CONSULTING AGREEMENT
THIS
CONSULTING AGREEMENT (“Agreement”) is entered into on
this 12th day of December, 2008, to be effective as of the 1st day
of January, 2009, by and between Journal Communications, Inc. (the
“Company”) and Paul M. Bonaiuto
(“Consultant”).
W I T N E S
S E T H :
WHEREAS, the Company is a diversified media company with
operations in publishing, radio and television broadcasting, and
printing services; and
WHEREAS , Consultant formerly served as the Company’s
Chief Financial Officer and thereafter will have served in a
transition role until his retirement from the Company on December
31, 2008; and
WHEREAS , Consultant has particular expertise in connection
with the printing businesses in which the Company is engaged as
well as other aspects of the Company’s media businesses;
and
WHEREAS , the Company desires to retain certain consulting
services of Consultant, and Consultant desires to provide such
consulting services to the Company, in accordance with the terms
and conditions of this Agreement;
NOW THEREFORE, for and in consideration of the premises, the
mutual covenants and agreements contained herein, and for other
good and valuable consideration, the receipt, sufficiency and
adequacy of which are hereby acknowledged, the parties hereby agree
as follows:
1.
Engagement as an Independent Contractor . The Company hereby
engages Consultant as an independent contractor, and Consultant
hereby accepts such engagement as an independent contractor, upon
the terms and conditions set forth in this Agreement.
2.
Consulting Period . Unless terminated sooner by either
party, the term of this Agreement shall be for the two-year period
commencing on January 1, 2009 and ending on December 31, 2010 (the
“Consulting Period”).
3.
Consulting Services . Based upon his background and
knowledge of matters in which he was involved as Executive Vice
President and Chief Financial Officer of the Company, and his
particular expertise in connection with the printing businesses in
which the Company and its affiliates are engaged, Consultant shall
provide professional consulting services and advice (the
“Consulting Services”) as the Company may request in
writing from time to time. Specifically, and without limitation,
Consultant hereby agrees to:
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consult, advise
and perform services as requested with respect to the printing
operations of the following affiliates of the Company: Journal
Sentinel Inc., Journal Community Publishing Group, Inc., IPC Print
Services, Inc. and Plus PrimeNet; and
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provide counsel
and advice as requested to transfer substantive knowledge and
processes to facilitate an orderly transition of his prior
responsibilities to designated consultants or employees in the
Company.
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Additionally,
during the term of this Agreement, Consultant agrees to take no
actions that would have the likely consequence of damaging the
public image or reputation of the Company or its
affiliates.
4.
Independent Contractor Relationship . The parties
acknowledge and intend that the relationship of Consultant to the
Company under this Agreement shall be that of an independent
contractor. In performing the Consulting Services under this
Agreement, Consultant shall undertake the Consulting Services
according to his own means and methods of work which shall be in
the exclusive charge and control of Consultant and which shall not
be subject to the control or supervision of the Company, except as
to the objectives of those Consulting Services. Consultant shall
determine his own working hours and schedule and shall not be
subject to the Company’s personnel policies and procedures.
Consultant shall be entirely and solely responsible for his actions
or inactions and the actions or inactions of his agents, employees
or subcontractors, if any, while performing Consulting Services
hereunder. Consultant agrees that he shall not, in any form or
fashion, maintain, hold out, represent, state or imply to any other
individual or entity that an employer/employee relationship exists
between the Company and Consultant, his agents and employees, or
between the Company and any subcontractor or its agents and
employees, and Consultant is not granted nor shall he represent
that he is granted any right or authority to make any
representation or warranty or assume or create any obligation or
responsibility, express or implied, for, on behalf or in the name
of the Company, to incur debts for the Company or to bind the
Company in any manner whatsoever.
Consultant
is not precluded from representing, or performing services for, and
being employed by other persons, companies or organizations,
provided that such services do not create an actual conflict of
interest that would preclude Consultant from undertaking Consulting
Services as required under this Agreement. For clarity in
interpreting this provision, were Consultant to undertake
consulting services for a direct competitor of Company in the
printing business concerning that competitor’s printing
operations or were Consultant to be in a position to use or
disclose actually or inevitably any confidential information of the
one party (e.g., the Company’s) in consulting with the other
party (i.e., the competitor), a conflict of interest would arise.
Contrariwise, were Consultant to undertake consulting services with
another company, whether a competitor of the Company or otherwise,
outside the scope of Consulting Services and not involving use or
disclosure of either party’s confidential information in
carrying out his duties for the other, no conflict would arise or
be asserted.
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The
obligations imposed on C
