Exhibit 10.42
Haas Publishing Companies, Inc.
3119 Campus Drive
Norcross, GA 30071
March 10 2005
Mr. Robert Metz
Chief Executive Officer
Haas Publishing Companies, Inc.
Dear Bob:
In connection with your continuing
employment with Haas Publishing Companies, Inc. (the
“Company”), this letter agreement (the “Letter
Agreement”) will constitute our agreement relating to
amounts and benefits owing to you in connection with any
termination of your employment.
In the event we terminate your
employment without cause at any time after the date hereof and
subject to the fourth paragraph hereof, we agree (i) to pay you an
aggregate amount equal to 18 months base salary at the rate being
paid on the date your employment is terminated by the Company (the
“Date of Termination”), less applicable withholdings,
payable bi-weekly on the Company’s regularly scheduled
payroll dates; (ii) to pay you a bonus equal to 1.5 times your
target EICP bonus (as set forth in your EICP letter in effect for
the calendar year in which the termination occurs) less applicable
withholdings, payable no later than April 15 of the year following
the year in which your termination occurred; (iii) to pay you the
LTP bonus under the Company’s Long Term Compensation Program
for the portion of the year worked in which the Date of Termination
occurs from the beginning of such calendar year to the Date of
Termination, less applicable withholdings, payable no later than
March 31 of the year following the year in which the termination
occurred; and (iv) to vest on the 18-month anniversary of the Date
of Termination any unvested stock options and restricted stock
granted prior to December 31, 2004 (such vesting to be subject to
applicable withholding requirements). Any EICP bonus for
completed calendar years unpaid at the Date of Termination shall be
paid in full in accordance with the EICP.
No severance payments whatsoever
shall be payable upon your voluntary resignation or upon
termination of your employment for cause. For purposes of this
Letter Agreement, “cause” shall mean substance abuse,
conviction of a felony, fraud, theft, embezzlement, sexual
harassment, or willful or repeated failure or refusal to follow
reasonable policies or directives established and disclosed by your
supervisor or the Board of Directors of the Company.
