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EXHIBIT 10.32
CONSULTING AGREEMENT
AGREEMENT made as of this 1st day of May, 1996, by and between Xxxxx X.
Xxxxxxxxxxx, an individual who resides at 00000 Xxxxxxxxxx Xxxxx Xxxxx, Xx.
Xxxxx Xxxxxxxx 00000 (the "Executive"), and Pulitzer Publishing Company, a
Delaware corporation with offices at 000 Xxxxx Xxxxxx Xxxxxxxxx, Xx. Xxxxx,
Xxxxxxxx 00000 (the "Company").
WITNESSETH
WHEREAS, Executive and the Company are parties to a Consulting
Agreement dated May 1, 1993 (the "Consulting Agreement") which established the
terms and conditions of Executive's association with the Company for the period
ending April 30, 1996;
WHEREAS, the Executive and the Company desire that the Executive
continue to be retained as a consultant to the Company in order to assure the
Executive's continued services on behalf of the Company;
NOW, THEREFORE, in consideration of the mutual obligations herein
contained, the parties hereto, intending to be legally bound hereby, covenant
and agree as follows:
1. Duties. (a) The Company hereby agrees to employ the Executive as a
non-employee consultant, and the Executive hereby agrees to perform services
for the Company, for the period specified in Section 2 hereof and upon the
other terms and conditions herein provided.
(b) During the term of this Agreement, the Executive hereby agrees to
perform such duties and responsibilities as he may be assigned from time to
time by the Chairman of the Board of Directors and the President of the
Company. During the term hereof, the Executive also agrees to serve as an
emeritus member of the Board of Directors of the Company.
(c) The Company and Executive recognize and agree that Executive's
service to the Company as a consultant will be on a part-time basis.
2. Term. The period of the Executive's service as a consultant
hereunder shall commence as of the date hereof and shall continue for a one
year period ending April 30, 1997, subject to earlier termination in the event
Executive dies or by the Company in accordance with Section 6 hereof.
3. Compensation. (a) As compensation for the services to be rendered
by the Executive hereunder during the term of this agreement, the Company
hereby agrees to pay, or cause to be paid, to the Executive, and the Executive
hereby agrees to accept, compensation at the rate of $25,000 per annum, payable
in accordance with the practices of the Company.
(b) In addition to payments of compensation under Section 3(a) hereof,
the Executive shall continue to be entitled to receive supplemental monthly
compensation payments as provided in the deferred compensation agreement
between Executive and Company dated October 26, 1984, as previously amended.
Executive shall also be entitled to continue to receive the pension benefits to
which he is entitled under The Xxxxxx Xxxxxxxx Pension Plan in accordance with
the terms of such plan. The benefits to which Executive is entitled pursuant
to the Supplemental Executive Retirement Pay Agreement between Executive and
the Company dated June 5, 1984 (the "Supplemental Executive Retirement Pay
Agreement"), shall continue to be deferred until such date as mutually agreed
by the Executive and the Company.