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EXHIBIT 10.25
PULITZER INC.
000 Xxxxx Xxxxxx Xxxxxxxxx
Xx. Xxxxx, Xxxxxxxx 00000
March 18, 1999
Xx. Xxxxx X. Xxxxx
0 Xxxx Xxxx
Xxx, Xxx Xxxx 00000
Dear Xxxxx:
This letter will confirm the mutual agreement between you and Pulitzer Inc.
(the "Company") regarding your provision of consulting services to the Company:
1. From the date hereof through December 31, 1999 (the "Consulting
Period"), you agree to provide consulting and advisory services to the Company
and its subsidiaries as requested by the Chairman of the Board of Directors;
provided, however, that any such request will not interfere with your normal
business activities. Such services generally will consist of providing
managerial advice regarding the business operations of the Company and its
subsidiaries and general business advice regarding long-term strategic planning,
and may be rendered at the Company's office in St. Louis, Missouri, or at any
other mutually agreeable location. Beginning January 1, 2000, and each January 1
thereafter, the Consulting Period will be automatically extended for a period of
one calendar year unless a party furnishes written notice to the other party of
its intent to terminate this agreement not later than 30 days prior to the start
of the next succeeding calendar year.
2. During the Consulting Period, the Company's management will use its
best efforts to cause you to be a member of the Board of Directors, the
Long-Range Planning Committee, the Executive Committee and the Compensation
Committee, and will include you on the management slate for election as a
director at every stockholder's meeting at which your term as a director would
otherwise expire. For such service, you will receive the fees, including
reimbursement for expenses, payable to an outside director of the Company or to
members of any such committee, as applicable.
3. In consideration of your services as a consultant as described under
paragraph 1, the Company will pay compensation to you as described below:
(a) The Company will pay you, on a monthly basis, $147,000 per
calendar year. Payments will be made within ten days after the last business day
of the month during which such consulting services are performed.
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Mr. Xxxxx Xxxxx
March 18, 1999
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(b) Upon the presentation of receipts and other proper
documentation, the Company will reimburse you, as soon as practicable, for all
ordinary and necessary business expenses incurred by you while providing
consulting services to the Company.
(c) The Company will make available suitable office space and
secretarial services at its St. Louis office as you may reasonably require from
time to time in order to provide consulting services.
4. Notwithstanding Paragraph 1, the Consulting Period and the mutual
obligations between you and the Company as described herein will terminate upon
your death or disability. For this purpose, "disability" means a mental or
physical condition as determined by the Board of Directors of the Company which
prevents you from providing the consulting services described under paragraph 1
for six consecutive calendar months.
5. During the Consulting Period, you will not be precluded from accepting
employment with an employer unrelated to the Company and its subsidiaries or
from engaging in any business or other consulting arrangements; provided,
however, such other employment, business or arrangement must not be competitive
with any business of the Company and its subsidiaries. For this purpose,
employment with American City Business Journals shall not violate this
agreement.
6. During the Consulting Period, you will be entitled to medical benefits
in accordance with the prior arrangements between you and Pulitzer Publishing
Company.
7. Any notice described herein will be sent to the Company, if
applicable, at its office in St. Louis, Missouri, and to you, if applicable, c/o
the Company at its office in St. Louis, Missouri.
8. The mutual obligations described herein will be binding on and inure
to the benefit of the Company and any successor-in-interest to the Company and
be binding on and inure to the benefit of, and be enforceable by, you and your
personal or legal representative and heirs.
9. The mutual obligations described herein may not be modified, except by
a written instrument signed by you and the Company, and will be construed in
accordance with the laws of the State of Missouri.
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Mr. Xxxxx Xxxxx
March 18, 1999
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If the foregoing provisions correctly describe the agreement between you
and the Company regarding your performance of consulting services for the
Company, please sign and return the enclosed copy of this letter.
Sincerely,
/s/ Xxxxxx X. Xxxxxxxxx
Xxxxxx X. Xxxxxxxxx
President and Chief Executive Officer
/s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
