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EXHIBIT 10.34
January 26, 1998
Xx. Xxxxx Xxxx Pulitzer
0000 Xxxxxxxx Xxxxx
Xx. Xxxxx, XX 00000
Dear Xxxxx:
This letter will confirm the mutual agreement between you and Pulitzer
Publishing Company (the "Company") regarding your provision of consulting
services to the Company:
1. From September 1, 1997 through December 31, 1997 (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
civic and other commitments. Such services generally will consist of providing
advice regarding the business operations of the Company and its subsidiaries,
particularly their newspaper operations, and general 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. The Consulting Period
will be extended automatically on a year-to-year basis unless a party furnishes
written notice to the other party of its intent to terminate this agreement not
later than December 1 of any 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 and the
Long-Range Planning 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, $131,200 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. Notwithstanding the
foregoing, for 1997 $43,733.33 will be paid on the execution of this agreement.
(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.
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(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.
6. Any notice described herein will be sent to the Company, if
applicable, at its office in St. Louis, Missouri, and to you, if applicable, at
your residence at 0000 Xxxxxxxx Xxxxx, Xx. Xxxxx, Xxxxxxxx 00000.
7. 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.
8. 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.
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/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
Chairman and Chief Executive Officer
/s/ Xxxxx Xxxx Pulitzer
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Xxxxx Xxxx Pulitzer
