Exhibit 10.11
PAGE 1
December 30, 1997
TO: Carl Valenti
Dear Carl:
This will confirm our discussions concerning your
retirement from Dow Jones and your subsequent consulting and
non-competition agreements.
Consistent with your decision to retire from Dow
Jones, you will continue as an employee of the company until
March 31, 1998, at which time you will resign as an employee
of the company (including its subsidiaries) and retire from
service. Your salary will continue through March 31, 1998 at
the current monthly rate of $37,750, and you will receive a
pro rata contribution to your profit-sharing and supplemental
executive retirement plan ("serp") accounts for the portion of
1998 that you remain an employee of the company.
Simultaneously with the execution and delivery of this letter
you are also executing and delivering the release and
settlement agreement attached hereto as attachment 1.
Between now and March 31, 1998 you will have such
duties as the company may reasonably specify, it being
understood that your principal objectives will be to cooperate
in an orderly and amicable transfer of your duties.
During the 21 month period commencing on April 1,
1998 and ending on December 31, 1999 you will (a) refrain from
engaging in any business activity that is competitive in any
material respect with the businesses of Dow Jones and its
subsidiaries as they exist on the date hereof, and (b) provide
such consulting services as Dow Jones may reasonably request
from time to time in connection with the company's
international newswire relationships and such other matters as
the company may deem appropriate. Notwithstanding the
foregoing, if Dow Jones divests itself of ownership of Dow
Jones Markets in whole or in substantial part, your
obligations under clause (a) will terminate on the first
anniversary of the closing of such divestiture if such
anniversary occurs before December 31, 1999.
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In consideration of your agreements in this letter
and in attachment 1 hereto, and in consideration of your
performance of your consulting and non-competition obligations
hereunder, Dow Jones will pay you an aggregate of $792,750 in
21 equal monthly installments of $37,750 each commencing on
April 1, 1998 and ending on December 1, 1999. In addition,
the company will credit your deferred compensation account (a)
on December 31, 1998 with an amount equal to the sum of the
amounts that would have been credited to your profit-sharing
and serp accounts had you been an employee of the company
between April 1, 1998 and December 31, 1998 having earned an
aggregate salary during such 9 month period of $339,750, and
(b) on December 31, 1999 with an amount equal to the sum of
the amounts that would have been credited to your profit-
sharing and serp accounts had you been an employee of the
company on December 31, 1999 having earned an aggregate salary
of $453,000 for the year then ended. Finally, (a) you may
continue to use the parking space in the garage of 200 Liberty
Street until December 31, 1998 (or, if earlier, until you sell
your apartment at 21 South End Avenue), (b) you will continue
to be entitled to the executive tax and financial planning
benefit until April 15, 2000, (c) you will continue to be
entitled to the executive physical exam benefit for the years
1998 and 1999, and (d) the company will provide you with a
complementary subscription to its electronic information
products until December 31, 1999.
The rights you have accrued to date in the company's
employee and executive benefit, insurance, incentive, stock
option and similar plans, programs and agreements will apply
to you, except as expressly set forth herein, in the manner
set forth therein. All of the provisions of the company's
employee and executive benefit, insurance, incentive, stock
option and similar plans, programs and agreements relating to
retirement and retirees will apply to you in the manner set
forth in those plans, programs and agreements. Without
limiting the generality of the foregoing, contingent stock
awards under the Executive Incentive Plan, if any, that may be
granted to you under outstanding contingent stock rights will
be granted pro rata and (a) in the case of the award in
respect of the 1995-1998 performance period, in the amount
called for by the agreement covering such award, and (b) in
the cases of the awards in respect of the 1996-1999 and 1997-
2000 award periods, in such amounts as the Compensation
Committee may, in its discretion, determine as set forth in
the agreements covering such awards.
The company will withhold from amounts due hereunder
all applicable withholding taxes and other similar deductions.
PAGE 3
Except to the extent that disclosure is required by
law or stock exchange regulation the company's SEC filings or
otherwise, you and Dow Jones will keep the terms of this
agreement and the attached release and settlement agreement in
strict confidence. Notwithstanding the above, you may
disclose information in this agreement to your attorneys or
tax advisors, provided they agree to keep the information
confidential, and to government tax agencies, and you may
disclose the non-competition provision of this agreement to
potential employers or business associates. This letter
agreement and the attached release and settlement agreement
set forth the entire agreement between you and Dow Jones and
supersede all prior agreements or understandings, whether oral
or written.
Very truly yours,
/s/ Peter R. Kann
Peter R. Kann
Accepted and agreed upon:
/s/ Carl M. Valenti
Carl M. Valenti
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Attachment 1
RELEASE AND SETTLEMENT AGREEMENT
I, Carl M. Valenti, residing at 43 Spruce Road, East
Windsor, NJ 08520, agree to retire from, and thereby terminate
my employment with, Dow Jones & Company, Inc. ("Dow Jones")
effective March 31, 1998. In consideration of the
undertakings of Dow Jones and other consideration set forth in
the letter (the "Letter") from Peter R. Kann to me of December
30, 1997, I do hereby release, acquit and forever discharge
Dow Jones, it successors and assigns, and all employees of Dow
Jones individually and collectively, from all grievances,
claims, demands, actions and causes of action of any nature
whatsoever arising out of or based on my employment or
separation from employment by Dow Jones. I acknowledge and
agree that I hereby relinquish any right to and shall be
forever barred from bringing or instituting any action of any
nature whatsoever, either individually or as a member of a
class or group, based on my employment or separation from
employment by Dow Jones in any federal, state or local
judicial, quasi-judicial, administrative or other forum of
competent jurisdiction in the United Sates or in any other
country, including but not limited to arbitration proceedings,
courts, agencies, commissions, the Equal Employment
Opportunity Commission, the National Labor Relations Board,
labor departments, or civil rights divisions or offices.
In addition to the waivers of claims or rights
above, I waive any right that I may have to assert a claim of
age discrimination under the Age Discrimination in Employment
Act which prohibits my employer from discriminating against me
on the basis of my age. I do so in return for the
consideration specified in the Letter that I would not
otherwise be entitled to. I do not waive any rights or claims
that may arise after this date. I have been afforded 21 days
to decide whether I should sign this Release and Settlement
Agreement. I understand that I will have a period of seven
days during which I may revoke this Release and Settlement
Agreement and that this Release and Settlement Agreement will
not become effective or enforceable until such seven-day
period has expired. I am advised by Dow Jones that I should
consult an attorney prior to signing this Release and
Settlement Agreement.
I acknowledge and warrant that no promise or
inducement not expressed herein or in the Letter has been made
to me; that in executing this Release and Settlement Agreement
I am not relying upon any other statement or representation
made by any representative of Dow Jones; that the above-
mentioned consideration constitutes full satisfaction and
settlement of any such claims, demands, actions or causes of
action, should any exist or if any were to be filed; that I am
legally competent to execute this Release and Settlement
Agreement; and that before signing it I read it thoroughly and
PAGE 5
understand its meaning and effect and have executed it fully
cognizant of the rights I am relinquishing and the
consideration therefor.
/s/ Carl M. Valenti
Carl M. Valenti
Date: 12/31/97
Witness: /s/ James A. Scaduto
Date: 12/31/97