EMPLOYMENT AND SHAREHOLDER'S AGREEMENT
AGREEMENT dated as of November 25, 1997, between and among XXXXXX
XXXXXXXX ("Xxxxxxxx"), residing at 00 Xxxxx Xxxx Xxxxxx, Xxx Xxxxx Xxxx, Xxxx
Xxxxxxx, Xxx Xxxx 00000 and NEWS COMMUNICATIONS, INC. ("NCI"), a Nevada
corporation having offices at 174-15 Xxxxxx Xxxxxxx Expressway, Xxxxx Xxxxxxx,
Xxx Xxxx, 00000, and Dan's Papers, Inc., A New York Corporation with offices at
0000 Xxxxxxx Xxxxxxx, Xxxxxxxxxxxxx, Xxx Xxxx, 00000.
WHEREAS, Rattiner and NCI (the Shareholders") did make an agreement
dated October 13, 1988 that a corporation, to be known as DP Acquisition Corp.
(the "Company"), shall be formed and shall be organized and capitalized, and its
business conducted, in accordance with the provisions of that agreement. The
name DP Acquisition Corp. was then changed to Dan's Papers Inc.
IT WAS AGREED:
1. Organization. The Shareholders would cause the company to be
organized under the laws of the State of New York with an authorized
capitalization of 200 common shares, without par value ("Shares"). The
certificate of incorporation and by-laws of the Company shall be in the forms of
Exhibit A and B hereto, respectively. Upon its organization, the Company shall
become a party to this Agreement.
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2. Capitalization
(a) Rattiner would be issued 10 Shares on the date the transactions
contemplated by the Asset Purchase Agreement referred to in paragraph 4 hereof
were closed, in consideration of his assignment to the Company of the editorial
content referred to in paragraph 21 hereof.
(b) NCI would subscribe for the purchase of 40 Shares for a total
purchase of $100,000, to be paid for and issued on or before the closing of the
Asset Purchase Agreement. NCI also agreed to make additional capital
contributions to the Company in such amounts as equal the payments required to
be made by the Company on and after the first anniversary of such closing,
pursuant to section 3.2 of the Asset Purchase Agreement.
(c) No further Shares would be issued without Rattiner's consent so
long as he remains a shareholder of the Company.
(d) NCI would loan the company at least $300,000, and such other
amounts as are properly determined by the Board of Directors to be needed, for
working capital purposes, provided that it would not be obligated to make such
loans at a rate of more than $100,000 per fiscal year. Any such loans would bear
interest at the actual borrowing rate paid by NCI to its institutional lenders.
If there was a default by the Company in making payments required under Section
3.2 of the Asset Purchase Agreement, all such working capital loans would be
forgiven and be deemed to be additional capital contributions to the Company.
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3. Directors. Each of the Shareholders would vote his Shares to the
end that the Board of Directors would consist of three members, two of whom
would be designated by NCI and one of whom would be Rattiner or his designee.
4. Acquisition of Assets. Within 10 days after its organization, the
Company would enter into the Asset Purchase Agreement with Dan's Papers, Ltd. in
the form annexed hereto as Exhibit C ("Asset Purchase Agreement"). If Dan's
Papers, Ltd., for any reason, failed to enter into and close the Asset Purchase
Agreement, this agreement would be terminated ab initio, and all Shares that
have been issued would be cancelled and the consideration therefor returned to
the Shareholders without deduction.
Now having agreed to the above in an earlier agreement on October
13, 1988, and having had a nine year successful relationship, these parties do
hereby extend the term thereof, update, modify, amend and supercede said
agreements as follows:
5. Business of Company. The business of the Company shall be to
continue to operate the Acquired Business (as defined in the Asset Purchase
Agreement) in substantially the same manner as it has heretofore been operated
by Dan's Papers, Ltd., provided that this shall not prohibit the Company from
enlarging the scope of its business along similar lines.
6. Special Covenant. So long as Rattiner is in the employ of the
Company, without consent of Rattiner, the Company will not:
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(a) change its corporate name other than to "Dan's Papers, Ltd."; or
(b) materially change the name, format or appearance of the
newspapers to be published by the Company as they exist on the date of the
closing of the transactions contemplated by the Asset Purchase agreement
("Existing Newspapers").
7. Employment of Rattiner
(a) Commencing on the date October 18, 1997, the company shall
employ Rattiner as Publisher and Editor, for a term of ten years, subject to
earlier termination as hereinafter set forth. In such capacities, Rattiner shall
have full editorial control of the news, editorial and feature content of the
front page and the immediately following three pages, free of advertising, of
the Existing Newspapers and of one column of any additional newspaper that may
be published by the Company. Notwithstanding the foregoing, the Existing
Newspapers shall be published, and shall have content, substantially similar to
the manner in which they have been published in the year preceding the date
hereof.
(b) During the term of his employment by the Company, Rattiner shall
devote his full time, attention and energies during business hours to the
performance of his duties hereunder and will not, during those hours without the
consent of the Company, be engaged in any other business activity.
8. Rattiner Compensation and Benefits.
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At the end of five years Rattiner may take an option to reduce his
workload at Dan's Papers and take proportionately less compensation. But this
reduction in workload would not be considered a violation of the agreement of
this contract or an abridgement of the rest of the covenants of this contract.
(a) As compensation for his services as Publisher and Editor of the
Company, the Company shall pay Rattiner a base salary of $10,000 greater than
his base salary for the fiscal year beginning December 1, 1997. During the
second through tenth years of his term of employment, an amount equal to the
base salary for the first fiscal year of this contract multiplied by the
percentage increase, if any, in the Consumer Price Index, Urban Wage Earners and
Clerical Workers, New York - Northern New Jersey Metropolitan Area
(1982-1984=100) ("CPI") between the CPI for July 1997 and the CPI for the July
immediately preceding the employment year in question. Such salary shall be paid
weekly in equal installments during each year of employment.
(b) In addition to the compensation set forth in paragraph 8 (a),
beginning with the fiscal year ended November 30, 1996, for each fiscal year
during the term of his employment the Company shall pay Rattiner a bonus equal
to 10% of the "Net Profits" (as hereinafter defined) of the Company for such
fiscal year. If Rattiner's employment by the Company is terminated for reasons
other than for "proper cause" (as hereinafter defined) or his voluntary
resignation or retirement other than as of the end of a fiscal year, the amount
of his bonus for the fiscal year in which his employment is terminated shall be
prorated in proportion to the number of full calendar months during which he was
employed in such fiscal year. All bonuses under this paragraph (b) shall be paid
to Rattiner within 60 days after the Company's independent accountants have
finally determined the Company's earnings for the fiscal year in question. Any
payment later than such date shall accrue interest at a rate of 1% per month.
For purposes of this paragraph
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(b), "Net Profits" shall mean the net income of the Company before income taxes,
as determined by the Company's accountants in accordance with generally accepted
accounting principles consistently applied except that (i) no amounts shall be
deducted for depreciation of property and equipment or interest expenses; or
amortization of good will or restrictive covenants or trade; (ii) income or
expense derived from nonrecurring or infrequent items shall not be taken into
account; (iii) no expense shall be charged for any prior year's bonus or present
year's bonus, services provided by any employee of NCI or any affiliate of NCI
other than the Company; (iv) the Company's allocable share of NCI's general,
administrative and other expenses, including fees of NCI's independent
accountants and counsel, shall be considered expenses, but not in excess of 2.0%
of the Company's gross revenues; and (v) payment of any bonus pursuant to this
paragraph and interest and imputed interest on such payments shall not be
considered expenses. The Company shall not incur any expenses which are solely
intended to reduce the amount of any bonus payable to Rattiner pursuant to this
paragraph (b) or otherwise adversely affect any of Rattiner's rights under this
Agreement and no other adjustments will be added or subtracted at any future
date during the life of the contract.
(c) During the terms of Rattiner's employment, the Company shall
provide to Rattiner:
(i) medical insurance benefits at least equal to those provided
to Rattiner by Dan's Papers, Ltd. on August 31, 1988;
(ii) a travel and entertainment allowance (not to exceed
$15,000 during any year of employment), payable upon submission of itemized
vouchers, this allowance to be increased or decreased annually as the CPI rate
rises or falls as defined in (8A).
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(iii) a new leased or purchased automobile every two years,
having a purchase price not in excess of $40,000. Operating and repair costs for
such automobile shall be paid by the Company; and the value of this automobile
to be increased or decreased annually as the CPI rate rises or falls as defined
in (8A).
(iv) The right to purchase from the Company trade sales
merchandise having a face value of up to $15,000. The purchase price shall be
70% of the face value and shall be taxable to Rattiner as a bonus. This right to
purchase shall be increased or decreased annually as the CPI rate rises or falls
as defined in (8A). All barter shall be subject to the approval of Xxxxxx Xxxx.
(v) A new leased portable computer every two years, having a
purchase price not in excess of $4000.
9. General Restriction Upon Rattiner Shares
Rattiner shall not, directly or indirectly, transfer or encumber any of his
Shares except to a trust for the benefit of his children or spouse or as
permitted by this agreement or with the consent of NCI.
10. Outside Offers.
(a) If Rattiner receives a bona fide written offer ("Outside Offer")
for all, but not less than all, of of the Shares owned by him ("Shares Offered
For Sale"), and wishes to accept the offer, he shall give notice of his desire
to transfer ("Transfer
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Notice") to the Company and to NCI. The Transfer Notice shall include a copy of
the Outside Offer. Thereafter, the Company and NCI shall have the option to
purchase the Shares Offered For Sale for the price and on the terms set forth in
paragraph 13 hereof. If the Company wants to exercise the option, it shall give
notice ("Counter Notice") to Rattiner within 30 days of the receipt of the
Transfer Notice. If the Company does not give Counter Notice within that period,
NCI shall have an additional period of 30 days in which to give Counter Notice
(such periods hereinafter collectively referred to as the "Option Notice
Period") to purchase the Shares Offered For Sale.
(b) If the Option Notice Period expires without the Company or NCI
giving Counter Notice, Rattiner shall be free, for a period of 90 days after the
expiration of the Option Notice Period, to transfer the Shares Offered For Sale
to the person or persons named in, and on the terms of, the Outside Offer. If
such a transfer is made, the Shares Offered For Sale shall continue to be
subject to the terms and conditions of this Agreement, except that the company
shall not be obligated to purchase the Shares Offered For Sale upon the death of
the new owner or to maintain insurance on the life of the new owner and the new
owner shall not be entitled to be employed by the Company or elected as an
officer or director. If no such transfer is made within the 90-day period, the
Shares Offered For Sale shall continue to be subject to the terms and conditions
of this Agreement.
11. Death or Permanent Disability of Rattiner.
(a) Upon the death or Permanent Disability (as hereinafter defined)
of Rattiner, the Company shall purchase, and Rattiner or his estate shall sell,
all of the Shares owned by Rattiner for the price and the terms set forth in
paragraph 13 hereof. If the Company is legally prohibited from purchasing any
portion of Rattiner's Shares by
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reason of the fact that its surplus is not sufficient to satisfy the
requirements of law, the Company and NCI shall take whatever lawful steps are
required or permitted to reduce the stated capital of the Company and thereby,
to the extent possible, to create legally available funds to enable the Company
to lawfully purchase the Shares, and the Company shall purchase as many of the
Shares as it may legally purchase and NCI shall purchase the balance.
(b) As used herein, the term "Permanent Disability" shall mean the
inability of Rattiner to render services to the Company pursuant to this
Agreement by reason of physical or mental incapacity or disability for a
continuous period of six consecutive months, and at the end of such six month
period there is no reasonable probability of Rattiner rendering services to the
Company pursuant to terms of this Agreement. The certification of such Permanent
Disability by a physician mutually selected by the Company and Rattiner as to
the existence of any such incapacity or disability shall be final and binding on
the parties. If the Company and Rattiner cannot agree upon such physician, a
physician shall be designated by the then acting president of the Suffolk County
Medical Society, and if for any reason said president shall fail or refuse to
designate any such physician, such physician shall, at the request of either
party, be designated by the American Arbitration Association.
12. NCI Option. NCI shall have the right, exercisable at any time on
or after the termination of Rattiner's employment pursuant to this Agreement, to
purchase Rattiner's Shares for the purchase price and on the terms set forth in
paragraph 13 hereof. NCI may exercise such option by delivering to Rattiner a
notice ("Exercise Notice") to the effect that it desires to exercise the option
granted it pursuant to this paragraph 12.
12A. Rattiner Option:
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(a) Rattiner shall have the right, exercisable at any time, to
require NCI to purchase Rattiner's Shares for the purchase price and on the
terms set forth in paragraph 13 hereof. Rattiner may exercise such option by
delivering to NCI a notice ("Put Notice") to the effect that he desires to
exercise the option granted him pursuant to this paragraph 12A (a).
13. Purchase Price' Payment
(a) The purchase price of any Shares purchased by the Company or NCI
pursuant to paragraph 10 of this Agreement shall be the lesser of (i) the price
specified in the Outside Offer, or (ii) 20% of retained earnings, if any, of the
Company plus the greater of (A) $200,000 or (B) 20% of the gross collected
revenues of the Company, after the deduction of commissions paid to advertising
agencies, for the fiscal year last preceding the fiscal year in which the
Transfer Notice was given, computed under the annual statement for that fiscal
year prepared by the accountants then regularly employed by the Company.
(b) The purchase price of any Shares purchased pursuant to paragraph
11 of this Agreement shall be 20% of retained earnings, if any, of the Company
plus the greater of (i) $200,000 or (ii) 20% of the gross collected revenues of
the Company, after deduction of commissions paid to advertising agencies, for
the fiscal year last preceding the fiscal year in which death or Permanent
Disability shall have occurred, computed under the annual statement for that
fiscal year prepared by the accountants then regularly employed by the Company.
page 10
(c) The purchase price of Shares purchased by NCI pursuant to
paragraph 12 or paragraph 12A (a) of this Agreement shall be 20% of retained
earnings, if any, of the Company plus the greater of (i) $200,000 or (ii) 20% of
the gross collected revenues of the Company, after deductions of commissions
paid to advertising agencies, for the fiscal year last preceding the fiscal year
in which the Exercise Notice or Put Notice is delivered by NCI or Rattiner, as
the case may be, computed under the annual statement for that fiscal year
prepared by the accountants then regularly employed by the Company.
(d) The purchase price for any Shares purchased by the Company or
NCI pursuant to this Agreement shall be paid as follows:
(i) If the purchase price is pursuant to the terms of an
Outside Offer, payment shall be made in accordance with the terms of the Outside
Offer.
(ii) If the purchase is otherwise than pursuant to the terms of
an Outside Offer, the first $400,000 of the purchase price shall be paid in cash
or by certified check at the Closing (as hereinafter defined) and the balance
shall be paid, with interest, at prime plus one percent in two equal
installments on the first and second anniversaries of the Closing. Until the
purchase price is paid in full the stock will remain in escrow with a mutually
agreed escrow agent to be held as collateral for the unpaid balance due.
14. Closing.
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(a) The closing for the sales of any of Rattiner's Shares under this
Agreement shall be held at the principal office of the Company on the 60th day
following the giving of a Counter Notice, Exercise Notice or Put Notice, or on
the 60th day following the qualification of Rattiner's personal representative,
as the case may be. If that day is a Saturday, Sunday or holiday, the closing
shall be heard on the first business day following that day.
(b) If a personal representative of Rattiner's estate does not
qualify within 90 days after death, either of the Company or NCI may apply to a
court of appropriate jurisdiction to have a special or temporary personal
representative appointed to consummate the sale of the Shares owned by Rattiner.
For the purpose of this paragraph, the Company and NCI shall be deemed to be
persons interested in Rattiner's estate.
15. Insurance. The company may, but shall not be obligated to,
obtain and maintain life and disability "buyback" insurance on Rattiner, naming
itself as beneficiary of the policies. Rattiner shall cooperate with the Company
and the insurers in connection with the issuance of such policies.
16. Purchase of Insurance Policies on Withdrawal of Rattiner. If
Rattiner, during his lifetime, transfers all of his Shares pursuant to the
provisions of this Agreement, the Company shall transfer to him all transferable
insurance policies and he shall pay the Company the then cash surrender value
(if any) of the policies.
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17. Termination of Rattiner Employment. Rattiner's employment
pursuant to paragraph 7 and compensation and other benefits pursuant to
paragraph 8 shall terminate upon the happening of any of the following:
(a) At any time after three years from the date hereof, upon
delivery by Rattiner to the Company of a notice stating that he voluntarily
resigns from the employ of the Company;
(b) The sale of his Shares other than pursuant to paragraph
12A;
(c) His death or Permanent Disability;
(d) Notice given to Rattiner by the Company that such
employment is terminated for proper cause. As used herein, "proper cause" shall
mean a determination by the Board of Directors that Rattiner has:
(i) (A) willfully and materially refused or failed to
carry out specific directions of the Board of Directors, which directions shall
be consistent with the provisions hereof including his status as Publisher and
Editor of the Company, or, (B) willfully refused or failed to perform a material
part of his duties hereunder;
(ii) Committed a material breach of the provisions of
this Agreement other than paragraph 7;
(iii) Acted fraudulently or dishonestly in his relations
with the Company;
page 13
(iv) Committed larceny, embezzlement, conversion or any
other act involving the misappropriation of Company funds in the course of his
employment; or
(v) Been convicted of any crime involving an act of
moral turpitude.
18. Confidentiality.
(a) During the term of his employment with NCI and it's affiliates
and thereafter, Rattiner shall keep secret and retain in the strictest
confidence all confidential matters of NCI and its affiliates, including,
without limitation, trade "know how," secrets, customer lists, subscription drop
lists, pricing policies, operational methods, technical processes, formulae,
inventions and research projects, and other business affairs of NCI and its
affiliates, learned by him heretofore or hereafter, and not to disclose them to
anyone outside NCI and its affiliates except (i) in the course of performing his
duties hereunder, (ii) with NCI and its affiliates' express written consent;
(iii) to the extent that any such information is in the public domain other than
as a result of Rattiner's breach of any of his obligations hereunder; or (iv)
where required to be disclosed by court order, subpoena or other government
process. In the event that Rattiner shall be required to make disclosure
pursuant to the provisions of clause (iv) of the preceding sentence, he
promptly, but in no event more than 48 hours after learning of such subpoena,
court order, or other government process, shall notify NCI and its affiliates
and, at NCI and its affiliates' expense, he shall: (A) take all reasonably
necessary steps requested by NCI and its affiliates to defend against the
enforcement of such subpoena, court order or other government process, shall
notify NCI and its affiliates and, at NCI and its affiliates expense, he shall:
(A) take all reasonably necessary steps
page 14
requested by NCI and its affiliates to defend against the enforcement of such
subpoena, court order or other government process, and (B) permit NCI and its
affiliates to intervene and participate with counsel of its choice in any
proceeding relating to the enforcement thereof.
(b) Upon termination of his employment by NCI and its affiliates, or
at any time NCI and its affiliates may so request, Rattiner shall promptly
deliver to NCI and its affiliates all memoranda, notes, records, reports,
manuals, drawings, blueprints and other documents (and all copies thereof)
relating to NCI and its affiliate's business and all property associated
therewith, which he may then possess or have under his control. Material written
by Rattiner and printed or published by NCI and its affiliates may be retained
by Rattiner.
19. Non-Competition.
(a) During the term of this Agreement and during any applicable
"Non-Competition Period" (as hereinafter defined), without the prior written
permission of NCI and its affiliates, Rattiner shall not, directly or
indirectly, except on behalf of NCI and its affiliates:
(i) Own, manage, operate or control, or participate in the
ownership, management, operation or control of, or be connected with or have any
interest in, as an employee, consultant, advisor, agent, owner, partner,
co-venturer, principal, director, stockholder, lender or otherwise, any
"Competitive Business" (as hereinafter defined):
page 15
(ii) Employ or retain, or cause any other person or entity to
employ or retain, any person who was employed or retained by NCI and its
affiliates at a salary of $15,000 or more per year at any time during the one
year period immediately prior thereto; or
(iii) Solicit, interfere with or endeavor to entice from NCI
and its affiliates any of its sources of supply, free lancers who have been
employed by the company within the last 12 months, customers or prospective
customers.
(b) Notwithstanding anything to the contrary contained herein,
nothing in this Agreement shall preclude Rattiner from investing his personal
assets in the securities of any corporation or other business entity which is
engaged in a Competitive Business if such securities are traded on a national
stock exchange or in the over-the-counter market and if such investment does not
result in his beneficially owning, at any time, more than 1% of the publicly
traded equity securities of such corporation or other business entity.
(c) The "Non-Competition Period" shall mean:
(i) in the event Rattiner voluntarily resigns and his
employment is terminated pursuant to paragraph 17(a), upon the termination of
his employment by the Company pursuant to paragraph 17(d)(i), or upon the sale
of Rattiner's Shares, at the option of the Company exercised by notice to
Rattiner, the 18 month period beginning on the date of such resignation,
terminated or sale; or
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(ii) in the event of the termination of Rattiner's employment
pursuant to paragraph 17 (d) (ii), (iii), (iv) or (v), the three year period
beginning on the date of such termination.
(d) It shall be a condition precedent to the Company's option to
elect a Non-Competition Period pursuant to paragraph 19(c) (i) that the Company
pay to Rattiner, within 60 days after his voluntary resignation, termination or
at the Closing upon the sale of his Shares, as the case may be, the sum of
$125,000. The Company shall notify Rattiner of its election of the
Non-Competition Period at the time it notifies Rattiner of its exercise of its
option that his employment is terminated pursuant to paragraph 17(d) (i) or
within 15 days after Rattiner has notified the Company of his voluntary
resignation or his intention to sell his Shares, as the case may be.
(e) "Competitive Business" shall mean any enterprise engaged in the
publication of newspapers based in the counties of Manhattan, Kings, Queens,
Nassau and Suffolk in the State of New York.
20. Remedies of the Company
(a) If Rattiner violates any covenant contained in paragraphs 18 or
19, the duration of any such covenant shall automatically be extended for a
period equal to the period during which Rattiner shall have been in violation of
such covenant.
(b) If Rattiner commits a breech, or threatens to commit a breach
of, or evidences an intention to breach, any provisions of paragraphs 18 or 19,
then:
page 17
(i) the Company shall be entitled to seek an injunction
restraining any such violation or to have the provisions of this Agreement
specifically enforced in any other manner by any court having equity
jurisdiction, without the necessity of showing any actual damage or that
monetary damages would not provide an adequate remedy, it being acknowledged and
agreed by Rattiner that any such breach, threatened breach or intention to
breach will cause irreparable injury to the Company and that monetary damages
will not provide an adequate remedy for same;
(ii) the Company shall be entitled to require Rattiner to
account for and pay over to the Company all compensation, profits, monies,
accruals, increments or other benefits (collectively "Benefits") derived or
received by Rattiner as the result of any such breach, threatened breach of
intention to breach and Rattiner hereby agrees to account for and pay over the
Benefits to the Company.
Each of the rights and remedies enumerated in this paragraph 20 shall be
independent of the other, and shall be severely enforceable, and such rights and
remedies shall be in addition to, and not in lieu of, any other rights and
remedies available to the Company under law or equity.
21. Assignment of Editorial Content.
The editorial rights, for the written media, of all the writings
written by Xxx Xxxxxxxx and published by Dan's Papers Inc. from the beginning of
his employment with that company until the termination of his employment with
that company shall belong to Dan's Papers, Inc., until his death, at which time
these rights revert to Xx. Xxxxxxxx'x estate. Dan's Papers assigns the
non-written media rights (TV, audio, etc.) to Xxx
xxxx 18
Rattiner. In addition, Dan's Papers Inc. extends to Xx. Xxxxxxxx the right,
after his retirement, to use his written material as long as it does not compete
with the existing publications of either Dan's Papers Inc. or NCI.
22. Arbitration. Any dispute hereunder, other than a dispute
involving the matters provided for in paragraphs 18, 19 and 20, which cannot be
resolved by the parties, shall be submitted (and any party may submit such
dispute) for arbitration in New York City in accordance with the commercial
arbitration rules of the American Arbitration Association then in effect. Such
arbitration shall be conducted by a single arbitrator, who shall be a practicing
attorney admitted to practice law in the State of New York, with at least 15
full years of experience in the private practice of corporate and commercial
law. Each party shall pay the fees and expenses of counsel used by it and
Rattiner, on the one hand, and NCI and the Company, on the other, shall each pay
500% of the fees and expenses of the arbitrator and other expenses of
arbitration. Judgment may be obtained on the decision of the arbitrator so
rendered in any court having jurisdiction and may be enforced in accordance with
the law of the State of New York.
23. Endorsement on Share Certificates. As long as this Agreement
remains in effect, each Share certificate shall bear the following statement:
"The Shares represented by this certificate are held subject
to the terms of an Agreement dated October 13, 1988, made by
all the Shareholders and the Company, a copy of which is on
file at the office of the Company. They may not be
transferred except in accordance with that Agreement."
page 19
24. Restriction on NCI Shares. NCI shall not sell any of the Shares
owned by it to a third party except in a transaction which provides for Rattiner
to elect to sell the Shares owned by him on the same terms and conditions.
25. Libel Insurance. If available at rates comparable to those paid
by other newspapers of similar size, the Company shall maintain libel insurance
consistent with its historic practice during all periods that Rattiner is
employed by the Company.
26. Books and Records. The Company's books and records, this
Agreement and all amendments thereto, and any notices or communications received
by the Company, shall be maintained at the office of the Company, and shall be
open to the inspection and examination of the Shareholders or their duly
authorized representatives during regular business hours at reasonable times.
27. New York Law to Govern. This Agreement shall be construed and
governed by the law of the State of New York. No waiver by any party of any
breach of this Agreement shall be construed as a waiver of any subsequent
breach.
28. Invalidity of Any Provision. If any provision of this Agreement
shall be held to be invalid or unenforceable, the invalidity or unenforceability
shall attach only to that provision and shall not render invalid or
unenforceable any other provisions of this Agreement.
29. Notices. All notices, consents, requests, demands and other
communications under this Agreement shall be in writing, and (a) shall be deemed
to have been duly given if personally delivered or if sent by certified or
registered mail, postage prepaid, addressed to each party at that party's
address as set forth on the first page, and
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(b) shall be considered given as of the day of hand delivery, or, if mailed, as
of the first day after the day of mailing. Any party may change that party's
address by notice similarly given to the other parties. Copies of all
communications sent to Rattiner shall be similarly delivered to Field & Field,
P.C., 0X Xxxxxxx Xxxx, Xxxxx Xxxx, Xxx Xxxx 00000 and copies of all
communications sent to NCI and the Company shall be similarly delivered to Xx.
Xxxxx Xxxxxxxxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
30. Headings. The paragraph headings are inserted only for
convenience and do not define, limit or describe the scope or intent of any
provision of this Agreement.
31. Successors and Assigns. This Agreement shall be binding upon,
and shall insure to the benefit of, the successor and assigns of the parties.
IN WITNESS WHEREOF, the parties have signed and delivered this
Agreement as of the date and year first above written.
/s/ Xxxxxx Xxxxxxxx
---------------------
XXXXXX XXXXXXXX
NEWS COMMUNICATIONS, INC.
By: /s/ Xxxxxx Xxxx
------------------
Title: Chief Executive Officer
page 21
DANS PAPERS, INC.
By: /s/ Xxxxxx Xxxxxxxx
-------------------------
Title: President
----------------------
Date: 12/11/97
-----------------------
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