EXHIBIT 10.54
XXXXX XXXXX & PARTNERS
PULITZER INC.
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Incentive Opportunities for XXXX XXXX
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This term sheet outlines certain incentive opportunities that will be offered to
you if the current strategic review process leads to a sale of the Company (a
"Transaction") that takes place before September 1, 2005.
A. TRANSACTION INCENTIVE OPPORTUNITY
To encourage you to continue with the Company and share in the value
realized by our stockholders, you will be eligible to receive the
following amounts UPON THE TRANSACTION CONSUMMATION IF YOU ARE THEN
STILL EMPLOYED BY THE COMPANY:
DEAL PARTICIPATION BONUS
$25,000 This Bonus is being offered to you in
recognition of your efforts up until the
date of the Transaction consummation.
BONUS IN LIEU OF 2004 STOCK OPTION GRANT
$51,000 This Bonus is being offered in lieu of a
2004 stock option grant.
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$76,000 TOTAL TRANSACTION INCENTIVE OPPORTUNITY
B. RETENTION INCENTIVE OPPORTUNITY
To encourage you to continue with the Company following the
transaction, you will be eligible to receive the following amount on
the date that is THREE MONTHS FOLLOWING THE TRANSACTION CONSUMMATION IF
YOU ARE THEN EMPLOYED BY THE COMPANY (OR ITS SUCCESSOR):
RETENTION BONUS
$159,533 You would also be entitled to the Retention
Bonus if your employment is terminated
during the period of three months following
the Transaction other than by the Company
for "Cause" or by you without "Good Reason"
(as those terms are defined in your
Executive Transition Agreement).
A Xxxxx Consulting Practice
XXXXX XXXXX & PARTNERS
PULITZER INC.
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Incentive Opportunities for XXXX XXXX
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C. STOCK OPTIONS
All of your unvested options to purchase common stock of Pulitzer Inc.
will vest immediately before consummation of the Transaction, assuming
your employment continues until that time. Your vested options are, of
course, currently exercisable, subject to compliance with federal
securities laws and Company policies.
D. EXECUTIVE TRANSITION PLAN
The above incentive opportunities will be in addition to any rights or
entitlements you have under your Executive Transition Agreement,
subject, however, to the golden parachute excise tax limitation (the
"280G Limit") described in Section 6 of your Executive Transition
Agreement. Your 280G Limit is determined with reference to your average
compensation from the Company for the five years preceding a change in
control transaction. If a Transaction occurs in 2005, your compensation
for 2004 will be taken into account in calculating the average. The
accelerated payment of your 2004 bonus (see the attached cover letter)
should increase your average to some extent. Nevertheless, because of
the complexity of the rules relating to the 280G Limit and the fact
that 2004 is nearly over, we suggest you consult with a professional
tax adviser regarding the potential application of this limitation in
your situation.
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A Xxxxx Consulting Practice
