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EXHIBIT 10.2(8)
RETIREMENT AGREEMENT
This RETIREMENT AGREEMENT (the "Agreement") is entered into as of the
27th day of June, 2001, by and between Belo Corp., a Delaware corporation with
its principal executive offices at 000 Xxxxx Xxxxxx Xxxxxx, Xxxxxx, Xxxxx 00000
("Belo"), and XXXX XXXXXXX, an individual residing at 4030 Centenary, Xxxxxx,
Xxxxx 00000 ("Xxxxxxx").
WITNESSETH:
WHEREAS, Xxxxxxx has made significant contributions to Belo, including
its subsidiaries and affiliates (collectively, the "Companies"), for many years
and is presently serving as Belo's President/Publishing Division and Publisher
of The Dallas Morning News and in a variety of other capacities; and
WHEREAS, Xxxxxxx desires to retire and resign from full-time service to
the Companies; and
WHEREAS, Xxxxxxx'x 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:
Section 1. Scheduled Retirement. Unless Xxxxxxx earlier resigns or is
terminated for cause, Xxxxxxx shall resign and retire effective December 31,
2001 (the "Retirement Date") from all offices, directorships, committees and
other positions held by him with Belo and its subsidiaries and affiliates,
except that Xxxxxxx shall serve as (1) Chairman of The Belo Foundation at the
pleasure of the Foundation's board, (2) a director of Belo at the pleasure of
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Board of Directors, but no later than Belo's Annual Meeting in May 2002; (3)
a director of The Providence Journal Company at the pleasure of its Board of
Directors, but no later than May 2002; and (4) Publisher Emeritus of The Dallas
Morning News and as member-of-record of The Associated Press representing The
Dallas Morning News for so long as Xxxxxxx serves as Chairman-elect or Chairman
of The Associated Press.
Section 2. Events Upon Retirement. Xxxxxxx'x 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. Xxxxxxx shall receive additional
compensation in the amount of $ 371,082, payable by January
15, 2002.
(b) Stock Options. The table below sets forth all unexercised
options granted to Xxxxxxx under the terms of Belo's 1986 Long
Term Incentive Plan and 1995 Executive Compensation Plan. Upon
the Retirement Date under the terms of the Plans, all of
Xxxxxxx'x 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 $12.1875 67,220 0 67,220 12/15/03
12/14/94 $13.3438 67,980 0 67,980 12/14/04
12/13/95 $17.3750 98,000 0 98,000 12/13/05
12/18/96 $17.7500 99,200 0 99,200 12/18/06
12/18/96 $17.7500 0 200,000 200,000 12/18/06
12/19/97 $26.3750 110,000 0 110,000 12/19/07
12/16/98 $17.7500 84,000 36,000 120,000 12/16/08
12/16/99 $19.1250 80,000 120,000 200,000 12/16/09
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(d) G. B. Dealey Pension Plan. Xxxxxxx 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.
(e) Employee Savings Plan ("401(k) Plan"). Xxxxxxx 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) Supplemental Executive Retirement Plan (SERP). Within 30 days
of the execution of this Agreement, Xxxxxxx shall receive the
amount in his vested SERP account as of the Retirement Date,
which amount shall be $4,734,301.00.
(g) Medical/Dental Coverage. On the Retirement Date, Xxxxxxx (as
an employee) and his spouse cease to be covered under Belo's
medical and dental and other employee benefit plans. By
January 15, 2002, Xxxxxxx shall receive a separate lump sum
payment in the amount of $18,805.99 to assist in defraying the
expenses of Xxxxxxx and his spouse in obtaining continuing
medical coverage.
(h) Life Insurance. Xxxxxxx'x Company-sponsored life insurance
shall terminate as of the Retirement Date.
(i) Computer and Related Equipment. Xxxxxxx shall be entitled to
retain the computers, installed software, and related
electronic equipment previously provided him by Belo for use
in his capacity as chairman of The Belo Foundation and for
personal purposes thereafter.
(j) Accrued Vacation. By January 15, 2002, Xxxxxxx 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,
2002 through the last day of the calendar month during which Xxxxxxx ceases to
serve as Chairman-Elect or Chairman of The Associated Press (the "Retention
Period"), Xxxxxxx 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"). Xxxxxxx 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 Xxxxxxx shall not be required
to render such services during periods where he is unable to do so on account of
illness 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. Xxxxxxx 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. Xxxxxxx shall receive the following compensation
for his performance during the Retention Period: (1)
$78,791.66 per month from January 1, 2002 to December 31, 2002
and (2) beginning on May 1, 2002 coincident with his election
to Chairman of the Associated Press, $8,333 per month until
the end of the Retention Period.
(c) Nature of Relationship. It is understood and agreed that the
relationship of Xxxxxxx to Belo shall be that of an
independent contractor and not an employee.
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Xxxxxxx shall have no authority to bind Belo or any of its
subsidiaries or affiliates, except with respect to voting in
those organizations which Xxxxxxx serves at the direction of
Belo. Xxxxxxx agrees to advise the CEO of, and to follow the
instructions of the CEO with respect to voting on any issues
material to Belo that arise in such organizations.
(d) Expenses. Belo shall reimburse Xxxxxxx for those reasonable
expenses for travel and entertainment incurred by Xxxxxxx in
connection with the performance of his duties described in
this Section 3, but only to the extent an annual budget for
such expenses has been approved in advance by the CEO.
(e) Insurance and Benefits. Except as otherwise provided in this
Agreement, Belo shall not provide Xxxxxxx with, or pay or
reimburse Xxxxxxx for, any club dues, insurance, or any other
benefits that might otherwise have been available to him prior
to the Retirement Date.
Section 4. Confidentiality. Xxxxxxx 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. Xxxxxxx 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. Xxxxxxx 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. Xxxxxxx further acknowledges that he received
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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, Xxxxxxx
agrees that prior to the end of the Retention Period:
(a) Except as approved in writing in advance by the CEO, Xxxxxxx
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 business
which competes with a business of the Companies or their
affiliates and which persons or firms are 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. The businesses of
the Companies and their affiliates, as of the date of this
Agreement include newspaper publishing, television and radio
broadcasting, local, state and regional cable news services
and Internet sites that focus primarily on news, sports,
business, entertainment, weather, local classifieds,
directories of local businesses, services and events,
community issues or community group or community chatrooms in
the respective locations and geographic markets served
otherwise by the Companies. 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 Xxxxxxx
would actually be working. Nothing in this section shall be
deemed to prevent Xxxxxxx from owning directly or indirectly
any publicly-held securities or other passive investments in
any such competing entities. Xxxxxxx acknowledges that the
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covenants in Sections 4 and 5 will not unreasonably limit his
ability to earn a living.
(b) No Solicitation. Xxxxxxx 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. Xxxxxxx recognizes and acknowledges
that the Companies would suffer irreparable harm and substantial loss if Xxxxxxx
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, Xxxxxxx 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
Xxxxxxx from violating such terms and provisions of this 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 Xxxxxxx breaches any of the terms and
provisions contained in this Agreement, including Section 5, the Companies shall
have the right to cease
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making any further payments or providing any other benefits or consideration
pursuant to Sections 2 and 3.
Section 7. Publicity/Press Release. Belo and Xxxxxxx mutually agree
that each shall refrain from making any public statement that is materially
inconsistent with the press release issued by Belo on May 24, 2001 (the "Press
Release").
Section 8. Release.
(a) Xxxxxxx, 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 Xxxxxxx, irrevocably and
unconditionally release and forever discharge Xxxxxxx 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 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 Xxxxxxx'x employment with Belo,
as well as the separation of his employment from 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
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Claims arising through the date Xxxxxxx 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 Xxxxxxx under this Agreement,
or (ii) any Claims arising out of or related to fraud,
dishonesty, gross negligence or willful misconduct of Xxxxxxx
or the Companies. Xxxxxxx and the Companies also specifically
release the released parties from any 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 Xxxxxxx and his heirs,
agents, personal representatives, estate, successors and
assigns. On the Retirement Date,
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Xxxxxxx 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 Xxxxxxx 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 21 days during which Xxxxxxx may consider whether to
accept or reject the offer. As part of this Agreement, Xxxxxxx
is asked to specifically waive any and all rights and claims
arising under the ADEA. By his execution of this Agreement,
Xxxxxxx 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) Xxxxxxx or his attorney has made such investigation of
the facts pertaining to this Agreement (including the release)
as may be necessary; and (iii) Xxxxxxx 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 Xxxxxxx 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 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, Xxxxxxx 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.
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Section 9. Arbitration Agreement. The parties hereto do not intend any
provision of this Agreement to modify their existing Arbitration Agreement dated
April 29, 1995.
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. Xxxxxxx 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 Xxxxxxx. 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. Should Xxxxxxx die between the date of this agreement and
the termination of the Retention Period, all unpaid amounts under this agreement
shall remain payable to his estate, except for payments to be made under clause
(2) of Section 3(b).
Section 11. Taxes; Securities Laws. Xxxxxxx agrees that Belo is
obligated to deduct and withhold certain amounts payable by Belo to Xxxxxxx
pursuant to this Agreement for taxes and other amounts required by law on
account of the compensation and other benefits described in this Agreement.
Xxxxxxx 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.
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Section 12. Further Assurances. From time to time after the execution
of this Agreement, each of Belo and Xxxxxxx 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.
BELO CORP.
/s/ Xxxx Xxxxxxx By: /s/ Xxxxxx X. Xxxxxxx
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Xxxx Xxxxxxx Xxxxxx X. Xxxxxxx
Chairman of the Board, President and
Chief Executive Officer
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