Exhibit
10.17
EMPLOYMENT
AGREEMENT
AGREEMENT
entered into as of August 14th , 2008, by and between
MEREDITH CORPORATION, an Iowa corporation (the "Company"), and JOHN
S. ZIESER ("Executive"), to become effective August 12, 2008
("Effective Date").
WITNESSETH:
WHEREAS,
Executive has been employed by the Company as Chief Development
Officer, General Counsel & Secretary, Meredith Corporation;
and
WHEREAS, the
Company wishes to continue to employ Executive pursuant to the
terms and conditions hereof, and in order to induce Executive to
enter into this agreement (the "Agreement") and to secure the
benefits to accrue from his performance hereunder is willing to
undertake the obligations assigned to it herein; and
WHEREAS,
Executive is willing to continue his employment with the Company
under the terms hereof and to enter into the Agreement;
NOW THEREFORE,
in consideration of the premises and mutual covenants contained
herein and for other good and valuable consideration, the receipt
of which is hereby acknowledged, the parties hereto agree as
follows:
1. Position; Duties; Responsibilities
.
1.1 Meredith shall employ Executive as its Chief
Development Officer, General Counsel & Secretary, reporting to
Steve Lacy (or his successor, if applicable). While employed
hereunder, Executive shall have such responsibility and authority
as has historically attached to being Meredith's Chief Development
Officer, General Counsel & Secretary.
1.2 During the course of his employment,
Executive agrees to devote his full time and attention and give his
best efforts and skills to furthering the business and interests of
the Company, which, subject to the mutual agreement of Executive
and Steve Lacy (or his successor, if applicable), which shall not
be unreasonably withheld, may include Executive volunteering his
time and efforts on behalf of charitable, civic, professional
organizations and boards of other corporations.
2. Term .
The term of employment under this Agreement
shall commence as the Effective Date, and shall continue through
June 30, 2011, unless sooner terminated in accordance with this
Agreement, and thereafter as herein provided. Executive's term of
employment shall automatically renew for subsequent one (1) year
terms, the first of which would begin on July 1, 2011, subject to
the terms of this Agreement unless either party gives written
notice six (6) months or more prior to the expiration of the then
existing term of its decision not to renew (the "Term").
In the event this Agreement expires at the end
of the Term, as extended if applicable, after the Company has
delivered a Non-Renewal Notice to Executive, such termination of
Executive's employment with the Company will be treated for all
purposes hereunder as a termination of employment by the Company
Without Cause pursuant to Section 9.4.
3. Base Salary .
3.1 The Company shall pay Executive a base
salary at the annual rate of Six Hundred Thousand Dollars
($600,000.00) ("Base Salary"), retroactive to July 1, 2008 and
continuing through June 30, 2009, payable in accordance with the
standard payroll practices of the Company.
3.2 It is understood that the Base Salary is to
be Executive's minimum annual compensation during the Term. The
Base Salary may increase beginning July 1, 2009 at the discretion
of the Compensation Committee of the Company's Board of Directors
("Compensation Committee"). Base Salary shall include all such
increased amounts, and, if increased, Base Salary shall not
thereafter be decreased.
4. Long-Term Incentive Plans .
During the Term of this Agreement, Executive
shall be eligible to participate in all long-term incentive plans,
including, without limitation, stock incentive plans adopted by the
Company and in effect (collectively, "Long-Term Incentive Plans"),
at levels of awards to be granted by the Compensation Committee
commensurate with the level of Executive's responsibilities and
performance thereof. At its regular August 2008 meeting, the
Compensation Committee, in the exercise of its discretion, shall
approve an award to Executive of: (a) 65,000 non-qualified
stock options with a three (3) year cliff vesting schedule and a
strike price equal to the fair market value of Meredith common
stock on the date of such award, and (b) 10,000 Restricted
Stock of Meredith common stock with a three (3) year cliff vesting
schedule.
5. Bonus .
5.1 During the Term of this Agreement, Executive
shall be eligible to participate in the Meredith Management
Incentive Plan (or any successor or replacement annual incentive
plan of the Company) ("MIP"), for such periods as it continues in
effect, subject to the terms of the MIP, and to the discretion
vested in the Compensation Committee under the MIP; provided,
however, that the percentage of Base Salary payable as a target
bonus under the MIP shall not be less than Seventy Percent (70%)
(actual Company financial results may result in an actual bonus
paid to Executive equal to less than or more than Seventy Percent
(70%) of Base Salary).
5.2 The MIP bonus pursuant to this Section 5.1
shall be paid to Executive in conformance with the Company's normal
MIP bonus pay policies following the end of the respective fiscal
year. For the purpose of Section 5.1, MIP bonuses paid with respect
to the fiscal year shall include payments made outside of the
fiscal year but for such fiscal year and shall exclude payments
made in the fiscal year that are for another fiscal
year.
6. Short-Term Disability .
During any period of short-term disability, the
Company will continue to pay to Executive the Base Salary
throughout the period of short-term disability, but in no event
beyond the end of Term. In addition, Executive will
continue to receive all rights and benefits under the benefit plans
and programs of the Company in which Executive is a participant as
determined in accordance with the terms of such plans and programs,
and Executive shall be eligible to receive the benefit of his
target MIP for the initial year in which the short-term disability
occurs without reduction for the period of short-term
disability. In the event of Executive's death during a
period of short-term disability, the provisions of Section 9.1
shall apply. For the purposes of this Agreement,
short-term disability shall be defined as the incapacitation of
Executive by reason of sickness, accident or other physical or
mental disability which continues for a period not to exceed the
fifth month anniversary of the date of the cause or onset of such
incapacitation. All benefits provided under this Section
6 shall be in replacement of and not in addition to benefits
payable under the Company's short-term and long-term disability
plan(s), except to the extent such disability plan(s) provide
greater benefits than the disability benefits provided under this
Agreement, in which case the applicable disability plan(s) would
supersede the applicable provisions of this Agreement. In the event
Executive is determined to be permanently disabled (as determined
under Section 9.2), the provisions of Section 9.2 shall
apply.
7. Employee Benefit Plans .
7.1 During the Term of this Agreement and
subject to all eligibility requirements, and to the extent
permitted by law, Executive will have the opportunity to
participate in all employee benefit plans and programs generally
available to the Company's employees in accordance with the
provisions thereof as in effect from time to time, including,
without limitation, medical coverage, group life insurance,
holidays and vacations, Meredith Savings and Investment Plan (401k)
and the Meredith Employees' Retirement Income Plan, but not
including the Company's short-term and long-term disability plans,
except to the extent that such disability plans provide greater
benefits than the disability benefits provided under this
Agreement, in which case the applicable disability plan would
supersede the applicable provisions of this Agreement.
7.2 In addition to benefits described in Section
7.1 during the Term of this Agreement, Executive shall also receive
or participate in, to the extent permitted by law, the various
perquisites and plans generally available to officers of the
Company in accordance with the provisions thereof as in effect from
time to time including, without limitation, the following
perquisites to the extent the Company continues to offer them: an
automobile or automobile allowance, tax and estate planning, and
executive life insurance (if insurable). Executive shall also be
reimbursed for the regular annual dues for one country club
incurred by Executive in furtherance of the Company's
business. All such reimbursements or in-kind benefits
shall be payable by the Company on or before the last day of
Executive’s taxable year following the taxable year in which
the expense was incurred. The expenses paid or in-kind
benefits provided by the Company during any taxable year of
Executive will not affect the expenses paid or in-kind benefits
provided by the Company in another taxable year. This
right to reimbursement or in-kind benefits is not subject to
liquidation or exchange for another benefit. In addition, Executive
shall participate in the Meredith Replacement Benefit Plan and the
Meredith Supplemental Benefit Plan.
8. Expense Reimbursements .
During Executive's employment with the Company,
Executive will be entitled to receive reimbursement by the Company
for all reasonable, out-of-pocket expenses incurred by him (in
accordance with policies and procedures established by the
Company), in connection with his performing services hereunder,
provided Executive properly accounts therefor. All such
reimbursements shall be payable by the Company on or before the
last day of Executive’s taxable year following the taxable
year in which the expense was incurred. The expenses paid by the
Company during any taxable year of Executive will not affect the
expenses paid by the Company in another taxable
year. This right to reimbursement is not subject to
liquidation or exchange for another benefit.
9. Consequences of Termination of
Employment .
9.1 Death . In the event of the death of
Executive during the Term of this Agreement or during the period
when payments are being made pursuant to Sections 6 or 9.2, this
Agreement shall terminate and all obligations to Executive shall
cease as of the date of death except that, (a) the Company will pay
to the legal representative of his estate in substantially equal
installments the Base Salary until the end of the month of the
first anniversary of Executive's death with each installment
treated as a separate “payment” for purposes of Section
409A of the Code, such that any payment that would otherwise be
payable within 2 ½ months after Executive’s taxable
year in which his employment with the Company is terminated or, if
later, within 2 ½ months after the end of the
Company’s taxable year in which Executive’s employment
with the Company is terminated (the “Short Term Deferral
Period”), is exempt from Section 409A of the Code, and (b)
all rights and benefits of Executive under the benefit plans and
programs of the Company in which Executive is a participant, will
be provided as determined in accordance with the terms and
provisions of such plans and programs. Any MIP bonus (or amounts in
lieu thereof) pursuant to Section 5, payable for the fiscal year in
which Executive's death occurs, shall be determined by the
Compensation Committee at its meeting following the end of such
fiscal year pro rata to the date of death and promptly paid to
Executive's estate. All awards of restricted stock, stock options
and any other benefits under the Long-Term Incentive Plans shall be
handled in accordance with the terms of the relevant plan and
agreements entered into between Executive and the Company with
respect to such awards.
9.2 Disability . If Executive shall
become permanently incapacitated by reasons of sickness, accident
or other physical or mental disability, as such incapacitation is
certified by a physician chosen by the Company and reasonably
acceptable to Executive (if he is then able to exercise sound
judgment), and shall therefore be unable to perform any substantial
gainful activity, then the employment of Executive hereunder and
this Agreement may be terminated by Executive or the Company upon
thirty (30) days' written notice to the other party following such
certification. Should Executive not acquiesce (or should he be
unable to acquiesce) in the selection of the certifying doctor, a
doctor chosen by Executive (or if he is not then able to exercise
sound judgment, by his spouse or personal representative) and
reasonably acceptable to the Company shall be required to concur in
the medical determination of incapacitation, failing which the two
doctors shall designate a third doctor whose decision shall be
determinative as of the end of the calendar month in which such
concurrence or third-doctor decision, as the case may be, is made.
After the final certification is made and the 30-day written notice
is provided, the Company shall pay to Executive, at such times as
Base Salary provided for in Section 3 of this Agreement would
normally be paid, 100% of Base Salary for the first twelve months
following such termination, 75% of Base Salary for the next
twelve-month period and 50% of Base Salary for the remaining period
of what would have constituted the current Term of employment but
for termination by reason of disability with each installment
treated as a separate “payment” for purposes of Section
409A of the Code, such that any payment that would otherwise be
payable during the Short Term Deferral Period is exempt from
Section 409A of the Code. Following the termination pursuant to
this Section 9.2, the Company shall pay or provide to Executive
such other rights and benefits of participation under the employee
benefit plans and programs of the Company to the extent that such
continued participation is not otherwise prohibited by applicable
law or by the express terms and provisions of such plans and
programs. Furthermore, nothing contained in this Section 9.2 shall
preclude Executive from receiving the benefit of his target MIP
bonus for the initial year in which a short-term disability occurs
pursuant to the provisions of Section 6. All benefits provided
under this Section 9.2 shall be in replacement of and not in
addition to benefits payable under the Company's short-term and
long-term disability plans, except to the extent such disability
plans provide greater benefits than the disability benefits
provided under this Agreement, in which case the applicable
disability plan(s) would supersede the applicable provisions of
this Agreement. All awards of restricted stock, stock options and
any other benefits under the Long-Term Incentive Plans shall be
handled in accordance with the terms of the relevant plan and
agreements entered into between Executive and the Company with
respect to such awards.
9.3 Due Cause . The Company may terminate
Executive's employment, remove him as an officer of the Company and
terminate this Agreement at any time for Due Cause. In the event of
such termination for Due Cause, Executive shall continue to receive
Base Salary provided for in this Agreement only through the date of
such termination for Due Cause. Executive shall be entitled to no
further benefits under this Agreement, except that any rights and
benefits Executive may have under the employee benefit plans and
programs of the Company, in which Executive is a participant, shall
be determined in accordance with the terms and provisions of such
plans and programs. Executive understands and agrees that in the
event of the termination of employment, removal as an officer and
termination of this Agreement pursuant to this Section 9.3:
(a) All awards of restricted stock, stock options and any other
benefits under the Long-Term Incentive Plans shall be handled in
accordance with the terms of the relevant plan and agreements
entered into between Executive and the Company with respect to such
awards and (b) the Company shall have no further obligation to pay
any bonus to Executive under the terms of the MIP or this
Agreement, but that the obligations of Executive under Section 10
shall remain in full force and effect. The term "Due Cause" shall
mean (i) the willful and continued failure of Executive to attempt
to perform substantially his duties with the Company (other than
any such failure resulting from Disability), after a demand for
substantial performance is delivered to Executive, which
specifically identifies the manner in which Executive has not
attempted to substantially perform his duties and for those matters
which are subject to cure, a ten (10) day notice to cure is
provided, or (ii) the engaging by Executive in willful misconduct
which is materially injurious to the Company, monetarily or
otherwise. For purposes of this definition, no act, or failure to
act, on the part of Executive shall be considered "willful" unless
it is done, or omitted to be done, by Executive in bad faith and
without reasonable belief that Executive's action or omission was
in the best interests of the Company. Any act, or failure to act,
based upon authority given pursuant to a resolution duly adopted by
the Bo
