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This Separation
Agreement (this “ Agreement
”)
by and between Journal Register Company, a Delaware corporation
(the “ Company
”)
and Robert M. Jelenic (the “ Executive
”), is dated
as of October 12, 2007.
WHEREAS, the
Executive has been serving the Company as its Chairman and Chief
Executive Officer and is party to an Amended and Restated
Employment Agreement with the Company dated September 27, 2006 (the
“ Employment
Agreement ”);
and
WHEREAS, the
Company and the Executive have agreed that it is in the best
interests of the Company and the Executive for the Executive to
resign, and they wish to set forth their mutual agreement as to the
terms and conditions of such resignation;
NOW,
THEREFORE, the Company and the Executive hereby agree as
follows:
1.
Resignation
.
Effective as of November 1, 2007 (the “ Resignation
Date ”), the
Executive hereby resigns from his employment with the Company, from
his position as a member of the Board of Directors of the Company,
and from all other positions he holds as an officer or member of
the board of directors of any of the Company’s subsidiaries
or affiliates (the Company and all of its subsidiaries and
affiliates are hereinafter referred to collectively as the
“ Affiliated
Entities ”).
2.
Compensation
Matters .
(a)
Severance
Payment . Subject to the
Executive’s execution and non-revocation of the release of
claims set forth in Section 5 hereof and of the release of claims
contemplated by Section 5(e) hereof (the “
Final
Release ”), the
Company shall, as soon as practicable following the six-month
anniversary of the Resignation Date, pay to the Executive a lump
sum in cash of $4,763,909 (plus interest thereon from the
Resignation Date through the six-month anniversary thereof (such
six-month period, the “ 409A Delay
Period ”) at the
applicable federal rate (the “ Applicable Federal
Rate ”) provided
for in Section 7872(f)(2)(A) of the Internal Revenue Code of 1986
(the “ Code
”)).
(b)
Benefits
Continuation . Until the third
anniversary of the Resignation Date, the Company shall continue to
provide the Executive and his family with employee life, group
life, accidental death or dismemberment and disability insurance
benefits on the same terms and conditions as provided to the
Executive as of the Resignation Date or as in effect from time to
time, as if the Executive had remained employed during that period,
subject to the Executive’s payment of such employee
contributions, co-payments and similar charges;
provided
,
however
, that
(i) in no event shall the amount of the Executive’s premium
payments under this sentence be determined on terms less favorable
than the most favorable terms provided to any senior executive
officer of the Company, (ii) such continued benefits shall become
secondary to the extent the Executive becomes re-employed and
becomes eligible for substantially comparable benefits from another
employer, and (iii) in the event that it is determined that receipt
of any such continued benefit during the 409A Delay Period would
subject the Executive to taxation under Section 409A of the Code,
the Executive shall pay all premiums with respect to the applicable
benefit during the 409A Delay Period, and shall be reimbursed by
the Company as soon as practicable following the conclusion of the
409A Delay Period for all payments so made (plus interest thereon
from the applicable payment date through
the conclusion of
the 409A Delay Period at the Applicable Federal Rate). Until the
third anniversary of the Resignation Date, the Company shall
continue to (x) provide the Executive with use of his Company-owned
automobile (the “ Car
”)
on the same terms and conditions as provided to the Executive as of
immediately prior to the Resignation Date and related insurance
coverage, and (y) pay the Executive’s dues payments at the
Jasna Polana Country Club (the “ Club
”)
with respect to which it currently pays such dues,
provided
, that
the Executive shall pay all dues to the Club with respect to the
409A Delay Period, and shall be reimbursed by the Company as soon
as practicable following the conclusion of the 409A Delay Period
for all payments so made (plus interest thereon from the applicable
payment date through the conclusion of the 409A Delay Period at the
Applicable Federal Rate), and, provided
,
further
, that
the Executive shall pay the Company a quarterly premium of $3000 to
lease the Car during the 409A Delay Period, payable quarterly in
arrears, and shall be reimbursed by the Company as soon as
practicable following the conclusion of the 409A Delay Period for
all payments so made (plus interest thereon from the applicable
payment date through the conclusion of the 409A Delay Period at the
Applicable Federal Rate).
(c)
Lifetime Medical
Benefits . Following the
Resignation Date, the Company shall provide the Executive and his
spouse with the following benefits (the “
Post-Retirement
Health Benefits ”) during the
remaining lifetime of the Executive and the remaining lifetime of
the Executive’s surviving spouse (if he has a surviving
spouse): (x) health benefits (including medical, prescription,
dental and vision coverage, if and to the extent applicable) with
similar coverage to the coverage provided to the Executive as of
the Resignation Date, which may be made under the plans provided to
the Company’s executive officers, or (y) benefits under
separate arrangements that provide coverage similar to the health
benefits described in clause (x), taking into account in
determining similarity the benefits provided and the costs and tax
consequences to the Executive and his spouse. The Executive’s
percentage contribution toward the cost of the Post-Retirement
Health Benefits shall be the same percentage contribution as in
effect on the Resignation Date. In all cases, the Post-Retirement
Health Benefits shall be made secondary to any other benefits to
which the Executive and his spouse may be entitled under another
employer-provided plan or a governmental plan such as Medicare. The
amount of Post-Retirement Health Benefits provided in any given
calendar year shall not affect the amount of Post-Retirement Health
Benefits provided in any other calendar year, and the
Executive’s (and his spouse’s) right to Post-Retirement
Health Benefits may not be liquidated or exchanged for any other
benefit. The parties anticipate that the Post-Retirement Health
Benefits will initially be provided through COBRA coverage (without
payment for the 2% administrative surcharge), and thereafter be
provided either through a insurance policy or by adding the
Executive to a self-funded retiree medical plan sponsored by a
subsidiary of the Company. Within 90 days of the Resignation Date,
the Company will provide the Executive with an outline of the
current benefit program and an overview of the Company’s
intended plan of implementation of the Post-Retirement Health
Benefits.
(d)
Equity Compensation
Awards . In consideration
of the Executive’s promises set forth in Section 4(a) below,
the Company hereby agrees that, effective as of the date the Final
Release becomes irrevocable, (i) the 192,500 restricted stock units
previously granted to the Executive shall vest in full and be
settled for shares of Company common stock, and (ii) all
outstanding stock options held by the Executive shall remain
exercisable until the earlier of (x) the expiration of the original
term of the applicable option or (y) the third anniversary of the
Resignation Date (such stock options shall otherwise be governed by
the terms of the applicable plan and award agreement pursuant to
which they were granted).
(e)
Vested
Benefits . Within 15 days
following the Resignation Date, the Company shall pay the Executive
any accrued but unpaid base salary and vacation pay, and, within 30
days of the Resignation Date (or, if later, of the date of
submission of the actual invoice), shall reimburse the Executive in
accordance with the Company’s policies for any reimbursable
expenses incurred through the Resignation Date. The Company
acknowledges that the Executive will have 36 days of accrued but
unpaid vacation as of the Resignation Date (less any vacation days
used between the date hereof and the Resignation Date). Nothing in
this Agreement shall prevent or limit the Executive’s
continuing or future participation in any plan, program, policy or
practice provided by the Company or the Affiliated Entities and for
which the Executive may qualify (including, without limitation, the
Company’s 401(k) Savings and Retirement Plan for West State
Street Employees and 401(k) Excess/Deferred Compensation Plan), nor
shall anything herein limit or otherwise affect such rights as the
Executive may have under any other contract or agreement with the
Company or the Affiliated Entities, in each case, except to the
extent modified by this Agreement. Amounts that are vested benefits
or that the Executive is otherwise entitled to receive under any
plan, policy, practice or program of or any other contract with the
Company or the Affiliated Entities (including, without limitation,
the Company’s 401(k) Savings and Retirement Plan for West
State Street Employees and 401(k) Excess/Deferred Compensation
Plan) at or subsequent to the Resignation Date shall be payable in
accordance with such plan, policy, practice or program or contract
or agreement, except to the extent modified by this
Agreement.
(f)
Secretarial
Benefits . Until December
31, 2009, the Company shall provide the Executive with continued
secretarial and information technology support from the individuals
who were serving as the Executive’s secretary and information
technology support immediately before the Resignation Date, or from
a suitable replacement(s) on the Company’s payroll if such
individual(s) cease(s) to be employed by the Company or the
Executive and the Company agree to another suitable replacement, in
any case at no charge to the Executive.
(g)
Transfers of
Ownership . As soon as
practicable following the Resignation Date, the Company shall (i)
sell to the Executive, for $1.00 each, the Company-owned personal
computer, printer and fax machine and other similar items being
used by the Executive immediately before such date (provided that
the Company may arrange for removal from the hard drive of said
computer any of its proprietary software and confidential and
proprietary information), and (ii) transfer to the Executive, for
$1.00, the Club membership held by the Company. As soon as
practicable following the third anniversary of the Resignation
Date, the Company shall sell the Car to the Executive for
$1.00.
(h)
Split
Dollar Insurance Arrangement . In consideration
of the Executive’s promises set forth in Sections 4 and 5
herein, the Company hereby agrees that it will not exercise its
discretion pursuant to Section 6 of the Split Dollar Agreement
between the Company and the Executive, dated January 1, 2001, to
terminate such agreement, provided
, that
the Executive acknowledges that the foregoing shall in no way
constitute a waiver of the Company’s right to receive a
return of the cash surrender value or insurance proceeds, as
applicable, thereunder (up to the amount of premium paid by the
Company) upon the ultimate termination or settlement of the
underlying insurance policy. The Executive shall have the right to
maintain the insurance provided under the Split Dollar Agreement at
his sole cost and expense following the Resignation Date, as well
as the right to terminate the insurance arrangement at any time.
The Executive further acknowledges that by mutual agreement the
Company in 2001
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ceased to pay any
premiums on the insurance policy that is the subject of such
arrangement, and that the Company has no further obligations to
make any such premium payments.
(i)
Waiver
Payment . In consideration
of the Executive’s waiver of certain outplacement and
perquisite benefits to which the Executive would otherwise be
entitled under the Employment Agreement, the Company shall, as soon
as practicable following the conclusion of the 409A Delay Period,
pay $55,000 (plus interest thereon from the Resignation Date
through the conclusion of the 409A Delay Period at the Applicable
Federal Rate) to the Executive.
3.
Consulting and
Cooperation . The Executive
shall make himself available to render consulting services to the
Company from the Resignation Date through the third anniversary
thereof, as may be reasonably requested by the Company at mutually
convenient times and places; provided
, that
in no event shall the Executive be required to provide consulting
services in excess of 10 hours per month (it being understood that
in the event that the Company desires additional hours, the Company
and Executive will in good faith negotiate an appropriate rate of
compensation for such additional hours). The Executive shall make
himself reasonably available to the Company following the
Resignation Date to assist the Affiliated Entities, as may be
reasonably requested by the Company at mutually convenient times
and places, with respect to pending and future litigations,
arbitrations, governmental investigations or other dispute
resolutions relating to matters that arose during the
Executive’s employment with the Company. The Company will
reimburse the Executive at a reasonable rate of compensation
determined in good faith for assistance provided pursuant to the
preceding sentence. The Company will reimburse the Executive for
all reasonable expenses and costs he may incur as a result of
providing assistance under this Section 3, upon
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