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EXHIBIT 10.63
PULITZER INC.
EXECUTIVE TRANSITION AGREEMENT
WITH JAMES V. MALONEY
AGREEMENT made as of the 1st day of January, 2002, by and
between PULITZER INC. ("Company") and JAMES
V. MALONEY ("Executive").
1. Background. Company maintains a transition/severance program
for
eligible executive employees. The program
is administered by the Compensation
Committee of Company's Board of Directors
("Committee"). The Committee has
designated Executive as eligible to
participate in the program, subject to the
terms and conditions of this Agreement.
2. Certain Defined Terms. The following terms shall have the
following
meanings when used in this Agreement.
(a) "Accrued Compensation" means, as of any date, (1) the
unpaid amount, if any, of Executive's
previously earned base salary or
commissions, (2) the unpaid amount, if any,
of Executive's accrued bonus for the
preceding year, and (3) additional
entitlements of Executive, if any, under the
terms of any employee plan, program or
arrangement of Company or an Affiliate
(other than this Agreement).
(b) "Affiliate" means an entity at least 50% of the voting,
capital or profits interests of which are
owned directly or indirectly by
Company.
(c) "Benefit Continuation Coverage" means continuing group
health and group life insurance coverage
for Executive and, where applicable,
Executive's covered spouse and covered
eligible dependents for a specified
period following the termination of
Executive's employment with Company and its
Affiliates at the same benefit and
contribution levels in effect immediately
prior to such termination of employment. If
such continued coverage is not
permitted by the applicable plan or by
applicable law, the Executive will be
entitled to cash payments sufficient to
reimburse Executive and/or Executive's
covered spouse and covered eligible
dependents, on an after tax basis, for the
reasonable cost of comparable individual or
other replacement coverage through
the end of such period. The period of
Benefit Continuation Coverage will be
subject to early termination if and when
the Executive becomes entitled to
comparable coverage from another employer.
The group health part of Benefit
Continuation Coverage will be in addition
to and not in lieu of COBRA
continuation coverage.
(d) "Board" means the Board of Directors of Company.
(e) "Cause" means (1) the commission of a felony involving
moral turpitude, (2) the willful and
repeated failure or refusal to carry out
the material responsibilities of
Executive's employment with Company or an
Affiliate, or (3) any other willful
misconduct or pattern of behavior which has
had or is reasonably likely to have a
significant adverse effect on Company or
an Affiliate, all as determined by the
Board acting in its sole discretion.
Notwithstanding the preceding sentence, if
there is a written employment
agreement then in effect between Executive
and Company or an Affiliate that
defines the term "cause" (or a term of like
import) in a similar context, then
the term Cause, as used in such context
herein, shall have the meaning ascribed
to such term under Executive's employment
agreement.
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(f) "Change in Control" means the occurrence of any of the
following after January 1, 2002:
(i) any person (within the meaning of Section
13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934,
as amended ("Exchange Act")) becomes the beneficial owner
(within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 40% or more of the combined voting power of
the then outstanding voting securities of Company, other than
(1) a person who is the beneficial owner of shares of Class B
Common Stock of Company, or (2) as a result of inheritance;
(ii) a consolidation, merger or reorganization
involving Company, unless (1) the stockholders of Company
immediately before such consolidation, merger or
reorganization own, directly or indirectly, at least a
majority of the combined voting power of the outstanding
voting securities of the corporation resulting from such
consolidation, merger or reorganization, (2) individuals who
were members of the Board immediately prior to the execution
of the agreement providing for such consolidation, merger or
reorganization constitute a majority of the board of directors
of the surviving corporation or of a corporation directly or
indirectly beneficially owning a majority of the voting
securities of the surviving corporation, and (3) no person
beneficially owns more than 40% of the combined voting power
of the then outstanding voting securities of the surviving
corporation (other than a person who is (A) Company or a
subsidiary of Company, (B) an employee benefit plan maintained
by Company, the surviving corporation or any subsidiary , or
(C) the beneficial owner of 40% or more of the combined voting
power of the outstanding voting securities of Company
immediately prior to such consolidation, merger or
reorganization);
(iii) individuals who, as of January 1, 2002,
constitute the entire Board (the "Incumbent Board") cease for
any reason to constitute a majority of the Board, provided
that any individual becoming a director subsequent to January
1, 2002 whose election, or nomination for election by
Company's stockholders, was approved by a vote of at least
two-thirds of the directors then comprising the Incumbent
Board shall be considered as though such individual were a
member of the Incumbent Board;
(iv) approval by the stockholders of Company of a
complete liquidation or dissolution of Company, or a sale or
other disposition of all or substantially all of the assets of
Company (other than to an entity described in (f)(ii) above;
or
(v) any other event or transaction which the Board,
acting in its discretion and with a view toward carrying out
the purposes of the Plan, designates is a Change in Control.
Notwithstanding the foregoing, if there is
a written employment or other
agreement then in effect between Executive
and Company or an Affiliate that
defines the term "change in control" or
a
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term of like import in a similar context,
then, for the purposes of applying the
provisions hereof, the term Change in
Control, as used in such context herein,
shall have the meaning ascribed to such
term under such agreement.
(g) "Code" means the Internal Revenue Code of 1986, as
amended.
(h) "Committee" means the Compensation Committee of the Board.
(i) "Company" means Pulitzer Inc., a Delaware corporation, and
any successor thereto.
(j) "Disability" means the inability of Executive to
substantially perform the customary duties
and responsibilities of Executive's
employment with Company or an Affiliate 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.
(k) "Good Reason" means the occurrence of any of the following
without the written consent of Executive:
(1) a material diminution by Company
or an Affiliate of Executive's duties or
responsibilities in a manner which is
inconsistent with Executive's position or
which has or is reasonably likely to
have a material adverse effect on
Executive's status or authority; (2) a
material diminution of Executive's working
conditions (including, without
limitation, relocation by more than 50
miles of Executive's principal place of
business); or (3) a reduction by Company or
an Affiliate of Executive's rate of
salary or annual incentive opportunity or a
breach by Company or any of its
Affiliates of a material provision of any
written employment or other agreement
with Executive which is not corrected
within 15 days following notice thereof by
Executive to Company. Notwithstanding the
preceding sentence, if there is a
written employment agreement then in effect
between Executive and Company or an
Affiliate that defines the term "good
reason" (or a term of like import) in a
similar context, then, for the purpose of
applying the provisions hereof, the
term Good Reason as used in such similar
context herein, shall have the meaning
ascribed to that term under such employment
agreement.
(l) "Pro Rata Bonus" means Executive's target bonus under
Company's executive incentive compensation
plan for the fiscal year of the
Company in which Executive's employment is
terminated (or, if greater, the
actual bonus earned by Executive under that
plan for the preceding year)
multiplied by a fraction, the numerator of
which is the number of days from the
beginning of the fiscal year through the
termination date, and the denominator
of which is the total number of days in the
fiscal year.
(m) "Salary & Bonus" means, as of the effective date of the
termination of Executive's employment with
Company and its Affiliates, the sum
of: (1) Executive's highest annual rate of
salary at any time during the
preceding 24 months, and (2) Executive's
average annual bonus under Company's
executive incentive compensation plan for
the preceding three fiscal years (or
such lesser number of full fiscal years of
Executive's employment with Company
and/or an Affiliate). If Executive's
employment terminates during the same
fiscal year of Company in which such
employment begins, then the bonus component
of Executive's Salary & Bonus will be
Executive's annualized target bonus for
such year.
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3. General Severance Protection - No Change in Control. Subject to
the
provisions hereof, including, without
limitation, Section 7 (relating to
non-duplication of payments and benefits
provided under other agreements and
arrangements) and Section 8 (relating to
the execution and delivery of a release
as a condition of Executive's (or a
beneficiary's) entitlement to payments and
benefits hereunder), upon the termination
of Executive's employment with Company
and its Affiliates, other than a
termination of employment in conjunction with a
Change in Control to which Section 4
applies, Executive (or Executive's
beneficiary, as the case may be) will be
entitled to receive the applicable
severance payments and benefits set forth
in this Section.
(a) Termination by Company or an Affiliate without Cause. If
Executive's employment is terminated by
Company or an Affiliate without Cause,
then Executive shall be entitled to receive
the following paymen
