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EXHIBIT 10.14
The Pulitzer Publishing Company
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October 21, 1986
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Dear ▇▇▇▇▇:
This letter will confirm the mutual agreement between you and
The Pulitzer Publishing Company (the "Company") regarding your provision of
consulting services to the Company:
1. From January 1, 1986 through December 31, 1986 (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 or the President of the Company; 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
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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.
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 your 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, $50,000 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.
Notwithstanding the foregoing, for 1986 $41,668 will be paid on the execution of
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this agreement and $4,166 will be paid for each of November and December.
(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 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
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Company and its subsidiaries. For this purpose, employment with American City
Business Journals shall not violate this agreement.
6. 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
your residence in Rye, New York.
7. 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.
8. 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.
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,
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/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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