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Exhibit 10.19
[Execution Copy]
AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
THIS
AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "AGREEMENT") is
made
and entered into as of the 1st day of January 2006, by and between
Hollinger
International Inc., a Delaware corporation (the "EMPLOYER"), and
Gregory A.
Stoklosa (the "EXECUTIVE").
RECITALS
A.
The Employer and the Executive are parties to that certain
Employment
Agreement, dated March 14, 2005, between the Employer and the
Executive (the
"ORIGINAL AGREEMENT"), and desire to amend and restate the Original
Agreement in
its entirety to reflect the terms contained herein.
B.
The Employer desires that the Executive continue to provide
services for
the benefit of the Employer and the Executive desires to accept
such continued
employment with the Employer.
C.
The Employer and the Executive acknowledge that the Executive is,
and
will continue to be, a member of the senior management team of the
Employer and,
as such, will participate in implementing the Employer's business
plan.
NOW,
THEREFORE, in consideration of the above premises and the
following
mutual covenants and conditions, the parties agree as follows:
1.
EMPLOYMENT. The Employer shall employ the Executive as Vice
President
and Chief Financial Officer, and the Executive hereby accepts such
employment on
the following terms and conditions.
2.
DUTIES. The Executive shall work for the Employer in a
full-time
capacity. The Executive shall, during the term of this Agreement,
have the
duties, responsibilities, powers, and authority customarily
associated with the
positions in which he is employed, as set forth in Paragraph 1
above. The
Executive shall report to, and follow the direction of, the
President and Chief
Executive Officer of the Company. In addition to, or in lieu of,
the foregoing,
the Executive also shall perform such other duties as may be
assigned to him
from time to time by the President and Chief Executive Officer. The
Executive
shall diligently, competently, and faithfully perform all duties,
and shall
devote his entire business time, energy, attention, and skill to
the performance
of duties for the Employer and will use his best efforts to promote
the
interests of the Employer; provided the Executive shall be entitled
to devote
time to outside boards of directors, personal investments, and
professional
activities to the extent such activities do not unduly interfere
with his duties
hereunder.
3.
TERM OF EMPLOYMENT. The term of employment under this Agreement
shall be
one (1) year. The then current one-year term of employment
hereunder as of any
time is referred to herein as the "CURRENT TERM". The initial term
of employment
commenced on March 14, 2005 and ended on December 31, 2005, and the
term of
employment has been renewed for a period of one (1) year commencing
January 1,
2006. The term of employment shall be renewed for successive
periods of one (1)
year after the expiration of then Current Term, unless the Board of
Directors of
the Employer (the
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"BOARD") provides the Executive, or the Executive provides the
Board, with
written notice to the contrary at least sixty (60) days prior to
the end of the
Current Term.
4.
COMPENSATION.
A. Salary. The Employer shall pay the Executive an annual salary
of
US$400,000 (the "BASE SALARY"), payable in substantially equal
installments
in
accordance with the Employer's payroll policy from time to time
in
effect. The Executive's salary shall be subject to any payroll or
other
deductions as may be required to be made pursuant to law,
government order,
or
by agreement with, or consent of, the Executive. The Base Salary
is
subject to increase at the discretion of the Board, or a Committee
thereof
acting under delegated authority, as appropriate.
B. Performance Bonus. The Executive shall be eligible for an
annual
bonus targeted at seventy-five percent (75%) of the Executive's
Base Salary
(the
"TARGET BONUS"), such bonus, if any, to be paid no later than the
date
which is two and one-half (2 1/2) months following the end of each
calendar
year
during the term hereof, beginning with calendar year 2005. The
bonus
shall be based upon an annual calendar year bonus plan, to be
established
by
the Board prior to or as soon as reasonably practicable after
the
commencement of the Current Term. The actual bonus to be paid to
Executive
shall be determined by the Board, or by a committee thereof with
delegated
authority, based upon such criteria as are established by the Board
or such
committee and communicated to Executive. The actual bonus to be
paid to
Executive may exceed or be lower than the Target Bonus, based
upon
performance relative to the established criteria.
C. Long-Term Incentive Plan. The Executive shall be eligible to
receive an annual award (the "INCENTIVE AWARD") under the
Employer's
Long-Term Incentive Plan (the "LTIP"). The terms of any Incentive
Award,
including those relating to the vesting and payment thereof, are
subject to
the
terms and conditions of the LTIP, which is incorporated herein
by
reference. The amount of any Incentive Award to be made to the
Executive
shall be determined by the Board, or by a committee thereof with
delegated
authority, in its discretion.
D. Other Compensation. Executive shall be eligible to participate
in
any
and all other incentive compensation programs established by
Employer
in
which Employer's senior executives participate or with respect to
which
they
are eligible. The Board, or a Committee thereof with delegated
authority, shall determine the amount of any such awards in its
sole
discretion.
E. Benefits and Perquisites. Executive shall be eligible to
participate in all benefit plans and programs for which other
senior
executives of Employer are eligible, and shall be entitled to
such
perquisites as are available to other senior executives of
Employer, and
such
additional perquisites as may be approved by the Board or the
Compensation Committee thereof.
5.
EXPENSES. The Employer shall reimburse the Executive for expenses
in
accordance with the Employer's policies from time to time in
effect.
6.
TERMINATION. The Executive's services shall terminate upon the
first to
occur of the following events:
A. At the end of the then Current Term of this Agreement.
B. Upon the Executive's date of death or the date the Executive
is
given written notice from the Employer that he has been determined
to be
disabled. For purposes of this
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Agreement, the Executive shall be deemed to be "disabled" if the
Executive,
as a
result of illness or incapacity, shall be unable to perform
substantially his required duties for a period of three (3)
consecutive
months or for any aggregate period of three (3) months in any six
(6) month
period.
C. On the date the Employer provides the Executive with written
notice
that
he is being terminated for "cause." For purposes of this
Agreement,
"CAUSE" means that Executive has: (i) been convicted of (or has
pleaded
guilty or no contest to) a felony, or (ii) engaged in conduct
that
constitutes willful gross neglect or willful gross misconduct with
respect
to
his employment duties; provided, no act or omission on Executive's
part
shall be considered "willful" if conducted in good faith and with
a
reasonable belief that his conduct was in the best interests of
Employer.
Notwithstanding the foregoing, the Employer may not terminate
Executive's
employment for cause under clause (ii) of this Paragraph 6C
unless
Executive is given at least thirty (30) days to cure any such
conduct (if
capable of cure), and only after Executive has received a certified
copy of
a
resolution of the Board terminating his employment for cause and
stating
specifically the conduct that the Board believes satisfies the
definition
of
cause.
D. On the date the Executive terminates his employment for any
reason,
provided that the Executive shall give the Employer thirty (30)
days
written notice prior to such date of his intention to terminate
this
Agreement.
E. On the date the Employer terminates the Executive's employment
for
any
reason other than in the event of Executive's death or disability
or
for
cause, provided that the Employer shall give the Executive sixty
(60)
days
written notice prior to such date of its intention to terminate
this
Agreement.
7.
COMPENSATION UPON TERMINATION.
A. If the Executive's services are terminated pursuant to
Paragraph
6B,
6C or (except as provided in Paragraph 7C) 6D, or the Executive
elects
to
terminate this Agreement at the end of its term pursuant to
Paragraph
6A,
the Executive shall be entitled to his salary and health and
welfare
benefits through his final date of active employment, plus any
accrued but
unused vacation pay. The Executive shall also be entitled to any
benefits
mandated under the Consolidated Omnibus Budget Reconciliation Act
of 1985
("COBRA") or required under the terms of any death, insurance,
or
retirement plan, program, or agreement, or any other plan or
arrangement,
provided by the Employer and to which the Executive is a party or
in which
the
Executive is a participant, including, but not limited to, any
short-term or long-term disability plan or program, if
applicable.
B. If the Executive's services are terminated by the Employer
pursuant
to
Paragraph 6A or 6E prior to and not in connection with a Change
in
Control (as defined herein), Executive shall receive (i) a lump sum
equal
to
(a) the amount that would be payable as Base Salary to Executive
for the
period beginning on the date immediately following termination
of
Executive's services and ending one year after the end of the then
Current
Term
(such period, the "CONTINUATION PERIOD"), plus (b) an amount equal
to
Executive's Target Bonus on (1) all amounts paid pursuant to clause
(i)(a)
of
this Paragraph 7B and (2) all amounts paid to Executive as Base
Salary
for
the portion of the then Current Term ending on the date of
termination
of
Executive's services, plus (c) any bonus that was earned by
Executive
under Paragraph 4B but not paid as of the effective date of the
termination
of
Executive's services, and (ii) continuation of health and
welfare
benefits during the Continuation Period. Upon termination of
Executive's
employment pursuant to this Paragraph 7B, (i) all unvested cash
Incentive
Awards shall become
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immediately vested and payable (if applicable) as and to the
extent
provided in the LTIP, and (ii)(a) all unvested equity-based awards
under
the
LTIP or otherwise that would have vested under the original
vesting
schedule for such awards at any time during the Continuation Period
shall
become immediately fully vested and payable (if applicable) and (b)
all
other unvested equity-based awards under the LTIP or otherwise
shall
immediately terminate. Employer's obligations to pay the amounts
and
furnish the b
