EXHIBIT 10.13
PULITZER INC.
EXECUTIVE TRANSITION
AGREEMENT
WITH TERRANCE C.Z.
EGGER
AGREEMENT made as of the 1st day of
January, 2002, by and between PULITZER INC. (“Company”)
and TERRANCE C.Z. EGGER (“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.
(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 without
Cause or by Executive for Good Reason. If Executive’s
employment is terminated by Company or an Affiliate without Cause
or by the Executive for Good Reason, then Executive shall be
entitled to receive the following payments and benefits:
(i) Accrued Compensation;
(ii) Pro Rata Bonus;
(iii) 1.5 times Salary & Bonus,
which amount shall be payable to Executive in equal monthly (or, at
the op
