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EXHIBIT 10.20
[TIMES MIRROR LETTERHEAD]
December 22, 1999
PERSONAL AND CONFIDENTIAL
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Dear ▇▇▇:
This letter will confirm our previous discussions and shall constitute the
agreement ("Agreement") reached with you concerning the terms and conditions
under which your active status with The Times Mirror Company (the "Company")
will cease, and the benefits and payments which you will receive from the
Company during a leave of absence and upon the termination of your employment.
This Agreement and the benefits and payments described in it are conditioned
upon your execution of and compliance with the terms and conditions set forth in
this Agreement.
1. Employment Status: Before the end of 1999, by executing a letter of
resignation, you will relinquish the titles and duties of Executive Vice
President and Chief Financial Officer, as well as any other positions you
may hold within the Company, any of its subsidiaries and affiliates,
including assignments to any committees, and any positions you may hold
with other entities in which you are acting on behalf of the Company.
Effective the close of business on December 27, 1999 (the "Effective
Date") regardless of whether you become disabled prior to such date, your
active employment with the Company will terminate and you will be placed
on an unpaid leave of absence ("Leave of Absence"). Regardless of your
employment with another employer, your employment with the Company, as
well as the Leave of Absence, will terminate on the earlier of (i) the
date you elect to terminate employment by providing written notice to
either the Senior Vice President of Human Resources or the Secretary of
Times Mirror or (ii) December 31, 2004 ("Termination Date").
2. Special Payments for Consulting Services: (a) Provided you are available
to provide the consulting assistance and special services to the
Company's management as described in the attached memo from you dated
October 4, 1999, or such other services as may be requested and agreed
to, commencing in 2000, an amount of $50,000 (less appropriate
withholdings) will be payable prior to December 31 of each year of your
Leave of Absence. If your employment terminates before the end of the
Leave of Absence or if you are no longer available to provide the
consulting assistance and requested special services, these payments will
cease.
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December 22, 1999
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(b) In lieu of paying these special payments to you in cash, each annual
special payment of $50,000, less appropriate withholdings, will be
credited to a special deferral account in the Times Mirror Company
Deferred Compensation Plan for Executives as of October 1 of each year of
the Leave of Absence. The balance in these special deferral accounts will
be paid to you in accordance with your election to be completed by you
when you execute this Agreement. Attached is an election form to be used
for this purpose and your election will apply to all your special
deferral accounts resulting from these special payments.
(c) For purposes of Regulation S-K of the Securities Exchange Act of 1934
("Regulation S-K"), these special payments made to you under this
Agreement shall be deemed to be severance payments and not salary or
bonus.
3. Annual Bonus Incentive Award: In consideration of the provisions of this
Agreement, you and the Company agree that you will not receive any
payment under the Company's 1999 bonus incentive plan, and you will cease
participation in the Company's bonus incentive plans with respect to 2000
and thereafter.
4. (a) Payment: In consideration of the terms and provisions of this
Agreement, you will receive a payment of $675,000. This amount will be
paid and/or deferred as follows: $350,000, less appropriate withholdings,
will be paid to you in cash in February, 2000 and $325,000, less
appropriate withholdings, will be credited to a special deferral account
under the Times Mirror Company Deferred Compensation Plan for Executives
as of February 15, 2000. The balance of the special deferral account will
be paid to you commencing in the January following your Termination Date
in fifteen annual installments. For purposes of Regulation S-K, this
special payment shall be deemed to be a severance payment and not bonus.
(b) Matching Bonus Restricted Stock: You will be eligible to participate
in the matching bonus restricted stock program relative to the payment
described in paragraph 4(a). Provided you place on deposit shares of
Times Mirror stock equal in value to 25% of the payment described in
paragraph 4(a), you will receive an equal number of shares of matching
bonus restricted stock. The restrictions on these shares will lapse in
accordance with the terms of the matching bonus restricted stock program.
5. Group Benefits: (a) While you are still actively employed, all group
health care and group insurance benefits offered to active full-time
employees to which you are currently entitled and/or enrolled will
continue in accordance with your enrollment elections and the terms of
the plans. While on your Leave of Absence, for a maximum period of one
year, you will remain eligible for the Company's group insurance programs
offered to active employees, except as noted below. Your contributions
for these coverages will be at the same rate paid by active employees and
since your Leave of Absence will be unpaid, you will be required to make
your contributions for benefit coverages through direct payments to the
Company. These coverages will cease at such time as you become eligible
for coverage under another employer's group health care plans.
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December 22, 1999
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(b) As of the Effective Date, which is the date that your active
employment terminates, your coverage under business travel and the short
and long term disability programs will cease. You have the option to
convert part of your business travel insurance to an individual policy,
subject to established rules and plan limitations. In addition, as a
participant in the long-term disability plan ("LTD"), you may convert
part of your LTD coverage to a trust policy. If you apply for an LTD
monthly benefit amount in excess of $4,000, you must complete a Statement
Relating to Insurability form and a blood test will be required.
Additional information regarding LTD conversion is attached for your
reference. If you wish to take advantage of either or both of these
conversion options, your application(s) must be received by the
respective insurance carrier(s) within 31 days from the date your
coverage terminates; otherwise, you will waive your right to convert.
(c) Upon the earlier of the end of the first year of your Leave of
Absence, the date you become eligible for other health care coverage or
your Termination Date, all other employee benefit plan coverages,
including but not limited to health care coverage as well as
participation in the Tax-Saver HealthCare account, will cease. You have
the option, subject to established rules and plan limitations, to convert
all or part of your basic life and voluntary accidental death and
dismemberment coverages to individual policies. If you wish to take
advantage of this option, your application(s) must be received by the
insurance carrier(s) within 31 days from the date your coverages
terminate, otherwise you will waive your right to convert. Prudential
will contact you directly concerning the portability and conversion
options available under the Group Universal Life Insurance program. Our
records indicate that you are not enrolled in the long-term care plan.
(d) If you are covered under one of the Company-sponsored health care
plans or if you participate in the Tax-Saver HealthCare account, upon
termination of your health care coverage (at the earlier of the end of
the first year of your Leave of Absence, the date you become eligible for
other health care coverage or your Termination Date), you may elect to
continue the coverage currently in effect for you and your covered
dependents under the Consolidated Omnibus Budget Reconciliation Act
(COBRA) as specified by that statute. COBRA coverage may be continued for
up to 18 months (up to 29 months for any eligible individual who is
disabled as determined by the Social Security Administration during the
first 60 days of COBRA coverage -- this eleven-month extension is also
available to nondisabled family members who are entitled to COBRA
continuation coverage) or until the individual is covered, after COBRA is
elected, under another group health plan with no pre-existing condition
limitation affecting his or her coverage or is entitled to Medicare,
whichever occurs first. The COBRA election notice and form will be mailed
to you upon the termination of coverage. If you and/or your eligible
dependents wish to elect COBRA continuation coverage, the completed
election form must be returned to the Company within 60 days from the
date the notice is sent or the date your coverage terminated, whichever
is later. You are not automatically enrolled in COBRA coverage. In
addition, you will be eligible for any conversion privileges available
under the terms of any of the plans in which you are enrolled and/or
participate. If you do not wish to extend health coverage under COBRA,
you may, subject to established rules, convert your group medical
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December 22, 1999
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coverage to an individual policy without proof of good health. The
converted policy may not provide the same coverage as the group plan. The
levels of coverage may be less and an overall lifetime maximum benefit
may apply. If you are interested in converting your group coverage to an
individual policy, you must apply and pay your first premiums to the
health care carrier within 31 days from the date coverage ceased.
Application may be obtained directly from the carriers by contacting
their member services department or, if you are covered under the Aetna
plan, from the Company's employee benefits representative, If COBRA
continuation coverage is elected for the medical coverage, and coverage
ends because the maximum coverage period expires, you have another
opportunity to covert to an individual policy during the 180-day period
that ends on the expiration date.
(e) Your participation in the Tax-Saver HealthCare account will cease
upon the earlier of the end of the first year of your Leave of Absence,
the date you become eligible for other health care coverage or your
Termination Date. If you are enrolled in the Tax-Saver HealthCare Account
when your coverage ceases, you may continue to access the account for
expenses incurred before your participation ceases. You may only access
the account for expenses incurred beyond that date if you continue to
make the elected contributions through COBRA. Our records indicate that
you have not enrolled in the Tax-Saver Dependent Care Account.
6. Retirement Benefits: You are currently vested in your benefits earned
under the Company's retirement plans, including the Times Mirror Pension
Plan, Employee Stock Ownership Plan ("ESOP"), Savings Plus Plan and the
Supplemental Executive Retirement Plan, (these plans are referred to
collectively as the "Retirement Plans"). After the Effective Date, you
will not accrue any further benefits under the Times Mirror Pension Plan
and the Supplemental Executive Retirement Plan, nor will there be any
further deferrals under the Savings Plus Plan. Your account balances
under the ESOP and the Savings Plus Plan will remain invested in
accordance with plan terms until they are distributed. After your
Termination Date, you will be entitled to receive any vested accrued
benefits under these Retirement Plans in accordance with the terms of the
Retirement Plans and any elections you make under the Retirement Plans.
Distributions under each Retirement Plan shall be made in accordance with
the terms and procedures of each respective Retirement Plan based on your
participation and vesting under the Retirement Plans.
7. Stock Options: (a) You presently hold options to purchase shares of
stock under the Times Mirror Company stock option plans (the "Option
Plans"). Prior to and during your Leave of Absence, options will continue
to vest in accordance with the grants and the terms of the Option Plans,
and to the extent that options are vested and exercisable during your
Leave of Absence, they may be exercised in accordance with the terms of
the Option Plans. You will not be eligible for any future stock option
grants.
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(b) Management grants: For purposes of the Option Plans, as of your
Termination Date, you will be considered an early retiree and the rules
regarding the vesting and exercise of your stock options will be
determined under the terms of the Option Plans. For options granted prior
to 1998, a portion of your options which are not otherwise exercisable
prior to your Termination Date may become exercisable in accordance with
the formula set forth in the Option Plans based on your service since the
grant date. To the extent that such options are vested and exercisable as
of your Termination Date, they may be exercised in accordance with the
terms of the Option Plans for a period of three years following your
Termination Date or through the term of the option, depending upon the
grant. Options not exercisable will be canceled on your Termination Date.
Options granted after 1997 will continue to vest in accordance with their
terms after your Termination Date and will be exercisable through the
term of the options, provided your Termination Date is on or after the
first anniversary of each respective grant date.
(c) Specific details on your personal vesting, exercise rights, and
procedures may be obtained from the Executive Compensation and Stock
Benefits group of Human Resources at Times Mirror (▇▇▇) ▇▇▇-▇▇▇▇.
8. Restricted Stock: During your Leave of Absence, restrictions will
continue to lapse on your shares of restricted stock in accordance with
the provisions of the restricted stock program. Upon your Termination
Date, any shares of restricted stock still subject to restrictions will
be canceled.
9. Matching Bonus Restricted Stock: For purposes of applying the provisions
of the matching bonus restricted stock program, you will be considered an
early retiree. The restrictions on your shares of matching bonus
restricted stock will lapse four years after the award provided you leave
the appropriate number of your personal shares on deposit with the
Company during that period. Upon the lapse of the restrictions, your
personal shares will be returned to you and the matching bonus restricted
stock will be issued to you with no restrictions.
10. Deferred Compensation Plan: Any amounts you have deferred into the Times
Mirror Company Deferred Compensation Plan for Executives will be paid to
you in accordance with your prior elections.
11. Other Perquisites and Benefits: All other perquisites and employee
benefits and your participation in all other employee benefit programs
not described herein will terminate on the Effective Date, except for
your participation in the Times Mirror Matching Gifts Program which will
cease as of your Termination Date unless you are considered a retiree
under that program. The Company payment of dues to the California Club,
as well as any other club dues including the Admiral's Club, and for
various subscriptions will cease on the Effective Date. Further, you will
repay the Company an amount of $6,000 which represents about one-half of
the initiation fee in the California Club paid by the Company on your
behalf.
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12. Timing of Payments: The special payments to be made or deferred pursuant
to this Agreement will be paid or deferred as specified in the Agreement
only following your execution of this Agreement and the expiration of the
seven (7) day revocation period (and provided you have not exercised any
of your revocation rights) unless otherwise indicated in this Agreement.
13. Withholding and Taxes: All payments required to be made by the Company
hereunder shall be subject to any and all applicable withholdings,
including any withholdings for any related federal, state or local taxes.
You shall be responsible for any and all income taxes or other taxes
incurred by you as a result of your receipt of any payments from the
Company.
14. Company Property: (a) Your privileges under all Company credit cards will
cease on the Effective Date. On that date, you will return all such
credit cards. The Company will prepare an accounting of your expense
account and credit card balances as of that date. All business expenses
through the Effective Date are to be submitted within 30 days of the
Effective Date. The net amount due between you and the Company may be
added to or subtracted from the payments described above if no other
reimbursement method is used.
(b) In addition, as of the Effective Date, you will return to the Company
all property of the Company, including, without limitation, all
equipment, tangible proprietary information documents, books, records,
reports, contracts, lists, computer disks (or other computer-generated
files or data), or copies thereof, created on any medium, prepared or
obtained by you or the Company in the course of or incident to your
employment with the Company.
15. Confidentiality: You agree to keep the terms of this Agreement strictly
confidential and you agree that you will not disclose its terms to anyone
other than your legal or financial advisor(s), relevant taxing
authorities, and appropriate family members, and except as required by
law. Further, to the extent to which information contained in this
Agreement is disclosed to any other person, you agree to obtain from them
the promise not to disclose this information unless required to do so by
law, a court or governmental authority. The Company agrees to keep the
terms of this Agreement confidential except to the extent that disclosure
of the terms is required in the ordinary course of business operations
necessary or advisable to effect the terms of this Agreement or as
required by relevant taxing authorities or as required by law.
16. No Claims: You represent and warrant to the Company that you have not
instituted any complaints, charges or other proceedings against the
Company or any of its subsidiaries and affiliates with any governmental
agency, any court, or any arbitration agency or tribunal, and that, as a
condition of this Agreement, you hereby waive any right to recovery in
any such action or proceeding if you should file at any time hereafter;
provided, however, that this shall not limit you from instituting such
proceedings as may be necessary for the sole purpose of enforcing your
rights under this Agreement or your rights
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December 22, 1999
Page 7
to payment of benefits under any benefit plan sponsored by the Company in
which you participated on the date of this Agreement.
17. Company Information: (a) You acknowledge that in the course of your
employment with the Company, certain factual and strategic information
specifically related to the Company and its subsidiaries and affiliates
has been disclosed to you in confidence which was for the use of the
Company or any or all of its subsidiaries and affiliates ("Company
Information"). You understand and agree that you (i) will keep such
Company Information confidential at all times during and after your
employment with the Company, (ii) will not disclose or communicate
Company Information to any third party, and (iii) will not make use of
Company Information on your own behalf, or on behalf of any third party;
provided that this Agreement does not apply to information that becomes
publicly available.
(b) In view of the nature of your employment and the nature of Company
Information which you received during the course of your employment, you
agree that any unauthorized disclosure to third parties of Company
Information or other violation, or threatened violation, of this
Agreement would cause irreparable damage to the confidential status of
Company Information and to the Company or any and all of its subsidiaries
and affiliates, and that therefore, the Company shall be entitled to an
injunction prohibiting you from any such disclosure, attempted
disclosure, violation, or threatened violation. When specific Company
Information becomes generally available to the public other than by your
acts or omissions, it is no longer subject to restrictions in this
paragraph. However, Company Information shall not be deemed to come under
this exception merely because it is included within more general
information which is or becomes generally available to the public. The
undertaking set forth in this paragraph shall survive the termination of
this Agreement.
18. Director and Officer Liability Coverage: During your period of active
employment as an officer of the Company, under the bylaws of the Company,
you were covered under The Times Mirror Company's directors' and
officers' liability coverage. This coverage will continue in effect with
respect to the period of time during which you served as an officer of
the Company and with respect to your actions related to your employment
as an officer of the Company. In any event, the Company will indemnify
you, in the manner and to the extent permitted by law, from any claims,
demands, lawsuits, judgments and related expenses arising from your good
faith performance as an officer of the Company during the period of your
active employment with the Company.
19. Restrictive Covenant: (a) During your employment with the Company, you
have held high executive positions and responsibilities. As a result, you
have had access to the means by which the Company's operating units and
affiliates conduct their businesses, including, but not limited to, trade
secrets, confidential information and future plans. The interests of the
Company require that certain reasonable limitations be imposed upon the
extent to which you may become employed by competitors of the Company.
Accordingly, for the period represented by the special payments and Leave
of Absence under this Agreement, and subject to the provisions of
subparagraph (b) below, you agree that you shall not directly or
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December 22, 1999 subparagraph 19(a)(iii)
Page 8 (as revised) agreed to on l/10/2000
indirectly, and whether as a principal, partner, officer, director,
employee, consultant, venturer, agent or otherwise, alone or in
association with any person, carry on, be engaged or take part in or
render services to any entity or business which is engaged in competition
with the Company or any of its subsidiaries and affiliates in any area in
the United States or in any foreign country in which the Company or any
such subsidiary or affiliate engages in business during the term of this
Agreement. Included within the meaning of an indirect interest would be,
by way of example only, an interest in a trust, corporation, venture, or
partnership which in turn owns an interest in any such competitive
business, or an interest in any such competitive business held through a
nominee, agent, option or other device. The foregoing provisions do not
apply to: (i) an investment in stock of any publicly held corporation if
the market value of such investment when acquired does not exceed
$1,000,000 or to any investment in a mutual fund; (ii) any investment
held by TMCT Ventures, L.P. which the Company's representatives on the
investment committee of TMCT Ventures, L.P. have voted to approve; or
(iii) the holding of any interest in any Investment Company, as defined
in subparagraph (c), below, acquired at a point in time when the Company
or any of its subsidiaries or affiliates are not engaged in the business
in which the Investment Company is engaged.
(b) You further agree that you will not, until December 31, 2004, without
the express prior written consent of the Chief Executive Officer of the
Company, whether for your own account or for the account of any other
person, directly or through an agent, (i) attempt to persuade any officer
or employee of the Company or any of its subsidiaries or affiliates to
leave such employment, or (ii) interfere with the relationship between
the Company or any its subsidiaries or affiliates and any of their
respective customers, vendors, suppliers or contractors.
(c) The Company understands and agrees that you are or may be providing
services or furnishing advice to (i) TMCT Ventures, L.P., (ii) TMCT II,
LLC (the limited partner in TMCT Ventures, L.P.), (iii) ▇▇▇▇▇▇▇▇ Trust
No. 1 or (iv) ▇▇▇▇▇▇▇▇ Trust No. 2 and the Company agrees that providing
such services or furnishing such advice does not contravene any provision
of this Agreement. However, you may also be providing services and
furnishing advice to companies in which the entities described in
subparagraphs (i) through (iv) have acquired or may acquire an interest
or business relationship (the "Investment Company(s)"), and any such
activities engaged in by you shall be subject to the provisions of
paragraphs 17 and 19 of this Agreement.
(d) It is understood by and between us that the promises made by you in
this paragraph 19 are essential elements of our Agreement and that, but
for your agreement to comply with such covenants, the Company would not
have entered into this Agreement.
(e) You may at any time consult with the Chief Executive Officer of the
Company regarding any actions you intend to take, or transactions which
you intend to engage, in order to avoid inadvertently breaching the
provisions of paragraphs 17 or 19, or any other provision, of this
Agreement.
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December 22, 1999
Page 9
20. Termination of Benefits: You agree that the benefits to be provided to
you by the Company under this Agreement are subject to termination,
reduction or cancellation in the event that you take any action or engage
in any conduct in violation of this Agreement. The Company agrees to
notify you if you are believed to be engaging in conduct in violation of
this Agreement and provide you with a thirty-day grace period to cure
your breach if it consists of an act that can be cured. Notwithstanding
anything in this Agreement to the contrary, if you fail to cure such
breach during such period or if the breach is not one that is susceptible
of being cured, the benefits provided to you under this Agreement will be
canceled, but only to the extent they are in addition to those benefits
to which you would otherwise be entitled.
21. Further Assurances: Each of the parties to this Agreement agrees that
neither party shall, directly or indirectly, participate in or contribute
to any discussion, or other publicity concerning or relating to the terms
of this Agreement. Further, the parties agree that neither will make any
statements, orally or in writing and directly or indirectly, that in any
way would reflect negatively upon or be injurious to the reputation of
the other party.
22. Release: (a) In exchange for the additional benefits to be provided to
you from the Company under this Agreement, you, on behalf of yourself,
your heirs, executors, administrators and assigns, hereby waive, release,
and forever discharge the Company, its shareholders, directors, officers,
employees, successors and assigns completely from any and all claims,
actions, rights, demands, liabilities and causes of any action of every
kind and character, known or unknown, mature or unmatured, which you had
or now have, arising from or relating to your active employment, your
Leave of Absence, your termination of employment, or any act of the
Company, or its directors, officers, and employees occurring up to and
including the date of this release, including, but not limited to, any
claim to reinstatement of, or future employment with, the Company, any
claim for breach of contract or wrongful termination, any claim for
additional salary, severance pay, or other compensation or employee,
fringe or retiree benefits, any claim under the Employee Retirement
Income Security Act of 1974, as amended, the Americans with Disabilities
Act, as amended, or the Family and Medical Leave Act, as amended, and any
claim based on tort, contract (expressed or implied), or any federal,
state or local law, rule or regulation prohibiting employment
discrimination, including, but not limited to, any claims of unlawful
discrimination, any rights under the Age Discrimination in Employment Act
of 1967, as amended by the Older Workers Benefit Protection Act ("Age
Discrimination Act"), which prohibits age discrimination in employment,
any rights under Title VII of the Civil Rights Act of 1964, which
prohibits discrimination in employment based on race, color, national
origin, religion, or sex, or any other claim, action, cause of action, or
liability arising under any other federal, state, municipal, or local
statute, law, ordinance, or regulation.
(b) You also agree not to sue the Company or any of the other related
parties or participate in a lawsuit or otherwise file or pursue a claim
or initiate a proceeding of any sort on the basis of any claim of any
type whatsoever in any way, directly or indirectly, arising out of
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December 22, 1999
Page 10
or related to your active employment, your Leave of Absence, or the
termination of your employment, with the Company. You further acknowledge
and agree in the event that you breach the provisions of the preceding
sentence (i) the Company shall be entitled to apply for and receive an
injunction to restrain any violation of said provision, (ii) the Company
shall not be obliged to continue payment of enhanced benefits under the
Agreement to you, (iii) you shall be obliged to pay to the Company its
costs and expenses in enforcing this release and defending against such
lawsuit (including court costs, expenses and reasonable legal fees), and
(iv) you shall be obliged upon demand to repay to the Company all but
$1,000 of the value of the benefits under this Agreement paid or provided
to you, and the foregoing shall not affect the validity of this release.
(c) This release does not release the Company from any obligation or
claim for any amount payable under this Agreement or any employee benefit
plan nor does it apply to any rights under the Age Discrimination Act
which occur after the date this release is signed.
23. Additional Waiver for California: In addition, you expressly waive and
relinquish all rights and benefits afforded by Section 1542 of the
California Civil Code, and do so understanding and acknowledging the
significance of such specific waiver of Section 1542, which states as
follows:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT
KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE
RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS
SETTLEMENT WITH THE DEBTOR.
Thus, notwithstanding the provisions of Section 1542, and for the purpose
of implementing a full and complete release and discharge of the Company,
you expressly acknowledge that this, Agreement is intended to include in
its effect, without limitation, all claims which you do not know or
suspect to exist in your favor at the time of execution of this
Agreement, and that this Agreement contemplates the extinguishment of any
such claim or claims.
24. Revocation Period: (a) You acknowledge that you have been given a period
of at least twenty-one (21) days to review and consider this Agreement
before signing it. You further understand that you may use as much of the
2l-day period as you wish before signing it. If you do not execute and
deliver this Agreement to the Company within the time provided, none of
the payments or benefits under this Agreement will be made by the Company
to you and your employment will terminate as of December 27, 1999.
(b) You also understand that you may revoke this Agreement within seven
(7) days after signing this Agreement. Revocation may be made by
delivering a written notice of revocation to me. For this revocation to
be effective, I must receive written notice no later than the close of
business on the seventh day after you have signed this Agreement.
However, if you elect to revoke this Agreement, the rights and
obligations of both you and the Company under this Agreement shall in all
respects terminate, it will not be effective or enforceable, you will not
receive the benefits and payments described in this Agreement, and your
employment will terminate as of December 27, 1999.
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December 22, 1999
Page 11
(c) Provided that you have complied with all of the terms and conditions
of this Agreement, and provided further that you have not exercised your
revocation rights, it shall become effective on the day which immediately
follows the expiration of the above seven day revocation period described
in the preceding paragraph.
(d) You acknowledge that in the event that you do not execute and deliver
all the documents required by this Agreement or in the event that you
revoke the required releases, you will be obligated to return, and you
expressly agree that you will return upon demand of the Company, all
payments made to you by the Company pursuant to this Agreement, and this
obligation to return all such payments shall survive any such actions by
you.
25. Advice of Counsel: You represent and agree that you fully understand your
right to discuss, and that the Company has advised you to discuss, all
aspects of this Agreement with your private attorney, that you have
carefully read and fully understand all of the provisions of this
Agreement, and that you are voluntarily entering into this Agreement.
26. Entire Agreement: This Agreement contains the entire agreement and
understanding between you and the Company regarding your active
employment, Leave of Absence, and termination of employment from the
Company, and totally replaces any and all prior agreements, arrangements,
representations, and understandings, written or oral, express or implied,
including, without limitation, obligations under the Company's regular
severance pay policy. Neither you nor the Company shall be bound or
liable for any representation, promise or inducement not contained herein
or therein. This Agreement cannot be amended, modified, supplemented or
altered in a manner that would change the economic value of the
Agreement, except by written amendment or supplement signed by you and
the Company.
27. Binding on Successors and Assigns: This Agreement shall inure to the
benefit of and be binding upon the successors and assigns of the Company
and shall inure to the benefit of and be binding upon your heirs,
executors, administrators, successors and assigns. Should the Company
merge or consolidate with another company or sell substantially all of
its assets to another company or entity, this Agreement shall become an
obligation of the surviving or acquiring company or entity,
28. Severability: Should any provision of this Agreement be found, held,
declared, determined, or deemed by any court of competent jurisdiction to
be void, illegal, invalid or unenforceable under any applicable statute
or controlling law, the legality, validity, and enforceability of the
remaining provisions will not be affected and the illegal, invalid, or
unenforceable provision will be deemed not to be a part of the Agreement.
29. Arbitration: In exchange for the additional benefits to be provided to
you under this Agreement, the parties hereto agree that any dispute,
controversy or claim arising out of or relating to this Agreement or any
payment required to be made hereunder or arising out of or in connection
with your employment relationship with the Company shall be resolved
12
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December 22, 1999
Page 12
through final and binding arbitration as set forth below, and such
arbitration shall be the sole and exclusive remedy for resolving any such
claims or disputes. You understand that by agreeing to arbitration as an
exclusive remedy, you are waiving any rights you may have to litigate
your rights under this Agreement or in connection with your employment
with the Company or any of its subsidiaries and affiliates in a court of
law, including but not limited to, any right to a jury trial. This
binding arbitration provided for under this Agreement with respect to
this Agreement and your employment shall take place in California and be
in compliance with and governed by the provisions of the National Rules
for the Resolution of Employment Disputes of the American Arbitration
Association.
30. Governing Law: This Agreement shall be construed and interpreted in
accordance with California law.
31. Acknowledgment: You acknowledge and agree the release in this Agreement
is an essential and material term of this Agreement and that if you do
not agree to this release, you will not receive any of the benefits under
this Agreement. Further, you recognize and agree that you are voluntarily
signing this Agreement with the full knowledge and consent that, as a
consequence thereof, arbitration is the sole and exclusive remedy for
resolving any dispute, controversy or claim arising out of this Agreement
or your employment relationship with the Company.
Please sign below and return this letter to me within 21 days to indicate your
agreement to these terms.
Sincerely,
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇
on behalf of the The Times Mirror Company
I have read the terms of this Agreement, including the waiver and release, and I
understand and agree to its provisions. I have been provided with a fully
executed copy of same. I understand that it contains a release of all known and
unknown claims and I voluntarily sign this Agreement.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Date: 12/23/99
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Attachments
- October 4, 1999 memo
- Special Deferral Election Form
- LTD conversion information
