Exhibit 10.1
EMPLOYMENT AGREEMENT
This Agreement is made as of July
15, 2005, between Gannett Co., Inc., a Delaware corporation
(“Gannett”), and Craig A. Dubow
(“Dubow”).
This Agreement is intended to
supersede an employment agreement between the parties dated
February 25, 2005, as a result of Dubow’s appointment as
Gannett’s President and Chief Executive Officer, effective as
of July 15, 2005. Dubow has contributed substantially to the growth
and success of Gannett. Gannett desires to retain Dubow’s
services as set forth in the Agreement and to provide the necessary
consideration to assure such services.
Gannett and Dubow therefore agree as
follows:
1. Employment . Gannett
hereby employs Dubow as its President and Chief Executive Officer
as of the date first set forth above, or thereafter in such other
senior executive position as the Board of Directors and Dubow shall
mutually agree upon. Dubow hereby accepts the employment specified
herein, agrees to perform, in good faith, the duties, consistent
with his position, prescribed by the Board of Directors, abide by
the terms and conditions described in this Agreement and to devote
his full working time and best efforts to Gannett. These
obligations shall not restrict Dubow from engaging in customary
activities as a director or trustee of other business or
not-for-profit organizations so long as such activities, in the
reasonable opinion of the Board of Directors of Gannett, do not
materially interfere with the performance of Dubow’s
responsibilities under this Agreement or create a real or apparent
conflict of interests. Gannett agrees to nominate Dubow for
election to the Board as a member of the management slate at each
annual meeting of stockholders during his employment hereunder at
which Dubow’s director class stands for election. Dubow
agrees to serve on the Board if elected.
2. Term of Employment . The
term of employment under this Agreement shall commence on the date
first set forth above and shall expire on June 30, 2008, provided
that this Agreement shall be deemed to have been extended by the
parties after June 30, 2008, for an indefinite number of one year
extensions until either party gives notice, not less than 90 days
prior to June 30, 2008, or an anniversary thereof, of a decision
not to extend for an additional year.
3. Compensation . During the
term of Dubow’s employment, Gannett shall pay him a base
salary at the rate of $1,000,000 per annum or such greater amount
as the Executive Compensation Committee shall determine
(“Base Salary”). Such Base Salary shall be payable in
accordance with Gannett’s standard payroll practices for
senior executives. Gannett may pay Dubow a bonus in such amount and
at such time or times as the Executive Compensation Committee shall
determine.
4. Reimbursement for Expenses
. Dubow shall be expected to incur various reasonable business
expenses customarily incurred by persons holding like positions,
including but not limited to traveling, entertainment and similar
expenses incurred for the benefit of Gannett. Gannett shall
reimburse Dubow for such expenses from time to time, at
Dubow’s request, and Dubow shall account to Gannett for such
expenses.
5. Termination of Agreement by
Gannett .
(a) Gannett shall have the right to
terminate this Agreement under the following
circumstances:
(i) Upon the death of
Dubow.
(ii) Upon notice from Gannett to
Dubow in the event of an illness or other disability which has
incapacitated him or can reasonably be expected to incapacitate him
from performing his duties for six months as determined in good
faith by the Board.
(iii) For good cause upon notice
from Gannett. For this purpose, “good cause” means (1)
any misappropriation of funds or property of Gannett by Dubow; (2)
unreasonable (and persistent) neglect or refusal by Dubow to
perform his duties as provided in Section 1 hereof and which he
does not remedy within thirty days after receipt of written notice
from Gannett; (3) the material breach by Dubow of any provision of
Sections 9 or 13 which he does not remedy within thirty days after
receipt of written notice from Gannett; (4) conviction of Dubow of
a felony; or (5) Dubow’s voluntary resignation as an employee
of Gannett without the prior written consent of Gannett.
(b) If this Agreement is terminated
pursuant to Section 5(a) above, Dubow’s rights and
Gannett’s obligations hereunder shall forthwith terminate
except as expressly provided in this Agreement.
(c) If this Agreement is terminated
pursuant to Section 5(a)(i) hereof, (1) Dubow’s estate or
beneficiaries shall be entitled to receive a cash payment equal to
two times the sum of (a) his Base Salary as in effect on the date
of his death and (b) the amount of his annual bonus earned with
respect to the year ended prior to the year of his death, in
addition to the proceeds from the life insurance policy referred to
on Exhibit A hereto and any other benefits under the plans,
programs, practices and policies relating to death as are
applicable to Dubow on the date of his death, (2) all stock options
granted to Dubow on or after July 15, 2005 shall vest in full on
the date of Dubow’s death and shall be exercisable by his
estate, or by a person who acquires the right to exercise the
options by bequest or inheritance or by reason of his death, for
the lesser of the remaining term thereof or four years, and (3) any
stock-based awards that are subject to performance-based vesting
shall be deemed to have been fully earned as of the date of his
death and the value thereof shall be promptly paid to Dubow’s
estate or beneficiaries. The payments described in clauses (c)(1)
and (c)(3) are conditioned upon and subject to Dubow’s estate
or beneficiaries executing a valid release agreement in such form
as Gannett may reasonably require with respect to claims which
Dubow or his estate or beneficiaries may have arising out of
Dubow’s employment (the “Release”). Such payments
shall be made to Dubow’s estate or beneficiaries, as the case
may be, in a lump sum within 30 days after Dubow’s death and
provided that the Release has become effective and
non-revocable.
- 2 -
(d) If this Agreement is terminated
pursuant to Section 5(a)(ii) hereof, (1) Dubow shall be entitled to
receive a cash payment equal to two times the sum of (a) his Base
Salary as in effect on the date his employment terminates (the
“Termination Date”) and (b) the amount of his annual
bonus earned with respect to the year ended prior to the year in
which the Termination Date occurred, in addition to any other
benefits under the plans, programs, practices and policies relating
to disability as are applicable to Dubow as of the Termination
Date; provided, however, that if Dubow’s condition at the
time of his termination does not entitle him to disability income
or to salary continuation payments from Gannett or from its insurer
under the terms of the Gannett long-term disability plan, or any
successor Gannett plan or policy in effect at the time of such
disability, then subject to Section 20 of this Agreement, Gannett
shall provide Dubow with the disability income or salary
continuation payments that would have been provided if he had
qualified for them under such plan as of the Termination Date; and,
provided further, that if and when Dubow later becomes entitled to
disability income or to salary continuation payments from Gannett
or from its insurer under the terms of the Gannett long-term
disability plan, or any successor Gannett plan or policy in effect
at the time of such disability, the compensation payable to him
hereunder shall be inclusive of any such disability income or
salary continuation and shall not be in addition thereto; (2) all
stock options granted to Dubow on or after July 15, 2005 shall vest
in full on the Termination Date and shall be exercisable for the
lesser of the remaining term thereof or four years; and (3) any
stock-based awards that are subject to performance-based vesting
shall be deemed to have been fully earned as of the Termination
Date and the value thereof shall be promptly paid to Dubow. The
payments described in clauses (d)(1) and (d)(3) are conditioned
upon and subject to Dubow or his representatives executing the
Release. Such payments shall be made in a lump sum within 30 days
after the Termination Date and provided that the Release has become
effective and non-revocable.
(e) Gannett may terminate
Dubow’s employment during the term of this Agreement for
reasons other than those set forth in Section 5(a), subject to the
applicable provisions of this Agreement that are intended to
survive termination of employment.
6. Termination of Agreement by
Dubow . Dubow shall have the right to terminate his employment
under this Agreement for “good reason” upon 30
days’ notice to Gannett given within 90 days following the
occurrence of any of the following events, each of which shall
constitute a “good reason” for such termination;
provided, that the events described in clauses (b) and (d) below
shall not constitute “good reason” if the event is
remedied by Gannett within 30 days after receipt of notice given by
Dubow to Gannett specifying the event:
(a) Dubow is not elected or retained
as President and Chief Executive Officer (or such other senior
executive position as Dubow may have
- 3 -
agreed to serve in) or is not
nominated for election to the Board as a member of the management
slate at any annual meeting of stockholders during his employment
hereunder at which Dubow’s director class stands for
election.
(b) Gannett acts to materially
reduce Dubow’s duties and responsibilities
hereunder.
(c) Dubow is required to report to
anyone other than Gannett’s Board of Directors.
(d) Gannett acts to change the
principal geographic location of the performance of Dubow’s
duties from the Washington, D.C. Metropolitan area.
7. Consequence of Termination or
Expiration of Agreement . If this Agreement is terminated by
Dubow for any reason other than pursuant to Section 6 hereof, or
the Agreement expires by reason of Dubow failing to extend it,
Dubow’s rights and Gannett’s obligations hereunder
shall forthwith terminate except as expressly provided in this
Agreement. If Dubow’s employment is terminated by Dubow
pursuant to Section 6 hereof, or by Gannett for any reason other
than the reasons specified in Section 5(a), or the Agreement
expires by reason of Gannett failing to extend it, and conditioned
upon and subject to Dubow executing the Release, the following
shall apply:
(a) Dubow shall be paid all earned
but unpaid compensation, accrued vacation and accrued but
unreimbursed expenses required to be reimbursed under this
Agreement; and
(b) Gannett shall pay to Dubow in a
lump sum in cash within 30 days after the Termination Date and
provided that the Release has become effective and non-revocable, a
cash severance payment equal to two (2) times the sum of (i) his
Base Salary as in effect on the Termination Date and (ii) the
amount of his annual bonus earned with respect to the year ended
prior to the year in which the Termination Date occurred. If Dubow
is entitled to received a change in control payment under Section
10, the amount determined under this Section 7(b) shall be reduced
(but not below zero) by the amount paid to Dubow under Section 10;
and
(c) All outstanding stock options
granted to Dubow prior to July 15, 2005 shall vest in full on the
Termination Date and shall be exercisable for the lesser of the
remaining term thereof or three years. In the event that Gannett
grants any stock-based awards to Dubow that are subject to
performance-based vesting, such awards granted to Dubow on or prior
to the Termination Date shall be deemed to have been fully earned
as of such date and the value thereof shall be promptly paid to
Dubow; and
(d) Dubow shall not be required to
mitigate damages or the amount of any payment provided for under
this Agreement by seeking other employment or otherwise, nor will
any payments hereunder be subject to offset in respect of any
claims which Gannett may have against Dubow, nor shall the amount
of any payment or benefit provided for in this Section 7 be reduced
by any compensation earned as a result of Dubow’s employment
with another employer.
- 4 -
8. Miscellaneous Additional
Benefits .
(a) Pre-Retirement . Dubow
shall be entitled to receive during his period of active full-time
employment with Gannett the following benefits:
(i) Customary Executive
Benefit
