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Exhibit
10.14
EMPLOYMENT
AGREEMENT
This Agreement is made as of
February 27, 2007, between Gannett Co., Inc., a Delaware
corporation (“Gannett”), and Craig A. Dubow
(“Dubow”).
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 Chairman, President and Chief
Executive Officer or 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 set forth above and shall expire on December 31, 2009,
provided that on December 31, 2007, and on each subsequent
anniversary thereof, the term shall be deemed to have been extended
by the parties for an additional one-year period, until either
party gives notice, not less than 90 days prior to
December 31, 2007, or an anniversary thereof, of a decision
not to extend for an additional one-year period.
3. Compensation .
During the term of Dubow’s employment, Gannett shall pay him
a base salary at the rate of $1,200,000 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 intentional, non-incidental 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; or
(4) conviction of Dubow of a felony.
(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) 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, Dubow’s estate
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 greater of (i) his most recent annual
bonus as of the date of his death or (ii) the average of his
three most recent annual bonuses as of the date of his death, and
(2) all stock options, restricted stock units and any
time-based equity awards granted to Dubow shall vest in full on the
date of his death and the stock options and any stock appreciation
rights granted on or after July 15, 2005 shall be exercisable
by his estate, or by a person who acquires the right to exercise
the stock options or stock appreciation rights by bequest or
inheritance or by reason of his death, for the lesser of the
remaining term thereof or four years. The cash payment described in
clause (c)(1) is 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”) and shall be
made to Dubow’s estate in a lump sum within 30 days after
Dubow’s death if the Release becomes effective and
non-revocable or, if not made then, within seven (7) days
after the Release becomes effective and non-revocable.
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(d) If this Agreement is
terminated pursuant to Section 5(a)(ii) hereof, (1) in
addition to any other benefits under the plans, programs, practices
and policies relating to disability as are applicable to Dubow as
of the date his employment terminates (the “Termination
Date”), Dubow shall be entitled to receive a cash payment
equal to two times the sum of (a) his Base Salary as in effect
on his Termination Date and (b) the greater of (i) his
most recent annual bonus as of the Termination Date or
(ii) the average of his three most recent annual bonuses 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, restricted stock
units and any time-based equity awards granted to Dubow shall vest
in full on the Termination Date and the stock options and any stock
appreciation rights granted on or after July 15, 2005 shall be
exercisable for the lesser of the remaining term thereof or four
years. The cash payment described in clause (d)(1) is conditioned
upon and subject to Dubow or his representatives executing the
Release and shall be made in a lump sum within 30 days after the
Termination Date if the Release has become effective and
non-revocable or, if not made then, within seven (7) days
after 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 without his
consent, each of which shall constitute a “good reason”
for such termination; provided, that the events described in
clauses (b), (d) and (e) 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 Chairman, President and Chief Executive Officer (or
such other senior executive position as Dubow may have 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.
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(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.
(e) Gannett materially
breaches this Agreement.
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 Dubow’s term of employment 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 Dubow’s term of employment
expires by reason of Gannett failing to extend it and Dubow ceases
employment upon expiration of the term, 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 if the Release has become effective and non-revocable or, if
not made then, within seven (7) days after 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 greater of
(A) his most recent annual bonus as of the Termination Date or
(B) the average of his three most recent annual bonuses as of
the Termination Date. 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 stock options,
restricted stock units and any time-based equity awards granted to
Dubow shall vest in full on the Termination Date and the stock
options and any stock appreciation rights granted on or after
July 15, 2005 shall be exercisable for the lesser of the
remaining term thereof or four years; and
(d) Within 30 days after the
Termination Date if the Release has become effective and
non-revocable or, if not made then, within seven (7) days
after the Release has become effective and non-revocable, Dubow
shall receive a payout of his awards under Gannett’s Long
Term Incentive Plan (“LTIP”) or any replacement plan or
arrangement. The number of Performance Shares and the amount of
Cash-Based Performance Units earned by Dubow under the
LTIP
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shall be determined as if
Gannett’s performance for the Performance Period was at the
Threshold Performance Level for the entire Performance Period (as
such capitalized terms are defined under the LTIP); and
(e) 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.
8. Miscellaneous
Additional Benefits .
(a) Active Employment
Benefits . Dubow shall be entitled to receive during his period
of active full-time employment with Gannett the following
benefits:
(i) Customary Executive
Benefits . All benefits, facilities or privileges, in
comparable amounts and under comparable terms and conditions, as
are made available during such period to any other senior executive
of Gannett other than sign-on bonuses and similar one-time
benefits.
(ii) Stock Options and
Restricted Stock Units . All Gannett stock options, restricted
stock units and any time-based equity awards granted to Dubow on or
after July 15, 2005 shall become fully vested within four
years from the date of grant and, with respect to a termination of
his employment for any reason other than for good cause as defined
in Section 5(a)(iii), shall vest in full on the Termination
Date and the stock options and any stock appreciation rights shall
be exercisable for the lesser of the remaining term thereof or four
years.
(b) Post-Employment
Benefits . After Dubow ceases full-time active employment
(whether before or after reaching his normal retirement date) for
any reason other than good cause as defined in
Section 5(a)(iii), h
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