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EXHIBIT 10.25
Pulitzer Inc.
000 Xxxxx Xxxxxx Xxxxxxxxx
Xx. Xxxxx, Xxxxxxxx 00000
March __, 1999
Xx. Xxxxx X. Xxxxx
Dear Xxxxx:
This letter will confirm the mutual agreement between you and
Pulitzer Inc. (the "Company") regarding your provision of consulting services to
the Company:
1. From the date hereof through December 31, 1999 (the
"Consulting Period"), you agree to provide consulting and advisory services to
the Company and its subsidiaries as requested by the Chairman of the Board of
Directors; provided, however, that any such request will not interfere with your
normal business activities. Such services generally will consist of providing
managerial advice regarding the business operations of the Company and its
subsidiaries and general business advice regarding long-term strategic planning,
and may be rendered at the Company's office in St. Louis, Missouri, or at any
other mutually agreeable location. The Consulting Period will be extended
automatically on a year-to-year basis unless a party furnishes written notice to
the other party of its intent to terminate this agreement not later than
December 1 of any calendar year.
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2. During the Consulting Period, the Company's management will
use its best efforts to cause you to be a member of the Board of Directors, the
Long-Range Planning Committee, the Executive Committee and the Compensation
Committee, and will include you on the management slate for election as a
director at every stockholder's meeting at which you term as a director would
otherwise expire. For such service, you will receive the fees, including
reimbursement for expenses, payable to an outside director of the Company or to
members of any such committee, as applicable.
3. In consideration of your services as a consultant as
described under paragraph 1, the Company will pay compensation to you as
described below:
(a) The Company will pay you, on a monthly basis, $147,000 per
calendar year. Payments will be made within ten days after the last business day
of the month during which such consulting services are performed.
(b) Upon the presentation of receipts and other proper
documentation, the Company will reimburse you, as soon as practicable, for all
ordinary and necessary business expenses incurred by you while providing
consulting services to the Company.
(c) The Company will make available suitable office space and
secretarial services at its St. Louis office as you may reasonably require from
time to time in order to provide consulting services.
4. Notwithstanding paragraph 1, the Consulting Period and the
mutual obligations between you and the Company as described herein will
terminate upon your death or disability. For this purpose, "disability" means a
mental or physical condition as determined by the
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Board of Directors of the Company which prevents you from providing the
consulting services described under paragraph 1 for six consecutive calendar
months.
5. During the Consulting Period, you will not be precluded
from accepting employment with an employer unrelated to the Company and its
subsidiaries or from engaging in any business or other consulting arrangements;
provided, however, such other employment, business or arrangement must not be
competitive with any business of the Company and its subsidiaries. For this
purpose, employment with American City Business Journals shall not violate this
agreement.
6. During the Consulting Period, you will be entitled to
medical benefits in accordance with the prior arrangements between you and
Pulitzer Publishing Company.
7. Any notice described herein will be sent to the Company, if
applicable, at its office in St. Louis, Missouri, and to you, if applicable, at
8. The mutual obligations described herein will be binding on
and inure to the benefit of the Company and any successor-in-interest to the
Company and be binding on and inure to the benefit of, and be enforceable by,
you and your personal or legal representative and heirs.
9. The mutual obligations described herein may not be
modified, except by a written instrument signed by you and the Company, and will
be construed in accordance with the laws of the State of Missouri.
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If the foregoing provisions correctly describe the agreement
between you and the Company regarding your performance of consulting services
for the Company, please sign and return the enclosed copy of this letter.
Sincerely,
Xxxxxx X. Xxxxxxxxx
President and Chief Executive Officer
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Xxxxx X. Xxxxx
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