EXHIBIT 10.24
EXECUTIVE
RESIGNATION AGREEMENT
WHEREAS,
Lee Enterprises,
Incorporated (hereinafter “Lee”) is the employer;
and
WHEREAS,
Michael E. Phelps
(hereinafter “Phelps”) is presently employed by Lee;
and
WHEREAS,
Phelps desires to
resign, effective October 3, 2005, from the position of Vice
President - Publishing of Lee and as an officer and director of any
Lee Subsidiary or Affiliate; and
WHEREAS,
Phelps desires to
resign from all employment with Lee on November 14, 2005;
and
WHEREAS,
Lee hereby accepts
said resignations; and
WHEREAS,
Lee and Phelps
desire to set forth certain agreements with respect to
Phelps’ employment and his resignation from employment with
Lee.
NOW,
THEREFORE, in consideration of the mutual
promises herein contained in this Executive Resignation Agreement
(the “Agreement”) and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, it is hereby agreed as follows:
1.
Resignation
and Benefits . Phelps hereby resigns, effective
October 3, 2005, from the position of Vice President -
Publishing of Lee and as an officer and director of any Lee
Subsidiary or Affiliate and Lee hereby accepts such resignation.
The compensation set forth in paragraph 2 shall be in satisfaction
of, and Phelps waives all rights to or in respect of, any salary or
other compensation or perquisite, whether or not fully earned,
accrued or vested at the effective date of this Agreement. This
includes but is not limited to accrued and unused vacation, and for
all claims which are capable of assertion as a consequence of or in
connection with his employment or resignation from employment.
Except as specifically noted in paragraph 2, all benefits, plans
and programs, including, without limitation, salary, bonus,
deferred compensation, restricted stock, life insurance, medical
and dental insurance, memberships, automobile rentals and all other
perquisites or arrangements, whether vested or contingent at the
effective date of this Agreement, shall be terminated and forfeited
by Phelps. Phelps shall have the right to convert his status in
such Lee benefits as may be provided under the benefit plan
documents or by federal or state statute to a resigning executive
of Lee.
2.
General
Newspaper Executive . Phelps hereby accepts,
effective October 3, 2005 through November 14, 2005 (the
“Term”), the position of General Newspaper Executive to
provide such consultation, advice and assistance in the operation
of Lee’s newspaper business as shall be required,
consistent
with the provisions of this
Agreement, by Greg Veon, Vice President-Publishing, his successor
or his designee. Phelps hereby agrees to make himself available to
Lee for such consultation, advice and assistance as reasonably
necessary to complete his assignments hereunder through
November 14, 2005, when his employment by Lee will end (the
“Termination Date”), without further action on the part
of Phelps or Lee. The terms of his employment are:
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a.
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During the Term, Phelps shall
be allowed to participate in the following Lee benefits:
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(1)
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Medical, Dental, Life, and
Disability Insurance Plans;
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(2)
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Flexible Spending Accounts;
and
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(3)
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Retirement Account Plan and
Supplementary Benefit Plan.
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b.
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Phelps’ base monthly
salary shall be $14,625 for the month of October, and $9,750
prorated from November 1, 2005 through the Termination
Date.
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c.
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Phelps shall be eligible to
receive a bonus for Fiscal Year 2005, based upon his attainment of
the key result areas established for Phelps for such year and set
forth in his KRA goals, subject to approval of Lee’s
Executive Compensation Committee, and payable when such bonuses are
paid to other Lee employees on approximately November 30,
2005. Phelps shall receive no bonuses for subsequent fiscal
years.
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d.
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At any time prior to 30 days
after the Termination Date, Phelps may exercise, under existing Lee
Incentive Stock Options Agreements, such vested Lee stock options
as he holds on the Termination Date.
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e.
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During the Term, Phelps agrees
to be available to answer questions that Lee may have regarding
matters which were under his care and control during the period of
his employment.
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3.
Release of Claims . In exchange for the
benefits extended in this Agreement to Phelps by Lee, Phelps agrees
not to file a complaint with any municipal, state, or federal
agency, covenants not to sue, and releases and discharges Lee, any
of its Subsidiaries and Affiliates, and their officers, directors,
trustees, employees, agents, and anyone acting on its behalf, and
all other Persons (collectively, for purposes of this paragraph,
“Lee”) from any and all claims, damages or causes of
action, known or unknown, arising out of, or in any connection with
or relating to Phelps’ employment with, compensation due
from, or resignation or termination of employment from Lee or any
other claim resulting from any act or omission by or on the part of
Lee committed or omitted prior to the signing of this Agreement.
This release includes, but is not limited to, claims of breach of
contract, with the exception of any breach of this Agreement,
wrongful discharge, concert of action, conspiracy, bad faith,
impairment of economic opportunity, intentional infliction of
emotional harm, any other tort, any claim for salary or benefits
(other than set forth above), claims under the Age Discrimination
in Employment Act, the
Americans With Disabilities
Act, Title VII of the Civil Rights Act of 1964, the Employment
Retirement Income Security Act (“ERISA”) as amended, 29
U.S.C. § 1001 et seq., the Consolidated Omnibus Budget
Reconciliation Act (“COBRA”), the Iowa Civil Rights
Act, and any other federal, state or local statute, Executive Order
or ordinance prohibiting employment discrimination and/or
regulating employee benefits in any manner; any Family and Medical
Leave Act violations, or otherwise on the basis of race, sex,
sexual harassment, mental or physical handicap or disability, age,
marital status or any other form of discrimination.
4.
Indemnification . Provided that Phelps
does not breach any provisions of this Agreement, Phelps will
continue to be entitled to indemnification from Lee, as and to the
extent provided in its Certificate of Incorporation or By-laws, or
in its Indemnification Agreement with Phelps dated
February 21, 2000, with respect to acts occurring while he was
or is an officer or employee of, or consultant to Lee, or performed
services for any employee benefit plan of Lee, and Phelps will
continue to be entitled to coverage with respect to such acts to
the extent afforded under any liability insurance maintained by Lee
for the general benefit of its employees, officers and
directors.
5.
Confidential Information .
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(a)
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During the course of his
employment with Lee, Phelps acknowledges that he has received or
had access to information, whether or not in writing, considered by
Lee, its Subsidiaries or Affiliates (collectively, for purposes of
this paragraph 5, “Lee”), to be confidential or
proprietary information. The types of information that may have
been treated and reasonably maintained as confidential by Lee
include marketing information, design information, technology,
financial and pricing information, data, specifications, trade
secrets, inventions, processes, systems, programs, methods,
techniques, products, research, customer lists or identities, and
customer information, all of which are either owned by Lee or used
in the course of its business, and are not readily ascertainable by
proper means by others outside of Lee. Such information is
collectively referred to below as “Confidential
Information.” All Confidential Information is to be
considered secret and heretofore or hereafter disclosed to and kept
by Phelps in confidence and shall never be disclosed by
Phelps.
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(b)
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Phelps agrees that all
records, files, drawings, documents, equipment, memoranda, notes,
computer discs, magnetic media, and other materials relating to
Lee’s business or Confidential Information which he has, or
shall have prepared, used, or obtained as a result of his
employment with Lee, shall be
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