EXHIBIT 10.2(8)
RETIREMENT AGREEMENT
This RETIREMENT AGREEMENT (the "Agreement") is entered into as of the
15th day of March, 2002, by and between Belo Corp., a Delaware corporation with
its principal executive offices at 000 Xxxxx Xxxxxx Xxxxxx, Xxxxxx, Xxxxx 00000
("Belo"), and XXXXXXX X. XxXXXXXX ("XxXxxxxx"), an individual residing at 0000
Xxxxxxxx Xxx., Xxxxxx, Xxxxx 00000.
WITNESSETH:
WHEREAS, XxXxxxxx has made significant contributions to Belo, including
its subsidiaries and affiliates (collectively, the "Companies"), for many years
and is presently serving as Belo's Senior Executive Vice President; and
WHEREAS, XxXxxxxx desires to retire and resign from full-time service
to the Companies; and
WHEREAS, XxXxxxxx'x intimate knowledge of the business and affairs of
the Companies is of material value to the Companies;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained:
Section 1. Scheduled Retirement. Unless XxXxxxxx earlier resigns or is
terminated for cause, XxXxxxxx resigns and retires effective October 1, 2002
(the "Retirement Date") from all offices, directorships, committees and other
positions held by him with Belo and its subsidiaries and affiliates.
Section 2. Events Upon Retirement. XxXxxxxx'x resignation and
retirement shall result in the receipt of additional compensation (to which he
would not otherwise be entitled) and the treatment of his benefits as follows:
(a) Additional Compensation. XxXxxxxx shall receive additional
compensation representing his salary from May 15 through
September 30, 2002 and a target bonus through September 30,
2002 in the amount of $367,654.00 payable by March 31, 2002.
Should Belo's 2002 financial performance exceed the target
level, XxXxxxxx shall receive an incremental amount reflecting
actual bonus achievement when bonus payments are customarily
made to Belo employees in 2003.
(b) Stock Options. The table below sets forth all unexercised
options granted to XxXxxxxx under the terms of Belo's 1986
Long Term Incentive Plan and 1995 Executive Compensation Plan
and 2000 Executive Compensation Plan. Upon the Retirement Date
under the terms of the Plans, all of XxXxxxxx'x unvested
options shall vest and shall remain exercisable throughout
their respective terms.
Number of
Date of Exercise Number of Unvested Date of
Xxxxx Xxxxx Vested Options Options Total Termination
-------- -------- -------------- ----------- ------- ------------
12/13/95 $17.3750 38,000 0 38,000 12/13/05
12/18/96 $17.7500 38,000 0 38,000 12/18/06
12/18/96 $17.7500 32,000 48,000 80,000 12/18/06
12/19/97 $26.3750 37,200 0 37,200 12/19/07
12/16/98 $17.7500 50,000 0 50,000 12/16/08
12/16/99 $19.1250 63,350 27,150 90,500 12/16/09
12/01/00 $17.3125 44,000 66,000 110,000 12/01/10
11/30/01 $17.8800 0 130,000 130,000 11/30/11
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(c) G. B. Dealey Pension Plan. XxXxxxxx shall participate in the
G. B. Dealey Retirement Pension Plan as an employee of Belo
through the Retirement Date, but not thereafter except as
provided under the terms of such Plan.
(d) Employee Savings Plan ("401(k) Plan"). XxXxxxxx shall
participate in the 401(k) Plan as an employee of Belo through
the Retirement Date, but not thereafter except as provided
under the terms of such Plan.
(e) Supplemental Executive Retirement Plan (SERP). Within 30 days
of the execution of this Agreement, XxXxxxxx shall receive the
amount of his vested SERP account as of the Retirement Date,
which amount shall be $1,059,928.00.
(f) Medical/Dental Coverage. On the Retirement Date, XxXxxxxx (as
an employee) and his spouse cease to be covered under Belo's
medical and dental and other employee benefit plans.
(g) Life Insurance. XxXxxxxx'x Company-sponsored life insurance
shall terminate as of the Retirement Date.
(h) Computer and Related Equipment. XxXxxxxx shall be entitled to
retain the computers, installed software, and related
electronic equipment previously provided him by Belo.
(i) Vacation. It is understood that, beginning in mid-May,
XxXxxxxx will take accumulated vacation and other time off to
facilitate the organizational transition occasioned by his
retirement. However, XxXxxxxx agrees to remain available
during this time as to perform such duties determined by
Belo's Chief Executive Officer (the "CEO").
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Section 3. Washington Representation. It is understood that following
his retirement from Belo, XxXxxxxx intends to relocate to Washington, D.C. and
become associated with a law firm in that city. For the period from October 1,
2002 through October 1, 2007 (the "Retention Period"), XxXxxxxx shall be
available to (1) provide legal representation with respect to the business and
affairs of Belo and its subsidiaries and affiliates and (2) act as an executive
coach for participants in Belo's Executive Development Initiative as may be
reasonably requested from time to time by the CEO. During the Retention Period,
the following provisions shall be applicable:
(a) Retention Fee. Until the earlier of (1) the time that XxXxxxxx
ceases to provide Washington legal representation to Belo or
(2) October 1, 2007, XxXxxxxx shall receive the following
retainer:
10-01-02 xx 00-00-00 $200,000
10-01-03 xx 00-00-00 $175,000
10-01-04 xx 00-00-00 $150,000
10-01-05 xx 00-00-00 $125,000
10-01-06 xx 00-00-00 $100,000
The retainer applicable to the period from October 1, 2002 to
September 30, 2003 shall be paid to XxXxxxxx within 30 days of
the execution of this agreement. Fees applicable to subsequent
periods shall be payable by October 1 of each year directly to
XxXxxxxx. In addition to the retainer fees described in this
paragraph, Belo shall also pay to the Washington law firm with
which XxXxxxxx is associated the customary hourly fee charged
to other clients for his legal services.
(b) Nature of Relationship. It is understood and agreed that the
relationship of XxXxxxxx to Belo shall be that of an
independent contractor and not an employee.
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Section 4. Confidentiality. XxXxxxxx agrees that he shall not, during
the term of this Agreement or at any time thereafter, use or disclose to any
third party other than as required by court order or law or as necessary for the
proper performance of his duties hereunder, any of the confidential dealings or
other confidential or proprietary information concerning the business, finances,
transactions or affairs of the Companies. XxXxxxxx hereby certifies that he has
returned or will promptly return all files, records or information of any sort
with respect to such confidential dealings or other confidential or proprietary
information of or concerning the Companies. XxXxxxxx acknowledges that, in his
employment with Belo, he acquired confidential and proprietary information of a
highly sensitive nature, and that the protection of this information is critical
to the Companies. XxXxxxxx further acknowledges that he received sophisticated
training and development in the media and communications business while employed
by Belo.
Section 5. Covenant Not to Compete. In consideration of the promises
and payments made or to be made by Belo pursuant to this Agreement, XxXxxxxx
agrees that prior to the end of the Retention Period:
(a) Except (1) in connection with legal services provided by
XxXxxxxx to clients of the firm with which he is associated or
(2) as approved in writing in advance by the CEO, XxXxxxxx
will not, as principal, partner, officer, director, agent,
employee or consultant or in any other capacity, engage in,
assist, or advise any person or firm engaged in any business
which competes with a business of the Companies or their
affiliates and which persons or firms are located within 100
miles of the principal offices of any newspaper, television
broadcasting station or cable news service operated by the
Companies as of the date of this Agreement.
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The businesses of the Companies and their affiliates, as of
the date of this Agreement include newspaper publishing,
television and radio broadcasting, local, state and regional
cable news services and Internet sites that focus primarily on
news, sports, business, entertainment, weather, local
classifieds, directories of local businesses, services and
events, community issues or community group or community
chatrooms in the respective locations and geographic markets
served otherwise by the Companies. For purposes of the
100-mile radius referred to above, the location of competing
persons or firms shall be deemed to be the location with which
XxXxxxxx would actually be working. Nothing in this section
shall be deemed to prevent XxXxxxxx from owning directly or
indirectly any publicly-held securities or other passive
investments in any such competing entities. XxXxxxxx
acknowledges that the covenants in Sections 4 and 5 will not
unreasonably limit his ability to earn a living.
(b) No Solicitation. XxXxxxxx shall not directly or indirectly for
his own account or for the benefit of any other party (i)
solicit, induce, or entice any employee or subcontractor of
the Companies to terminate his/her employment or contract with
the Companies, or (ii) solicit, induce, or entice any customer
of the Companies to establish a business relationship with
competitors within the geographic markets specified in Section
5(a).
Section 6. Non-Exclusive Remedies. XxXxxxxx recognizes and acknowledges
that the Companies would suffer irreparable harm and substantial loss if
XxXxxxxx violated any of the terms and provisions of Section 5. Accordingly and
because of the fact that the actual damages which might be sustained by the
Companies as a result of any breach of the foregoing Section 5
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would be difficult, if not impossible, to ascertain, XxXxxxxx agrees, at the
election of the Companies and in addition to, and not in lieu of, the Companies'
right to seek all other remedies and damages which the Companies may have at law
or in equity for such breach, that the Companies shall be entitled to injunctive
relief restraining XxXxxxxx from violating such terms and provisions of this
Agreement. It is the express intention of the parties to this Agreement to
comply with all laws which may be applicable to this Agreement. Should any
restriction contained in Section 5 be found to exceed in duration or scope the
restriction permitted by law, it is expressly agreed that this Agreement may be
reformed or modified by the final judgment of a court of competent jurisdiction
to reflect a lawful duration or scope.
Additionally, in the event that XxXxxxxx breaches any of the terms and
provisions contained in this Agreement, including Section 5, the Companies shall
have the right to cease making any further payments or providing any other
benefits or consideration pursuant to Sections 2 and 3.
Section 7. Release.
(a) XxXxxxxx, in consideration of the payments to be made by Belo
and the provision of the other benefits herein, hereby
irrevocably and unconditionally releases and forever
discharges the Companies and their past and present officers,
trustees, directors, agents, employees, representatives,
successors and assigns, and the Companies, in consideration of
the premises and promises made by XxXxxxxx, irrevocably and
unconditionally release and forever discharge XxXxxxxx and his
heirs, agents, personal representatives, estate, successors
and assigns from any and all suits, actions, charges, causes
of action, damages, debts, demands, claims or liabilities of
any kind, whatsoever, known or unknown (collectively referred
to
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herein as "Claims"), which a released party has or may have
against another released party, for any alleged acts,
practices or events occurring prior to the date of this
Agreement, or any alleged continuing effects of such acts,
practices or events, or any other factors or conditions
relating to or arising out of XxXxxxxx'x employment with Belo,
as well as the separation of his employment from Belo; Claims
arising under federal, state, or local laws prohibiting
employment discrimination such as, without limitation, Title
VII of the Civil Rights Act of 1964, the Age Discrimination in
Employment Act of 1967 ("ADEA") (for all Claims arising
through the date XxXxxxxx signs this Agreement), the Americans
with Disabilities Act, the Equal Pay Act, the
Texas Commission
on Human Rights Act, and the Family and Medical Leave Act;
Claims for breach of contract, excluding breach of this
Agreement by Belo, quasi-contract, or wrongful or constructive
discharge; Claims for personal injury, harm, or damages
(whether intentional or unintentional), including, but not
limited to, libel, slander, assault, battery, invasion of
privacy, negligent or intentional infliction of emotional
distress, or interference with business opportunity or with
contracts; Claims arising out of any legal restrictions on
Belo's right to terminate its employees; Claims arising under
the Employee Retirement Income Security Act; or Claims for
salary, vacation pay, sick pay, bonus, severance pay, future
pay, compensation of any kind, retirement, health insurance,
long-term disability, AD&D, life insurance, or any other
employee benefit; provided, however, that no release or
discharge is hereby made with respect to (i) the rights and
obligations of the Companies and XxXxxxxx under this
Agreement, or (ii) any Claims arising out of
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or related to fraud, dishonesty, gross negligence or willful
misconduct of XxXxxxxx or the Companies. XxXxxxxx and the
Companies also specifically release the released parties from
any claims for attorneys' fees, costs and expenses incurred in
connection with this Agreement or any matter herein released.
As used herein, the term "released party" or "released
parties" means the Companies and their past and present
officers, trustees, directors, agents, employees,
representatives, successors and assigns, jointly and
severally, and XxXxxxxx and his heirs, agents, personal
representatives, estate, successors and assigns. On the
Retirement Date, XxXxxxxx and the Companies shall each execute
and deliver to the other an updated release substantially in
the form attached hereto.
(b) In order to comply with the Older Workers' Benefit Protection
Act, it is necessary that Belo advise XxXxxxxx that he should
consult with an attorney prior to executing this Agreement and
that the offer evidenced by this Agreement be extended for a
period of 21 days during which XxXxxxxx may consider whether
to accept or reject the offer. As part of this Agreement,
XxXxxxxx is asked to specifically waive any and all rights and
claims arising under the ADEA. By his execution of this
Agreement, XxXxxxxx acknowledges that (i) he has carefully
read this Agreement, understands its terms and their legal
effect, and has had the opportunity to have it reviewed by an
attorney; (ii) XxXxxxxx or his attorney has made such
investigation of the facts pertaining to this Agreement
(including the release) as may be necessary; and (iii)
XxXxxxxx understands that he has the right within seven days
after his signing this Agreement to revoke his execution of
this
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Agreement to the extent that this Agreement waives or releases
all rights and claims under the ADEA. If XxXxxxxx so revokes
his execution of this Agreement, the Agreement shall
nevertheless remain in effect for all other purposes;
provided, however that the payments to be made under Section
2(a) shall be in the amount of $10,000 and no payments shall
be made under Section 3(a).
(c) Notwithstanding Sections 7(a) and (b) above, XxXxxxxx shall be
entitled to the same rights to and benefits of indemnification
and directors and officers insurance coverage to the extent
provided current directors and officers of the Companies, and
this Agreement shall not release or discharge any of such
rights or benefits.
Section 8. Arbitration Agreement. The parties hereto do not intend any
provision of this Agreement to modify their existing Arbitration Agreement dated
April 29, 1995.
Section 9. Miscellaneous. This Agreement represents the entire
understanding and agreement between the parties with respect to the subject
matter hereof and supersedes all prior agreements, written or oral, with respect
thereto. This Agreement shall be construed in accordance with and governed by
the laws of the State of
Texas applicable to agreements made and to be performed
entirely within such state. The provisions of this Agreement shall be binding
upon and inure to the benefit of the parties and their respective heirs,
executors, administrators, successors and permitted assigns. XxXxxxxx shall not
encumber or dispose of the right to receive any payment or benefit under this
Agreement, such rights hereunder being expressly agreed to be non-assignable and
non-transferable, and in the event of any attempted assignments or transfer, the
Companies shall have no further liability hereunder; provided that, the
foregoing prohibitions will not apply to any transfer resulting from the death
of XxXxxxxx.
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No waiver, alteration or modification of any of the provisions of this Agreement
shall be valid unless the same shall be in writing and signed by the parties
hereto. Should XxXxxxxx die between the date of this agreement and the
termination of the Retention Period, all unpaid amounts under this agreement
shall remain payable to his estate, except for payments to be made under clause
(a) of Section 3.
Section 10. Taxes; Securities Laws. XxXxxxxx agrees that Belo is
obligated to deduct and withhold certain amounts payable by Belo to XxXxxxxx
pursuant to this Agreement for taxes and other amounts required by law on
account of the compensation and other benefits described in this Agreement.
XxXxxxxx also agrees that he will comply with all provisions of the federal
securities laws, to the extent still applicable, in trading of Belo's securities
referenced herein.
Section 11. Further Assurances. From time to time after the execution
of this Agreement, each of Belo and XxXxxxxx will execute and deliver such other
documents and take such other actions as the other party to this Agreement
reasonably may request in order to effect the transactions contemplated hereby.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date set forth above.
BELO CORP.
/s/ Xxxxxxx X. XxXxxxxx By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------- --------------------------------------
Xxxxxxx X. XxXxxxxx Xxxxxx X. Xxxxxxx
Chairman of the Board, President and
Chief Executive Officer
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