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EXHIBIT 99.2
EMPLOYMENT AGREEMENT
This
AMENDED AND RESTATED EMPLOYMENT AGREEMENT, originally dated as
of
March 15, 2000, and amended and restated on
July 1, 2005 (the "Restatement
Date"), originally entered into between
MediaNews Services, Inc., a Delaware
corporation, whose rights and obligations
have been assigned to and assumed by
MediaNews Group, Inc. (the "Company"), a
Delaware corporation, and William Dean
Singleton ("Executive"). Capitalized terms
used herein but not defined herein
are used as defined in Section 13.
WITNESSETH:
WHEREAS,
the Company wishes to employ and retain the services of
Executive, and Executive wishes to be
employed by the Company.
NOW,
THEREFORE, in consideration of the mutual covenants herein
contained,
this Agreement is hereby amended and
restated, to read in full, and the Company
and the Executive hereby agree, as
follows:
1.
Period of
Employment.
Company
shall employ the Executive to perform the services described
herein, with his principal office
activities being situated in Denver, Colorado,
or such other location as Executive shall
elect for the period commencing
January 1, 2000, and terminating December
31, 2009, unless earlier terminated as
provided herein or extended as provided in
the next paragraph. Upon termination
of this Agreement, Executive's employment
with the Company and its subsidiaries
shall terminate.
Effective
January 1, 2010, this Agreement shall be automatically renewed
for additional periods of one year each
unless either party shall have given
notice to the other at least one hundred
twenty (120) days prior to December 31,
2009 or the expiration of any subsequent
one-year term, electing not to renew
this Agreement, in which case this
Agreement shall terminate on the next
succeeding December 31.
2.
Compensation.
During the
period of his employment, Executive shall:
(a) be paid a base salary, in equal monthly installments, on
the
regular
pay day established for executives of the Company, at the
annual
rate of
nine hundred eight-five Thousand nine hundred and fifty Dollars
($985,950.00), which salary shall be increased annually,
commencing
January 1,
2006, at an annual rate of five percent (5%), or such higher
annual
rate as the Board of Directors of the Company shall determine
appropriate; provided, that if the Company's Chief Executive
Officer
determines
that business conditions are such that all or a portion of the
foregoing
increases should be delayed until such time as those conditions
improve,
then the Chief Executive Officer may elect appropriately to
delay
such
increases;
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2
(b) be reimbursed in a manner consistent with policies of the
Company
established for executive personnel, for all reasonable
expenses
of the
Company and its subsidiaries incurred by the Executive in the
discharge
of any duties hereunder;
(c) receive such fringe benefits including accident,
hospitalization, disability, medical and life insurance plans, as
shall be
made
generally available to the executive personnel or other employees
of
the
Company or as otherwise approved by the Company's Board of
Directors;
(d) have an appropriate opportunity, commensurate with his
executive
stature,
to participate in all stock options, restricted stock or other
forms of
equity ownership plans, and incentive plans which may be
established for executive personnel of the Company;
(e) be eligible to receive an annual bonus for each of the
Company's
fiscal
years (commencing with the fiscal year ended June 30, 2005)
commencing
before the termination of this Agreement (pro rated for partial
years
prior to termination hereof based on performance for the full
fiscal
year) of
up to $500,000 payable as soon as practicable after completion
by
the
Company's independent accountants of their audit of the Company
for
the
relevant fiscal year (but in no event later than the March 15
immediately following the end of the relevant fiscal year), based
on a
comparison
of operating profits to the budget of the Company approved by
the
Company's Board of Directors for such fiscal year as follows (or
in
such
greater amounts as may be approved by the Company's Board of
Directors):
(i) If operating
profits for such fiscal year are 100% or
more of budget, then the bonus amount payable shall be
$450,000,
plus 5% of the excess of operating profits
over budget, up to a total of an additional $50,000
(i.e. a maximum bonus of $500,000);
(ii) If operating
profits for such fiscal year are 95% or
more (but under 100%) of budget, then the bonus amount
payable shall be $350,000;
(iii) If operating profits for such fiscal year are 90% or
more (but under 95%) of budget, then the bonus amount
payable shall be $250,000;
(iv) If operating
profits for such fiscal year are 85% or
more (but under 90%) of budget, then the bonus amount
payable shall be $150,000;
(v) If operating
profits for such fiscal year are 80% or
more (but under 85%) of budget, or if no budget has been
adopted and approved for such fiscal year, then the
bonus amount payable shall be $100,000; and
(vi) If operating
profits for such fiscal year are under 80%
of budget, then no bonus shall be payable;
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3
(f) a one-time bonus of $100,000; and
(g) be reimbursed for the annual premium (up to a maximum premium
of
$100,000
per year) on up to $40 million of term life insurance insuring
the life
of Executive's wife (plus an additional amount such that the
total
amount received pursuant to this clause (g) after payment of
federal,
state and local taxes at the highest marginal rate taking into
account
the deductibility for federal purposes of state and local
purposes
equals the
amount of such premium)
All
payments made payable to the Executive under this Agreement shall
be
subject to withholding for any applicable
taxes, social security or other
governmental levies.
3.
Duties.
The
Executive shall serve as Vice Chairman and Chief Executive Officer
of
the Company.
The
Executive accepts the aforementioned responsibilities at the
compensation and upon the terms specified
herein. During the term of this
Agreement, Executive shall devote his best
efforts principally to the service of
the Company, its affiliates and their
subsidiaries and the performance of the
duties specified above, it being understood
that the preponderance of
Executive's time will be applied to
furthering the interest of such entities.
Except at the request of the Company,
Executive shall not engage in any other
business activity or outside activity which
is materially inconsistent with or
an impediment to the carrying out of his
duties hereunder, provided that, so
long as it does not materially interfere
with the performance of his duties
hereunder, Executive may serve as a
director, trustee or officer of, or
otherwise participate in, trade,
professional, educational, welfare, social,
religious and civic organizations.
4.
Vacation.
Executive
shall be entitled to an annual paid vacation of five weeks,
such
vacation to be taken at such times as he
may select.
5.
Death or
Incapacity.
In the
event of death of Executive during the term hereof, this
Agreement
shall terminate.
If, on
account of physical or mental disability, Executive shall fail
or
be unable to perform the duties
contemplated by this Agreement for a period of
180 consecutive days, the Company may, at
any time thereafter upon 30 days'
notice to Executive, terminate this
Agreement. In such event, this Agreement
shall terminate and come to an end on the
date set forth in such notice as if
such date were the termination date of this
Agreement.
In the
case of termination of this Agreement pursuant to this Section
5,
except for the rights of Executive and his
beneficiaries under the benefit plans
described in Sections 2(c) and 2(d) of this
Agreement, the Company shall not be
subject to any further obligation to
Executive (or his estate or legal
representatives) hereunder, except that
Executive (or his estate or legal
representatives) shall be entitled to
receive payment of unreimbursed expenses
pursuant to
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4
Section 2(b) of this Agreement and the
unpaid salary, vacation and bonus due for
service prior to termination of this
Agreement, and in the case of the death of
Executive through and including the last
day of the month in which Executive
died.
6.
Covenant
Not To Compete.
(a) Executive agrees that after any termination hereof (other
than
termination (i) by Executive pursuant to paragraphs (a) or (b) of
Section
7 hereof
or (ii) by the Company in breach of this Agreement), he will
not,
during the
Restricted Period (as defined below), unless with the prior
written
consent of the Board of Directors of the Company, engage in, or
materially
assist any other business enterprise in, the business of
publishing
and distributing daily newspapers in any geographical areas in
which
daily newspapers owned or managed by the Company and/or its
subsidiaries have paid print circulation in excess of 25,000 at the
time
of
termination of this Agreement; provided, however, that the
ownership of
up to 5%
of any class of publicly traded securities of any entity shall
not be
deemed to be a violation of this Section 6. "Restricted Period"
means, in
respect of the termination of Executive's employment, the
period
commencing
on the date of termination of employment and ending on the
first to
occur of (x) the date one year after the date a replacement for
Executive
is hired (or another officer of the Company takes over his
responsibilities) and (y) the second anniversary of the termination
of
Executive's employment.
(b) The parties intend that the covenants contained in paragraph
(a)
shall be
construed as a series of separate covenants, one for each state
and other
jurisdiction covered thereby, and one for each county and city
included
within such state or other jurisdiction and, except for
geographic
coverage, each such separate covenant shall be deemed
identical.
The parties agree that the covenants deemed included in
paragraph
(a) are, taken as a whole, reasonable in activities prohibited
and
geographic scope and their duration and no party shall raise any
issue
of the
reasonableness of the scope or duration of the covenants in any
proceeding
to enforce any such covenants. If, in any judicial proceeding,
a court
shall refuse to enforce any such separate covenant, then the
unenforceable covenant shall be modified in order to make it
acceptable to
the court
and enforced accordingly, or, if necessary, deemed eliminated
to
the extent
necessary to permit the remaining separate covenants to be
enforced.
Executive acknowledges that the remedy at law for any breach by
him of
this covenant will be inadequate and that the Company shall be
entitled
to injunctive relief for the same.
(c) Notwithstanding anything to the contrary in this Section 6,
the
provisions
of paragraph (a) of this Section 6 shall terminate and be
ineffective (whether before or after termination of Executive's
employment) from and after any Change in.
7.
Termination Of This Agreement For Certain Reasons.
(a) Either party may terminate this Agreement prior to its
stated
term in
the event of a material breach hereof by the other, provided
that
if such
breach is capable of
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5
cure, it
is not cured within 30 days of written notice thereof delivered
by the
non-breaching party to the breaching party.
(b) Executive may terminate this Agreement if his
responsibilities
and
stature as Vice Chairman and Chief Executive Officer of the
Company
are
diminished in any material respect below such responsibilities on
the
Restatement Date, and if such responsibilities and stature are
not
restored
within 15 days of written notice of diminishment thereof
delivered
to the Company.
(c) The Company may terminate this Agreement for "Cause" (as
defined
below).
(d) Termination pursuant to this Section 7 shall be by notice
in
writing
specifying such material breach or other grounds and shall be
effective
on the date said notice is deemed to be given (or such later
date
provided for in this Section 7), without prejudice to the rights
of
the party
upon whom such notice is served to contest such termination by
any
judicial means at such party's disposal.
(e) For purposes of termination of this Agreement by the
Company
pursuant
to paragraph (c), the following events shall be considered as
"Cause":
(i) unreasonable
failure by the Executive to perform his
material duties as provided in Section 3 hereof, after
he has received written notice from the Company of his
alleged failure to perform the same, and has failed
within a reasonable period of time to cure such failure;
(ii) theft,
embezzlement or misappropriation by the Executive
of any material funds or other property of the Company
or its subsidiaries; or
(iii) any conviction or a plea of nolo contendere with respect
to any felony or any other serious crime involving moral
turpitude.
8.
Termination by Executive Upon a Change in Control.
Executive
may terminate this Agreement prior to its stated term following
the occurrence of a Change in Control. Such
termination shall be by notice to
the Company in writing given during the one
hundred eighty (180) days following
such Change in Control.
9.
Payment
Upon Termination in Certain Circumstances.
(a) If this Agreement is terminated by Executive pursuant to
paragraphs
(a) or (b) of Section 7 hereof, or by the Company in breach of
this
Agreement (except as provided in Section 9(b)), Executive shall
be
entitled
to receive a cash payment equal to the greater of (x) the
present
value
(based on the Company's then current cost of senior bank
borrowings)
of his
projected salary pursuant to Section 2(a) and bonuses pursuant
to
Section
2(e) (prior to any elective deferrals or any other deductions)
and
the
deemed
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value of
all fringe benefits (and other payments pursuant to Section
2(g))
for the
balance of the term of this Agreement and (y) an amount equal to
2
times the
sum of (i) Executive's annual salary in effect at termination,
plus (ii)
the projected bonus payable to Executive in respect of the
Company's
full fiscal year ending immediately following termination, plus
(iii) the
deemed annual value of all fringe benefits being made available
to
Executive immediately prior to termination (and other payments
pursuant
to Section
2(g)). For this purpose, projected bonuses shall be determined
by
assuming that Executive qualifies for the maximum annual bonus he
is
eligible
to earn. The deemed value of fringe benefits in any calendar
year
shall
equal eight percent of such year's base salary (actual or
projected
as the
case may be). Such payment shall be payable within 10 days of
the
date of
termination.
(b) If this Agreement is terminated pursuant to Section 8 hereof,
by
the
Company in breach of this Agreement following a Change in Control,
or
by
Executive pursuant to paragraph (a) or (b) of Section 7 hereof
following
a Change in Control, Executive shall receive a cash payment
equal to 3
times the sum of (i) Executive's annual salary in effect at
termination, plus (ii) the projected bonus payable to Executive
pursuant
to Section
2(e) in respect of the Company's full fiscal year ending
immediately following termination (determined as provided in
Section 9(a))
plus (iii)
the deemed annual value (determined as provided in Section
9(a)) of all fringe
benefits (including payments pursuant to Section 2(g))
being made
available to Executive immediately prior to termination. Such
payment
shall be payable within 10 days of the date of termination,
provided
that if Executive is a "specified employee" as defined in
Section
409A of
the Internal Revenue Code of 1986, as amended (the "Code"),
such
payment
shall be payable within 5 days of the six month anniversary of
Executive's "separation from service" (within the meaning of
Section 409A
of the
Code).
(c) If this Agreement terminates by expiration at the end of
the
initial
term or any renewal term, Executive shall be entitled to receive
a
cash
payment equal to his base annual salary pursuant to Section 2(a)
in
effect
immediately prior to termination, plus an amount equal to the
maximum
annual bonus he is eligible to earn pursuant to Section 2(e).
Such
payment
shall be payable within 10 days of the date of termination,
provided
that if Executive is a "specified employee" as defined in
Section
409A of
the Code, such payment shall be payable within 5 days of the
six
month
anniversary of Executive's "separation from service" (within
the
meaning of
Section 409A of the Code).
(d) Upon termination of this Agreement, in addition to the
amounts
described
in this Section, Executive shall be entitled to receive salary,
vacation,
bonus, benefits and any other applicable compensation and
reimbursement for expenses through the date of his termination.
(e) Executive 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 the Company may have against
Executive,
nor shall the amount of any payment or benefit provided for in
this
Section 9 (or otherwise upon termination of this Agreement) be
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reduced by
any compensation earned as a result of Executive's employment
with
another employer.
(f) Anything in this Agreement to the contrary notwithstanding,
in
the event
it shall be determined that any payment made to or benefit
provided
to Executive pursuant to the terms of this Agreement or any
other
plan,
arrangement or agreement of the Company (or its subsidiaries or
affiliates) or a person affiliated with the Company (or its
subsidiaries
or
affiliates), including any acceleration of vesting or payment
(a
"Payment")
would be subject to the excise tax imposed by Section 4999 of
the Code
or any similar federal, state or local tax that may hereafter
be
imposed
(such excise tax, together with any associated interest and
penalties,
are hereinafter collectively referred to as the "Excise Tax"),
after
taking into account all other "parachute payments" received or to
be
received
on account of the relevant Change in Control that are required
to
be taken
into account under Section 280G of the Code, then the Company
shall pay
to Executive an additional payment (the "Gross-Up Payment") in
an amount
such that after payment by Executive of all taxes (including
federal,
state and local income taxes, employment taxes, Excise Tax, and
any
interest or penalties imposed with respect to such taxes),
including
any taxes
and Excise Tax imposed upon the Gross-Up Payment, Executive
retains a
net amount of the Gross-Up Payment equal to the Excise Tax
imposed
upon the Payments. It is the intention of the parties that the
Company provide
Executive with a full tax gross-up under the provisions of
this
Section 9(f) so that on a net after-tax basis, the result to
Executive
shall be the same as if the Excise Tax had not been imposed on
a
Payment.
The provisions of this paragraph shall survive termination of
this
Agreement.
(g) All determinations required to be made under Section 9(f)
(including
whether and when a Gross-Up Payment is required, the amount of
such
Gross-Up Payment and the assumptions to be utilized in arriving
at
such
determination) shall be made by Deloitte & Touche LLP, or,
if
Deloitte
& Touche LLP is the Compan
