EXHIBIT 10.11
EMPLOYMENT
AGREEMENT
Agreement, made and entered into on
the 26 day of August, 1998, by and between PULITZER INC., a
Delaware corporation with its principal offices in St. Louis,
Missouri (the “Company”), and TERRY EGGER, a resident
of the State of Missouri (“Egger”).
1. Employment. The Company will
employ Egger, and Egger will be employed by the Company, upon the
terms and conditions set forth in this Agreement.
2. Term of Employment. Egger’s
employment under this Agreement will begin immediately following
the closing (the “Closing”) of the transactions
contemplated by the Agreement and Plan of Merger dated May 25,
1998, by and among Pulitzer Publishing Company (“PPC”),
the Company, and Hearst-Argyle Television Inc., if such closing
occurs, and will continue for an initial term of three year. The
term will automatically continue for successive one-year periods
thereafter; provided, however, that either party may terminate this
Agreement at the end of the initial term or the end of any
subsequent one-year renewal term by giving at least 60 days’
prior written notice of such termination to the other
party.
3. Position, Duties and
Responsibilities. Egger will serve as a Vice President of the
Company and as general manager of the St. Louis Post Dispatch, or
in such other executive position as the Board of Directors of the
Company (the “Board”) may determine. Egger will devote
substantially all of his business time and attention to the
performance of his duties and responsibilities under this
Agreement. Egger may engage in personal, charitable, investment,
professional and other activities to the extent such activities do
not prevent him from properly fulfilling his obligations to the
Company under this Agreement.
4. Compensation.
(a) Base Salary. The Company will
pay salary to Egger at an annual rate of $240,000, in accordance
with its regular payroll practices. The Board will review
Egger’s salary at least annually. The Board, acting in its
discretion, may increase (but may not decrease) the annual rate of
Egger’s salary in effect at any time.
(b) Annual Incentive Awards. Egger
will participate in any bonus plan that may be established by the
Company on the same basis as other executives. Egger will be
eligible for an annual target incentive opportunity of 30% of
salary, increasing to 40% of salary effective January 1, 1999, on a
basis that is consistent with the annual incentive opportunity
currently afforded Egger by PPC under PPC’s executive annual
incentive plan. Annual incentive awards will be payable promptly
after the end of the year for which they are earned, subject to
deferral requirements that may be imposed by the Company in order
to preserve its income tax deduction or elective deferral
opportunities that may be afforded by the Company.
(c) Employee Benefit Programs. Egger
will be entitled to participate in such employee retirement,
pension, welfare and fringe benefit plans, arrangements and
programs of the Company as are made available to the
Company’s employees generally. Egger will be entitled to
participate in any stock option, restricted stock or other
equity-based plans or programs of the Company that are made
available to other executives of the Company. Subject to
stockholder approval of the Company’s restricted stock plan,
Egger will be awarded restricted shares of Company stock with a
value (determined at the close of business on the first trading day
following the date of the Closing) of $240,000, subject to vesting
upon completion of the stated term of this Agreement.
(d) PPC SERP. The Company will
assume the obligations of PPC to Egger for benefits accrued by
Egger under PPC’s Supplemental Executive Benefit Pension Plan
(“SERP”) prior to the Closing. After the Closing, the
Company will either assume and continue to maintain the SERP for
the benefit of its eligible employees (including Egger) or will
establish another plan or arrangement that will provide Egger with
continuing future benefits and accruals that are at least as
favorable as would have been provided under the terms of the SERP
in effect immediately prior to the Closing.
5. Reimbursement of Business
Expenses. Egger is authorized to incur reasonable expenses in
carrying out his duties and responsibilities under this Agreement,
and the Company will promptly reimburse him for all such expenses
that are so incurred upon presentation of appropriate vouchers or
receipts, subject to the Company’s expense reimbursement
policies in effect from time to time.
6. Termination of
Employment.
(a) Death. If Egger’s
employment with the Company terminates before the end of the term
by reason of his death, then, as soon as practicable thereafter,
the Company will pay to his estate an amount equal to his
“Accrued Compensation” (defined below). Egger’s
spouse and covered dependents will be entitled to continue to
participate in the Company’s group health plan(s) at the same
benefit level at which they participated immediately before
Egger’s death for a period of at least one year after
Egger’s death or, if longer, for the balance remaining in the
term of this Agreement at the time of his death, and, thereafter,
for such additional continuation period as may be available under
COBRA or under any post-retirement group health plan or arrangement
in which Egger participated prior to his death. For the purposes of
this Agreement, the term “Accrued Compensation” means,
as of any date, the amount of any unpaid salary earned by Egger
through that date, plus a pro rata amount of Egger’s target
annual incentive award for the year in which such date occurs, plus
any additional amounts and/or benefits payable to or in respect of
Egger under and in accordance with the provisions of any employee
plan, program or arrangement under which Egger is covered
immediately prior to his death.
(b) Disability. If the Company
terminates Egger’s employment by reason of Egger’s
“disability” (defined below), then Egger will be
entitled to (1) his Accrued Compensation through his employment
termination date, (2) continuing salary payments (at the rate in
effect at the time his employment terminates), reduced by any
amounts payable to him pursuant to a Company-sponsored long term
disability program, during the one-year period following the
termination of his employment, and (3) continuing participation in
the Company’s group health plan(s) at the same benefit level
at which he and his covered dependent(s) participated immediately
before the termination of his employment for a period of at least
one year after such termination or, if longer, for the balance
remaining in the term of this Agreement at the time of such
termination of employment, and, thereafter, for such additional
continuation period as may be available under COBRA or under any
post-retirement group health plan or arrangement in which Egger
participated prior to the termination of his employment by reason
of his disability. For purposes of this Agreement, the term
“disability” means the inability of Egger to
substantially perform the customary duties of his employment for
the Company for a period of at least 120 consecutive days by reason
of a physical or mental incapacity which is expected to result in
death or last indefinitely.
(c) Termination by the Company for
Cause or Voluntary Termination by Egger. If the Company terminates
Egger’s employment for “cause” (defined below) or
if Egger terminates his employment without “Good
Reason” (as defined in subsection(d) below) before the end of
the stated term that is then in effect, then Egger will be entitled
to receive his Accrued Compensation
-2-
through the date his employment
terminates, determined without regard to pro rata bonus, and
nothing more. For purposes of this Agreement, the Company may
terminate Egger’s employment for “cause” if (1)
Egger commits a felony involving moral turpitude, or (2) Egger
fails to carry out the duties and responsibilities of his
employment due to his willful gross neglect or willful gross
misconduct which cannot be cured or which, if curable, is not cured
within 30 days after receipt of written notice by the Company and a
reasonable opportunity to appeal to the Board (in person or through
a representative), provided that, in either case (1 or 2),
Egger’s conduct results in material harm to the financial
condition or reputation of the Company.
(d) Termination by the Company
Without Cause or by Egger for Good Reason. If Egger’s
employment is terminated by the Company without Cause or by Egger
for “Good Reason” (defined below), then Egger will be
entitled to receive (1) Accrued Compensation through the
termination date, (2) continued salary for a period of six months
after the termination date (or, if longer, for the balance of the
then term of this Agreement) at his annual rate of salary in effect
immediately prior to the termination date, (3) a single sum payment
in an amount equal to 40% of the highest annual rate of salary in
effect before the termination date (or, if higher, the highest
annual incentive award paid or payable to Egger for any of the
three preceding years (including, for this purpose, employment with
PPC) multiplied by the number of years (including fractions of a
year) covered by the period described in (2), (4) continued
participation in the Company’s group health plan(s) at the
same benefit level at which he and his covered dependent(s)
participated immediately before the termination of his employment
for a period of at least one year after such termination or, if
longer, for the balance remaining in the term of this Agreement at
the time of such termination of employment, and, thereafter, for
such additional continuation period as may be availab
