable travel as the performance of his
duties hereunder may require.
2. Term. The term of this Agreement shall be one (1) year,
commencing on the date hereof, and shall be automatically renewed for
successive one (1) year terms unless (i) at least ninety (90) days prior to
the expiration of the initial or any subsequent renewal term hereof, either
party notifies the other of its intention not to renew this Agreement, or (ii)
the Executive's employment hereunder is terminated in accordance with the
provisions of Section 8 of this Agreement.
3. Effect on Other Agreements. The employment agreement
between the Company and the Executive made on May 10, 1955 (the "1955
Agreement") shall terminate on the date hereof and shall be superseded by this
Agreement. This Agreement shall not supersede (i) the retirement arrangement
which the Company and the Executive agreed upon in 1984, as set forth in
Exhibit A hereto, and (ii) the Executive's
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rights to compensation under the 1955 Agreement for the period ended September
30, 1986.
4. Compensation. As compensation to the Executive for his
performance of the services to be rendered hereunder and for his performance of
all the additional obligations of employment hereunder, the Company hereby
agrees to pay the Executive and the Executive agrees to accept the following
salary, incentive compensation and benefits:
(a) Base Salary. The Company shall pay or cause
to be paid to the Executive during the initial term of this Agreement a base
salary of not less than $470,000 per annum (prorated for 1986), payable in
monthly or more frequent installments in accordance with the Company's regular
payroll practices for senior executives. The Executive's base salary hereunder
during any subsequent renewal term hereof shall be mutually agreed upon by the
Executive and the Company prior to the expiration of the initial or any
subsequent renewal term hereof.
(b) Incentive Bonus Compensation. In addition to
his base salary, the Executive shall be entitled to participate (prorated for
1986) in The Pulitzer Publishing Company Annual Incentive Compensation Plan as
effective on January 1, 1986 and as it may be amended from time to time (the
"Incentive Compensation Plan"), under which plan the
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Company currently anticipates awarding executives participating in the plans a
targeted bonus of not more than seventy-five percent (75%) of base salary
depending on the achievement of certain targeted performance goals to be
established pursuant to the terms of the Incentive Compensation Plan.
(c) Welfare, Retirement and Fringe Benefits.
The Executive shall be entitled to participate on the same basis as other senior
executives of the Company in any Company sponsored hospitalization, medical
health and accident, life insurance, disability or similar plan or program now
existing or hereafter established for the benefit of senior executives of the
Company.
The Executive shall not be eligible to participate in (i) the
Xxxxxx Xxxxxxxx Pension Plan, (ii) The Pulitzer Retirement Savings Plan, (iii)
the Company's Supplemental Executive Benefit Pension Plan, (iv) the Company's
1986 Employee Stock Option Plan, and (v) the Company's Key Employees' Stock
Purchase Plan.
(d) Reimbursement. The Company shall pay or
reimburse the Executive for all reasonable expenses actually incurred or paid by
the Executive during the term of this Agreement in the performance of his
services hereunder upon presentation of expense statements or vouchers or such
other supporting information as the Company customarily requires of
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its senior executives. The Company further agrees to furnish the Executive with
a private office and a private secretary and such other assistance and
accommodations as shall be suitable to the character of the Executive's position
with the Company and adequate for the performance of his duties hereunder.
5. Disability. If, during the period of his employment
hereunder, the Executive shall become mentally or physically (as determined by
the Board of Directors, whose determination shall be conclusive) disabled so
that he is unable to perform the regular duties of his employment on a full-time
basis for a period of six consecutive calendar months, he (i) shall continue to
receive the same base salary which he was receiving prior to such disability,
offset by payments under the Company's Long-Term Disability Plan, until the
expiration of the initial or any subsequent renewal term hereof or until his
death, whichever is the shortest period, and (ii) shall be eligible to receive
bonus compensation under the 1986 Bonus Plan, but such amount shall be prorated
according to the number of months of his employment by the Company during the
relevant bonus plan year of his disability.
6. Death. In the event of the Executive's death during the
initial or any subsequent renewal term hereof, his estate (i) shall receive
from the Company a monthly amount
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equal to his monthly base salary as of the date of his death for a period of
three (3) months from the date of death, and (ii) shall be eligible to receive
bonus compensation under the 1986 Bonus Plan, but such amount shall be prorated
according to the number of months of his employment by the Company during the
relevant bonus plan year of his death.
7. Vacation, Holidays and Sick Leave. The Executive shall be
entitled to such vacation per year as is consistent with past practice and such
additional leave for holidays, illness or other reasons, without loss of pay,
for such times as are consistent with the Company's current policy with respect
to such leaves.
8. Early Termination by the Company. The Executive's
employment hereunder may be terminated by the Company prior to the expiration of
the term hereof in the event of (i) the Executive's death, (ii) the Executive's
disability in accordance with Section 5 hereof and upon thirty (30) days advance
written notice, or (iii) the Company's determination that there is cause for
such termination upon ten (10) days prior written notice to the Executive. For
purposes of this Agreement, the Company shall have cause to terminate the
Executive's employment only in the event of (a) the Executive's conviction
(which, through the lapse of time or otherwise, is not subject to appeal) of any
crime or offense involving money or other property of the
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Company or its subsidiaries, (b) the Executive's performance of any act, or
failure to act, for which if he were prosecuted and convicted, a crime or
offense set forth in clause (a) of this sentence would have occurred, or (c) the
Executive's willful and continuous failure (other than as a result of
disability) to perform the duties and obligations of his employment in
accordance with the terms of this Agreement. Notwithstanding the foregoing, the
Executive's employment hereunder shall not be deemed to have been terminated for
cause unless and until there shall have been delivered to him a copy of a
resolution duly adopted by the affirmative vote of not less than two- thirds
(2/3) of the Board of Directors of the Company at a meeting called and held for
the purpose of considering the termination of his employment (after reasonable
notice to him and an opportunity for him, together with his counsel, to be heard
before the Board), finding that in the good faith opinion of the Board, he was
guilty of conduct set forth in the second sentence of this section and
specifying the particulars thereof in detail.
9. Withholding. All amounts payable hereunder which are or
may become subject to income tax withholding under pertinent provisions of law
or regulation shall be reduced by the amount of any income and/or employment
taxes required to be withheld.
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10. Assignability. Neither this Agreement nor any rights or
obligations hereunder may be assigned by the Executive or the Company without
the other party's written consent; provided, however, that nothing in this
Section 10 shall preclude (i) the Executive from designating a beneficiary to
receive any benefit payable hereunder upon his death, or (ii) the executors,
administrators or other legal representatives of the Executive or his estate
from assigning any rights hereunder to the person or persons entitled thereunto.
11. Amendments; Waivers. This Agreement may be amended,
modified, superseded or cancelled, and the terms or covenants hereof may be
waived, only by a written instrument executed by both of the parties hereto, or
in the case of a waiver, by the party waiving compliance. The failure of either
party at any time or times to require performance of any provision hereof shall
in no manner affect the right at a later time to enforce the same. No waiver by
either party of the breach of any term or covenant contained in this Agreement,
whether by conduct or otherwise, in any one or more instances, shall be deemed
to be, or construed as, a further or continuing waiver of any such breach, or a
waiver of the breach of any other term or covenant contained in this Agreement.
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12. No Attachment. Except as required by law, no right to
receive payments under this Agreement shall be subject to
anticipation, commutation, alienation, sale, assignment,
encumbrance, charge, pledge, hypothecation, execution,
attachment, levy or similar process or by assignment by
operation of law and any attempt, voluntary or
involuntary, to effect any such action shall be null, void
and of no effect.
13. Notice. All notices, requests, demands and other
communications relating to this Agreement shall be in
writing and shall be personally delivered or mailed (by
registered or certified mail) to the address of the party
to whom intended as specified below or to such different
address as such party may have fixed by a notice sent in
accordance with this Section:
If to the Company, at:
The Pulitzer Publishing Company
000 Xxxxx Xxxxxx Xxxxxxxxx
Xx. Xxxxx, Xxxxxxxx 00000
Attention: Board of Directors
-with a copy to-
Xxxxxx & XxXxxxx
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx X. Xxxxxxx, Esq.
If to the Executive, to
him at his address on the
personnel records of Company.
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Any such notice shall be effective upon receipt, if personally delivered, or
one business day after mailing, if mailed.
14. Entire Agreement. This Agreement constitutes the entire
agreement of the parties relating to the subject matter hereof and there are no
provisions, conditions, representations or warranties, written or oral, made by
either party other than those set forth in this Agreement.
15. Governing Law. The validity, interpretation, performance
and enforcement of this Agreement shall be governed by the domestic laws of the
State of Missouri applicable to contracts negotiated, executed and to be
entirely performed within the State of Missouri, without giving effect to the
principles of conflicts of laws.
16. Severability. If, for any reason, any provision of this
Agreement is held invalid, such invalidity shall not affect any other provision
of this Agreement not held so invalid, and each such other provision shall to
the full extent consistent with law continue in full force and effect. If any
provisions of this Agreement shall be held invalid in part, such invalidity
shall in no way affect the rest of such provision not held so invalid, and the
rest of such provision, together with all other provisions of this Agreement,
shall to the full extent consistent with law continue in full force and effect.
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IN WITNESS WHEREOF, the parties have duly executed this
Agreement as of the day and year first above set forth.
THE PULITZER PUBLISHING COMPANY
By /s/ Xxxxxx X. Xxxxxxx
---------------------
Xxxxxx X. Xxxxxxx
Senior Vice President -
Finance
Attest:
/s/ Xxxxx X. Xxxxxxx /s/ Xxxxxx Xxxxxxxx, Xx.
-------------------- ------------------------
Xxxxx X. Xxxxxxx Xxxxxx Xxxxxxxx, Xx.
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XX. XXXXX XXXX-XXXXXXXX
XXXXXX XXXXXXXX, XX. August 1, 1984
Xx. Xxxxx X. Xxxxxxx
Xxxxxx & XxXxxxx
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Xx. Xxxxxxx:
Enclosed for your file is the original letter to Mr. Pulitzer from Xxxxx
Xxxxxxxxxxx regarding the Deferred Service Account. Also enclosed is the
original letter to Xxxxx Xxxxxxxxxxx from Mr. Pulitzer designating the
beneficiary.
Both Mr. Pulitzer and Xxxxx Xxxxxxxxxxx have machine copies of the enclosures
for their files.
Sincerely yours,
Xxxxx Xxxxxxx
Administrative Assistant
Encls.
Blind copy to GAC
" " " RHR
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ST. LOUIS POST-DISPATCH
XXXXXX XXXXXXXX, XX. [LETTERHEAD] July 31, 1984
Dear Xxxxx:
Pursuant to your letter of July 31, 1984, I hereby designate Xxxxx Xxxx
Pulitzer as beneficiary in the event of my death.
You have my acceptance on the original of your letter dated July 31, 1984.
Sincerely yours,
/s/ Xxxxxx Xxxxxxxx Xx.
Xx. Xxxxx X. Xxxxxxxxxxxx
The Pulitzer Publishing Company
000 Xxxxx Xxxxxx Xxxxxxxxx
Xx. Xxxxx, Xxxxxxxx 00000
15
EXHIBIT A
THE PULITZER PUBLISHING COMPANY
[XXXXX X. XXXXXXXXXXX LETTERHEAD]
JULY 31, 1984
Xx. Xxxxxx Xxxxxxxx, Xx.
The Pulitzer Publishing Company
000 Xxxxx Xxxxxx Xxxxxxxxx
Xx. Xxxxx, Xxxxxxxx 00000
Dear Mr. Pulitzer,
This will set forth the Company's (The Pulitzer Publishing Company)
understanding with respect to amounts which have been accrued in your deferred
account arising out of your employment agreement with the Company dated May 10,
1955 ("Agreement"). The deferred amount in your account as of January 1, 1984
was $1,179,144.33.
It is agreed as follows:
1. Deferred Service Account
The Company will maintain a Deferred Service Account in your name
consisting of the deferred amount set forth above as of January 1, 1984.
2. Commencement of Payments
Payment of the Deferred Service Account shall begin the month following the
cessation of your employment with the Company being, so long as your
survive, the later of (i) employment under Agreement, or (ii) employment
pursuant to any other arrangement including that as a full-time or
part-time consultant, but in any event upon your death. Monthly payments
shall be made for 120 months in the amount provided in paragraph 3. In the
event of your death prior to receiving the 120 payments, the remaining
payments shall be made to the beneficiary designated by you, or as
subsequently changed by notice filed with the Company. In the event of
your death prior to commencement of benefits, a death benefit shall be
payable to the beneficiary. The death benefit shall be 120 monthly
payments determined as if you had ceased your employment with the Company
on the first day of the month following death. In the event of the death
of a beneficiary who is receiving monthly payments, the balance of the
monthly payments shall be made to your estate.
3. Amount of Monthly Payments
Upon cessation of your employment with the Company the amount in your
Deferred Service Account shall be payable in 120 constant monthly
installments with interest at 9% per annum computed from the date of
cessation of your employment, the monthly payment being rounded to $15,000.
The Company shall not be under any obligation to you to set aside, in
advance, any funds or assets for the purpose of paying benefits hereunder.
The benefits under this agreement are unsecured promises to pay.
THE PULITZER PUBLISHING COMPANY
By /s/ XXXXX X. XXXXXXXXXXX
---------------------------------
Xxxxx X. Xxxxxxxxxxx, President
AGREED AND ACCEPTED
/s/ XXXXXX XXXXXXXX, XX.
------------------------
Xxxxxx Xxxxxxxx, Xx.
16
SCHEDULE B
Yearly
Monthly Interest
Payments Interest Principal Balance Payments
Year 1 $14,936.91 $8,843.59 $6,093.32 $1,173,051.61
14,936.91 8,797.89 6,139.02 1,166,912.59
14,936.91 8,751.84 6,185.07 1,160,727.52
14,936.91 8,705.46 6,231.45 1,154,496.07
14,936.91 8,658.72 6,278.19 1,148,217.88
14,936.91 8,611.63 6,325.28 1,141,892.60
14,936.91 8,564.19 6,372.72 1,135,519.88
14,936.91 8,516.40 6,420.51 1,129,099.37
14,936.91 8,468.25 6,468.66 1,122,630.71
14,936.91 8,419.73 6,517.18 1,116,113.53
14,936.91 8,370.85 6,566.06 1,109,547.47
---------- 14,936.91 8,321.61 6,615.30 1,102,932.17 $103,030.16
Year 2 14,936.91 8,271.99 6,664.92 1,096,267.25
14,936.91 8,222.01 6,714.90 1,089,552.35
14,936.91 8,171.64 6,765.27 1,082,787.08
14,936.91 8,120.90 6,816.01 1,075,971.07
14,936.91 8,069.79 6,867.12 1,069,103.95
14,936.91 8,018.28 6,918.63 1,062,185.32
14,936.91 7,966.39 6,970.52 1,055,214.80
14,936.91 7,914.11 7,022.80 1,048,192.00
14,936.91 7,861.44 7,075.47 1,041,116.53
14,936.91 7,808.37 7,128.54 1,033,987.99
14,936.91 7,754.91 7,182.00 1,026,805.99
---------- 14,936.91 7,701.05 7,235.86 1,019,570.13 95,880.88
Year 3 14,936.91 7,646.78 7,290.13 1,012,280.00
14,936.91 7,592.10 7,344.81 1,004,935.19
14,936.91 7,537.01 7,399.90 997,535.29
14,936.91 7,481.51 7,455.40 990,079.89
14,936.91 7,425.60 7,511.31 982,568.58
14,936.91 7,369.27 7,567.64 975,000.94
14,936.91 7,312.51 7,624.40 967,376.54
14,936.91 7,255.32 7,681.59 959,694.95
14,936.91 7,197.71 7,739.20 951,955.75
14,936.91 7,139.67 7,797.24 944,158.51
14,936.91 7,081.19 7,855.72 936,302.79
---------- 14,936.91 7,022.27 7,914.64 928,388.15 88,060.94
Year 4 14,936.91 6,962.91 7,974.00 920,414.15
14,936.91 6,903.11 8,033.80 912,380.35
14,936.91 6,842.85 8,094.06 904,286.29
14,936.91 6,782.15 8,154.76 896,131.53
14,936.91 6,720.99 8,215.92 887,915.61
14,936.91 6,659.37 8,277.54 879,638.07
14,936.91 6,597.28 8,339.63 871,298.44
14,936.91 6,534.74 8,402.17 862,896.27
14,936.91 6,471.72 8,465.19 854,431.08
14,936.91 6,408.23 8,528.68 845,902.40
14,936.91 6,344.27 8,592.64 837,309.76
---------- 14,936.91 6,279.82 8,657.09 828,652.67 79,507.44
Year 5 14,936.91 6,214.90 8,722.01 819,930.66
14,936.91 6,149.48 8,787.43 811,143.23
14,936.91 6,083.58 8,853.33 802,289.90
14,936.91 6,017.17 8,919.74 793,370.16
14,936.91 5,950.28 8,986.63 784,383.53
14,936.91 5,882.88 9,054.03 775,329.50
14,936.91 5,814.97 9,121.94 766,207.56
14,936.91 5,746.55 9,190.36 757,017.20
14,936.91 5,677.63 9,259.28 747,757.92
14,936.91 5,608.19 9,328.72 738,429.20
14,936.91 5,538.22 9,398.69 729,030.51
17
SCHEDULE B (continued)
Yearly
Monthly Interest
Payments Interest Principal Balance Payments
---------- 14,936.91 5,467.73 9,469.18 719,561.33 70,151.58
Year 6 14,936.91 5,396.71 9,540.20 710,021.13
14,936.91 5,325.16 9,611.75 700,409.38
14,936.91 5,253.07 9,683.84 690,725.54
14,936.91 5,180.44 9,756.47 680,969.07
14,936.91 5,107.27 9,829.64 671,139.43
14,936.91 5,033.54 9,903.37 661,236.06
14,936.91 4,959.27 9,977.64 651,258.42
14,936.91 4,884.44 10,052.47 641,205.95
14,936.91 4,809.05 10,127.86 631,078.09
14,936.91 4,733.08 10,203.83 620,874.26
14,936.91 4,656.56 10,280.35 610,593.91
---------- 14,936.91 4,579.45 10,357.46 600,236.45 59,918.04
Year 7 14,936.91 4,501.78 10,435.13 589,801.32
14,936.91 4,423.51 10,513.40 579,287.92
14,936.91 4,344.66 10,592.25 568,695.67
14,936.91 4,265.22 10,671.69 558,023.98
14,936.91 4,185.18 10,751.73 547,272.25
14,936.91 4,104.54 10,832.37 536,439.88
14,936.91 4,023.30 10,913.61 525,526.27
14,936.91 3,941.45 10,995.46 514,530.81
14,936.91 3,858.98 11,077.93 503,452.88
14,936.91 3,775.90 11,161.01 492,291.87
14,936.91 3,692.18 11,244.73 481,047.14
---------- 14,936.91 3,607.86 11,329.05 469,718.09 48,724.56
Year 8 14,936.91 3,522.89 11,414.02 458,304.07
14,936.91 3,437.28 11,499.63 446,804.44
14,936.91 3,351.03 11,585.88 435,218.56
14,936.91 3,264.14 11,672.77 423,545.79
14,936.91 3,176.59 11,760.32 411,785.47
14,936.91 3,088.39 11,848.52 399,936.95
14,936.91 2,999.53 11,937.38 387,999.57
14,936.91 2,910.00 12,026.91 375,972.66
14,936.91 2,819.79 12,117.12 363,855.54
14,936.91 2,728.92 12,207.99 351,647.55
14,936.91 2,637.36 12,299.55 339,348.00
---------- 14,936.91 2,545.11 12,391.80 326,956.20 36,481.03
Year 9 14,936.91 2,452.17 12,484.74 314,471.46
14,936.91 2,358.54 12,578.37 301,893.09
14,936.91 2,264.19 12,672.72 289,220.37
14,936.91 2,169.16 12,767.75 276,452.62
14,936.91 2,073.39 12,863.52 263,589.10
14,936.91 1,976.92 12,959.99 250,629.11
14,936.91 1,879.72 13,057.19 237,571.92
14,936.91 1,781.79 13,155.12 224,416.80
14,936.91 1,683.13 13,253.78 211,163.02
14,936.91 1,583.72 13,353.19 197,809.83
14,936.91 1,483.57 13,453.34 184,356.49
---------- 14,936.91 1,382.68 13,554.23 170,802.26 23,088.98
Year 10 14,936.91 1,281.01 13,655.90 157,146.36
14,936.91 1,178.60 13,758.31 143,388.05
14,936.91 1,075.41 13,861.50 129,526.55
14,936.91 971.45 13,965.46 115,561.09
14,936.91 866.71 14,070.20 101,490.89
14,936.91 761.18 14,175.73 87,315.16
14,936.91 654.87 14,282.04 73,033.12
14,936.91 547.75 14,389.16 58,643.96
14,936.91 439.83 14,497.08 44,146.88
14,936.91 331.10 14,605.81 29,541.07
14,936.91 221.56 14,715.35 14,825.72
---------- 14,936.91 111.19 14,825.72 0.00 8,440.66
-------------- -------------- -------------- -------------- --------------
$ 1,792,429.20 $ 613,284.27 $ 1,179,144.93 xxxxxxx $ 613,284.27
============== ============== ============== ============== ==============
