Exhibit 10.51
[Letterhead of Xxxxxx X. Xxxxxxxxx]
December 9, 2004
Xx. Xxxx X. Xxxxxxxxx
00000 Xxxxxxxxx Xxxxx Xxxx
Xx. Xxxxx, XX 00000
Dear Xxxx:
The purpose of this letter is to confirm our agreement relating to
certain aspects of the termination of your employment with Pulitzer Inc. and its
affiliates (including their successors and assigns, collectively, the
"Company").
At your request, your employment with the Company and all officer and
director positions will terminate on January 3, 2005.
You will not use or disclose any confidential or proprietary
information of the Company (whether conceived or developed by you or others)
including, without limitation, financial information, trade secrets, techniques,
know-how, marketing and other business plans, data, strategies and forecasts,
and arrangements with customers, suppliers and others. In addition, prior to
October 1, 2005, you will not, directly or indirectly, whether as an owner,
partner, member, shareholder, consultant, agent, employee, co-venturer or
otherwise, or through any other "Person" (which, for this purpose, shall include
an individual, a corporation, a partnership, a limited liability company, an
association, a joint-stock company, a trust, any unincorporated organization, or
a government or political subdivision thereof), hire or attempt to hire any
employee of the Company, assist in such hiring by any other Person, or encourage
any such employee to terminate his relationship with the Company.
In consideration of the foregoing, you will be entitled to receive a
cash payment of $300,000 ("Cash Payment"), of which $200,000 will be paid to you
promptly after the termination of your employment with the Company, and the
balance will be paid to you on or as soon as practicable after October 1, 2005,
provided that you shall have honored your obligations under this agreement. This
Cash Payment shall be in addition to any other payments and benefits to which
you shall be entitled from the Company by reason of your employment with the
Company through January 3, 2005. In addition, subject to your honoring your
obligations under this agreement, the post-employment period during which you
may exercise your outstanding vested options (determined as of January 3, 2005)
to purchase Pulitzer Inc. common stock is extended to September 30, 2005. Your
non-vested options will expire and your non-vested restricted stock will be
forfeited upon the termination of your employment. Your vested options will
continue to be governed by the terms of your option agreements and the
applicable plans, as modified by this agreement. The amounts payable under this
agreement are subject to applicable tax withholding.
Please confirm your acceptance of the terms of this letter by returning
an executed copy to me.
Pulitzer Inc.
/s/ Xxxxxx X. Xxxxxxxxx
--------------------------------
By: Xxxxxx X. Xxxxxxxxx, CEO
Accepted And Agreed To
on the 10th day of December 2004
/s/ Xxxx X. Xxxxxxxxx
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Xxxx X. Xxxxxxxxx
