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Employment Agreement

 

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Title:

Employment Agreement

Entities:

Gannett Co., Inc.; Journal Register Company; Knight-Ridder, Inc.; Lee Enterprises, Inc.; McClatchy Company; Medianews Group Inc; Bank of America, NA

Date:

2005

Size:

Preview shows 11KB of 57KB total

Price:

$47

ID:

#1579370

 

 

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                              EMPLOYMENT AGREEMENT


This AMENDED AND RESTATED EMPLOYMENT AGREEMENT, originally dated as of
March 15, 2000, and amended and restated on July 1, 2005 (the "Restatement
Date"), originally entered into between MediaNews Services, Inc., a Delaware
corporation, whose rights and obligations have been assigned to and assumed by
MediaNews Group, Inc. (the "Company"), a Delaware corporation, and William Dean
Singleton ("Executive"). Capitalized terms used herein but not defined herein
are used as defined in Section 13.

WITNESSETH:

WHEREAS, the Company wishes to employ and retain the services of
Executive, and Executive wishes to be employed by the Company.

NOW, THEREFORE, in consideration of the mutual covenants herein contained,
this Agreement is hereby amended and restated, to read in full, and the Company
and the Executive hereby agree, as follows:

1. Period of Employment.

Company shall employ the Executive to perform the services described
herein, with his principal office activities being situated in Denver, Colorado,
or such other location as Executive shall elect for the period commencing
January 1, 2000, and terminating December 31, 2009, unless earlier terminated as
provided herein or extended as provided in the next paragraph. Upon termination
of this Agreement, Executive's employment with the Company and its subsidiaries
shall terminate.

Effective January 1, 2010, this Agreement shall be automatically renewed
for additional periods of one year each unless either party shall have given
notice to the other at least one hundred twenty (120) days prior to December 31,
2009 or the expiration of any subsequent one-year term, electing not to renew
this Agreement, in which case this Agreement shall terminate on the next
succeeding December 31.

2. Compensation.

During the period of his employment, Executive shall:

(a) be paid a base salary, in equal monthly installments, on the
regular pay day established for executives of the Company, at the annual
rate of nine hundred eight-five Thousand nine hundred and fifty Dollars
($985,950.00), which salary shall be increased annually, commencing
January 1, 2006, at an annual rate of five percent (5%), or such higher
annual rate as the Board of Directors of the Company shall determine
appropriate; provided, that if the Company's Chief Executive Officer
determines that business conditions are such that all or a portion of the
foregoing increases should be delayed until such time as those conditions
improve, then the Chief Executive Officer may elect appropriately to delay
such increases;



2

(b) be reimbursed in a manner consistent with policies of the
Company established for executive personnel, for all reasonable expenses
of the Company and its subsidiaries incurred by the Executive in the
discharge of any duties hereunder;

(c) receive such fringe benefits including accident,
hospitalization, disability, medical and life insurance plans, as shall be
made generally available to the executive personnel or other employees of
the Company or as otherwise approved by the Company's Board of Directors;

(d) have an appropriate opportunity, commensurate with his executive
stature, to participate in all stock options, restricted stock or other
forms of equity ownership plans, and incentive plans which may be
established for executive personnel of the Company;

(e) be eligible to receive an annual bonus for each of the Company's
fiscal years (commencing with the fiscal year ended June 30, 2005)
commencing before the termination of this Agreement (pro rated for partial
years prior to termination hereof based on performance for the full fiscal
year) of up to $500,000 payable as soon as practicable after completion by
the Company's independent accountants of their audit of the Company for
the relevant fiscal year (but in no event later than the March 15
immediately following the end of the relevant fiscal year), based on a
comparison of operating profits to the budget of the Company approved by
the Company's Board of Directors for such fiscal year as follows (or in
such greater amounts as may be approved by the Company's Board of
Directors):

(i) If operating profits for such fiscal year are 100% or
more of budget, then the bonus amount payable shall be
$450,000, plus 5% of the excess of operating profits
over budget, up to a total of an additional $50,000
(i.e. a maximum bonus of $500,000);

(ii) If operating profits for such fiscal year are 95% or
more (but under 100%) of budget, then the bonus amount
payable shall be $350,000;

(iii) If operating profits for such fiscal year are 90% or
more (but under 95%) of budget, then the bonus amount
payable shall be $250,000;

(iv) If operating profits for such fiscal year are 85% or
more (but under 90%) of budget, then the bonus amount
payable shall be $150,000;

(v) If operating profits for such fiscal year are 80% or
more (but under 85%) of budget, or if no budget has been
adopted and approved for such fiscal year, then the
bonus amount payable shall be $100,000; and

(vi) If operating profits for such fiscal year are under 80%
of budget, then no bonus shall be payable;



3

(f) a one-time bonus of $100,000; and

(g) be reimbursed for the annual premium (up to a maximum premium of
$100,000 per year) on up to $40 million of term life insurance insuring
the life of Executive's wife (plus an additional amount such that the
total amount received pursuant to this clause (g) after payment of
federal, state and local taxes at the highest marginal rate taking into
account the deductibility for federal purposes of state and local purposes
equals the amount of such premium)

All payments made payable to the Executive under this Agreement shall be
subject to withholding for any applicable taxes, social security or other
governmental levies.

3. Duties.

The Executive shall serve as Vice Chairman and Chief Executive Officer of
the Company.

The Executive accepts the aforementioned responsibilities at the
compensation and upon the terms specified herein. During the term of this
Agreement, Executive shall devote his best efforts principally to the service of
the Company, its affiliates and their subsidiaries and the performance of the
duties specified above, it being understood that the preponderance of
Executive's time will be applied to furthering the interest of such entities.
Except at the request of the Company, Executive shall not engage in any other
business activity or outside activity which is materially inconsistent with or
an impediment to the carrying out of his duties hereunder, provided that, so
long as it does not materially interfere with the performance of his duties
hereunder, Executive may serve as a director, trustee or officer of, or
otherwise participate in, trade, professional, educational, welfare, social,
religious and civic organizations.

4. Vacation.

Executive shall be entitled to an annual paid vacation of five weeks, such
vacation to be taken at such times as he may select.

5. Death or Incapacity.

In the event of death of Executive during the term hereof, this Agreement
shall terminate.

If, on account of physical or mental disability, Executive shall fail or
be unable to perform the duties contemplated by this Agreement for a period of
180 consecutive days, the Company may, at any time thereafter upon 30 days'
notice to Executive, terminate this Agreement. In such event, this Agreement
shall terminate and come to an end on the date set forth in such notice as if
such date were the termination date of this Agreement.

In the case of termination of this Agreement pursuant to this Section 5,
except for the rights of Executive and his beneficiaries under the benefit plans
described in Sections 2(c) and 2(d) of this Agreement, the Company shall not be
subject to any further obligation to Executive (or his estate or legal
representatives) hereunder, except that Executive (or his estate or legal
representatives) shall be entitled to receive payment of unreimbursed expenses
pursuant to



4

Section 2(b) of this Agreement and the unpaid salary, vacation and bonus due for
service prior to termination of this Agreement, and in the case of the death of
Executive through and including the last day of the month in which Executive
died.

6. Covenant Not To Compete.

(a) Executive agrees that after any termination hereof (other than
termination (i) by Executive pursuant to paragraphs (a) or (b) of Section
7 hereof or (ii) by the Company in breach of this Agreement), he will not,
during the Restricted Period (as defined below), unless with the prior
written consent of the Board of Directors of the Company, engage in, or

 

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