TERMINATION BENEFITS AGREEMENT
In consideration of Xxxxx X. Xxxx, III (the "Executive")
accepting employment effective January 1, 1996, as President and
Chief Executive Officer of Central Newspapers, Inc., an Indiana
corporation (the "Company"), the Company hereby agrees to pay to
the Executive the termination benefits specified in Section 1 below
if the Company terminates the employment of the Executive (or
restructures it in any way without his consent so that he is no
longer the chief executive officer) for any reason other than
"cause" (as defined in Section 2 below) or the Executive's death,
total disability or attainment of age 65. This Agreement
supersedes a Termination Benefits Agreement dated August 1, 1991,
between the Executive and Phoenix Newspapers, Inc.
Section 1. Termination Benefits. If the Executive is
entitled to termination benefits pursuant to this agreement:
(a) Within thirty (30) days after the termination, the
Company shall pay the Executive a lump sum equal to 200% of
his annual base salary on the date of termination, and
(b) On or before March 31 of the calendar year following
the termination, the Company shall pay the Executive an amount
equal to 200% of a pro-rata portion of the bonus he would have
received if he had been employed on the last day of the year
with the pro-rata portion based on the actual number of days
that he was employed by the Company during the year, and
(c) For a period of two years after the Termination
Date, the Company will provide continued medical insurance
coverage for the Executive and his dependents at substantially
the same benefit levels and costs (if any) to the Executive
that were being provided immediately prior to the date of
termination.
For purposes of calculating the termination benefits and insurance
costs and benefits described in this Section 1, any reduction in
salary, bonus goals or opportunities or medical insurance benefits
made by the Company within 90 days prior to the date of termination
shall be ignored.
Section 2. Definition of Cause. For purposes of the
Agreement, the Executive shall be considered to be terminated for
"cause" and shall not be entitled to any termination benefits if
the termination results from (a) an act of dishonesty by the
Executive intending to result directly or indirectly in personal
gain to the Executive at the Company's expense, (b) the intentional
and continuing refusal by the Executive to devote his Executive's
best full-time efforts to the affairs of the Company or (c) the
conviction of the Executive of a felony involving moral turpitude.
Section 3. Indemnification. The Company shall indemnify
the Executive against any judgment, settlement, penalty, fine or
reasonable expenses incurred with respect to any proceeding in
which the Executive is made a party because he is or was an officer
or director of the Company or any of its subsidiaries or affiliates
so long as (1) the Executive's conduct was in good faith, (2) the
Executive reasonably believed that his conduct was not opposed to
the best interests of the Company, and (3) in the case of a
criminal proceeding, the Executive had no reasonable cause to
believe that his conduct was unlawful. The termination of a
proceeding by a judgment, order, settlement, conviction or upon a
plea of nolo contendere or its equivalent is not, of itself,
determinative that the Executive did not meet the standard of
conduct described herein. If the Executive is wholly successful,
on the merits or otherwise, in such proceeding, then it shall be
conclusively presumed that the Executive did meet the standard of
conduct for indemnification. Otherwise, the determination shall be
made by the Board of Directors by a majority vote of a quorum
consisting of directors not parties to the proceeding or, if a
quorum cannot be obtained, then by special counsel selected by a
majority of the Board of Directors, without regard to whether those
directors are parties to the proceeding. The Company shall also
pay for or reimburse the reasonable expenses incurred by the
Executive in advance of a final disposition of any proceeding to
which he is made a party upon receipt of (a) a written affirmation
of the Executive's good faith belief that he has met the standard
of conduct described above, (b) a written undertaking by the
Executive to repay the advance if it is ultimately determined that
he did not meet the standard of conduct and (c) a determination is
made by the Board of Directors that the facts then known would not
preclude indemnification under this Section. All references in
this Section to the "Executive" shall include his heirs, estate,
executors, administrators and personal representatives.
Section 4. Miscellaneous. Nothing in the Agreement is
intended to create an employment agreement between the Company and
the Executive or limit the rights of the Company to terminate the
Executive's employment at any time. This Agreement shall not
affect any stock options, restricted stock, retirement plans or
other employee benefits the Executive is provided by the Company,
and his rights with respect to those benefits upon termination
shall be governed by the terms of those plans. This agreement is
personal to the Executive and is not assignable by the Executive.
This Agreement can not be amended or terminated except by a writing
signed by both the parties hereto. This Agreement shall be
governed by the laws of the State of Indiana.
EXECUTED and EFFECTIVE this 23rd day of February, 1996.
CENTRAL NEWSPAPERS, INC.
By: /s/ Xxxxx X. Xxxxxxx /s/ Xxxxx X. Xxxx III
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Xxxxx X. Xxxxxxx, Chairman of Xxxxx X. Xxxx III
the Board and Assistant Secretary
By: /s/ Xxxxxx X. XxxXxxxxxxxx
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Xxxxxx X. XxxXxxxxxxxx, Treasurer
and Chief Financial Officer
