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Exhibit 10.21
AMENDED AND RESTATED
DEFERRED STOCK UNIT AGREEMENT
THIS AMENDED AND RESTATED DEFERRED STOCK UNIT AGREEMENT (the
"Agreement") is made as of January 19, 2006 between HOLLINGER
INTERNATIONAL
INC., a Delaware corporation (the "Company"), and GORDON A. PARIS
(the
"Participant").
WITNESSETH:
WHEREAS, on November 16, 2003, the Company and the Participant
entered
into a Deferred Stock Unit Agreement (the "Prior Agreement");
and
WHEREAS, this Agreement amends and restates the Prior Agreement in
its
entirety;
NOW THEREFORE, in consideration of these premises, the parties
hereto
agree as follows:
1. Grants. Pursuant to the Prior Agreement, the Company granted to
the
Participant Sixty Eight Thousand, Four Hundred Ninety Four (68,494)
Deferred
Stock Units on November 16, 2003 (the "2003 Grant"), Sixty Eight
Thousand, Four
Hundred Ninety Four (68,494) Deferred Stock Units on November 16,
2004 (the
"2004 Grant") and Eight Thousand, Four Hundred Forty Five (8,445)
Deferred Stock
Units on November 16, 2005 (the "2005 Grant"). Each Deferred Stock
Unit was
granted under the Company's 1999 Stock Incentive Plan and is fully
vested and
nonforfeitable as of the date of grant.
2. Settlement of Deferred Stock Units: Deferral.
(a) Upon settlement of the Deferred Stock Units, the Company
shall transfer to the Participant one share of Common Stock for
each Deferred
Stock Unit held by Participant on the date of settlement. Deferred
Stock Units
shall be settled automatically and without further action by
Participant or the
Company upon the earliest to occur of the following:
(i) The Participant's resignation from the Company or the
termination of his employment by the Company for any reason
whatsoever;
provided, that in the case of the 2005 Grant only, if the
Participant is
deemed to be a "specified employee" within the meaning of
Section
409A(a)(2)(B)(i) of the Internal Revenue Code of 12986, as amended
(the
"Code"), the Deferred Stock Units shall not be settled until the
date that
is
six (6) months after the date of the Participant's "separation
from
service" (as defined in Section 409A of the Code and any
Treasury
Regulations promulgated thereunder) or, if earlier, the
Participant's date
of
death or the "Settlement Date" (as defined below);
(ii) The date falling one business day before the date of
any
Change of Control. As used herein, the term "Change of Control"
shall
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mean
the following: (i) any Person (as that term is defined in Section
2(2)
of
the Securities Act of 1933 and Section 13(d) of the Securities
Exchange
Act
of 1934, as amended from time to time) acquires or otherwise
becomes
the
owner of voting stock of the Com
