EXHIBIT 10.44
PULITZER INC.
ANNUAL INCENTIVE COMPENSATION PLAN
TABLE OF CONTENTS
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Section Page
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1 Purpose of the Plan 1
2 Definitions 2-3
3 Plan Administration 4-5
4 Participants 6
5 Award Levels 7
6 Performance Components 8-9
7 Communication of the Plan 10
8 Payment of Awards 11-12
9 Designation of Beneficiaries 13-14
10 Amendment or Termination of the Plan 15
11 Miscellaneous Provisions 16
12 Effective Date 17
SECTION 1
PURPOSE OF THE PLAN
The purpose of the Plan is to advance the interests of Pulitzer Inc. and its
subsidiaries by providing financial incentives in order to attract, retain and
motivate key employees.
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SECTION 2
DEFINITIONS
For purposes of the Plan, the following definitions shall control:
2.1 "Beneficiary" means the beneficiary or beneficiaries designated in
accordance with Section 9 hereof to receive the amount, if any,
payable under the Plan upon the death of a participant.
2.2 "Committee" means the Compensation Committee of the Board of Directors
of the Company.
2.3 "Company" means Pulitzer Inc.
2.4 "Incentive Award" means an award made under this Plan.
2.5 "Operating Cash Flow" means operating income before depreciation and
amortization for any subsidiary or the Company consolidated.
2.6 "Plan" means Pulitzer Inc. Annual Incentive Compensation Plan, as
herein set forth and as hereafter amended from time to time.
2.7 "Plan Year" means the Company's fiscal year.
2.8 "President" means the President of the Company.
2.9 "Subsidiary" means a corporation or LLC which is majority owned
directly or indirectly by the Company.
2.10 "Total Disability" means any Employee's complete and permanent
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inability by reason of illness or accident to perform the duties of
the occupation at which he was employed by the Company when such
disability commenced, all as determined by the Committee. All
determinations as to the date and extent of an Employee's disability
shall be made by the Committee upon the basis of such evidence,
including independent medical reports and data, as the Committee deems
necessary and desirable, and all such determinations of the Committee
shall be final and conclusive.
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SECTION 3
PLAN ADMINISTRATION
3.1 The Plan will be administered by the Committee which is authorized to
interpret the Plan and to establish rules and regulations necessary
for Plan administration. The decisions of the Committee shall be final
and binding on all persons claiming any payments under the Plan.
3.2 The Committee shall establish its own procedures and the time and
place for its meetings and provide for the keeping of minutes of all
meetings. A majority of the members of the Committee shall constitute
a quorum for the transaction of business at a meeting of the
Committee. Any action of the Committee may be taken upon the
affirmative vote of a majority of the members of the Committee at a
meeting or, at the direction of its chairman, without a meeting,
provided that all members of the Committee are informed of their right
to vote on the proposal and of the outcome of the vote thereon.
3.3 No member of the Committee shall be personally liable by reason of any
contract or other instrument executed by him or on his behalf in his
capacity as a member of the Committee nor for any mistake of judgement
made in good faith, and the Company shall indemnify and hold harmless
each member of the Committee and each other officer, employee or
director of the Company to whom any duty or power relating to the
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administration or interpretation of the Plan has been delegated,
against any cost or expense (including counsel fees) or liability
(including any sum paid in settlement of a claim with the approval of
the Committee) arising out of any act or omission to act in connection
with the Plan, unless arising out of such person's own fraud or bad
faith.
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SECTION 4
PARTICIPANTS
Participants will be selected by the Committee from among key employees working
at the Company or a Subsidiary who are in a position to make significant
contributions to the success of the Company or its Subsidiaries. The President
and Chief Executive Officer (CEO) shall recommend to the Committee, in writing,
the employees who are to be participants under the Plan for each Plan Year. In
extraordinary circumstances, at the President and CEO's discretion, participants
may be added to the Plan or removed from the Plan at any time during the Plan
Year.
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SECTION 5
AWARD LEVELS
The President and CEO shall recommend to the Committee the annual Incentive
Award potential for each participant which shall be earned if predetermined
performance components are met. Each participant shall be designated a target
bonus in terms of a percentage of base pay in effect at the beginning of the
Plan Year or the date of participation if not at the beginning of the year. The
target award level during any Plan Year shall not exceed one-hundred percent
(100%) of such Participant's base salary. The target bonus for a participant who
commences participation after the beginning of a Plan Year shall be adjusted as
necessary to reflect the partial year of participation.
Each participant shall also be designated a minimum and a maximum bonus
potential amount. The potential award levels shall become effective when they
are approved by the Committee. At the end of each Plan Year, the President and
CEO, will review the financial results of each Subsidiary and the Company in
order to determine whether extraordinary circumstances have occurred which
warrant an adjustment of results, which would, in turn, increase or decrease any
Incentive Award amount in order to maintain the equity, fairness and objective
of the Plan. Any adjustment will become effective upon the approval of the
Committee. Any adjustment of results for a Subsidiary shall be flowed through to
consolidated results for purposes of determining Incentive Awards based on
consolidated results.
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SECTION 6
PERFORMANCE COMPONENTS
6.1 For each Plan Year the President and CEO shall recommend to the
Committee the allocation of the potential Incentive Award for each
participant (other than the President and CEO) between the performance
components described below. The potential Incentive Award may be
allocated 100% to either the Quantitative Component or Individual
Component. The allocations (including the allocation for the President
and CEO) shall become effective when they are approved by the
Committee. In extraordinary circumstances, the President and CEO shall
have discretion to modify the component allocation for a participant
(other than for himself/herself) during a Plan Year.
6.2 Quantitative: In general, Operating Cash Flow shall be used as the
quantitative measure of the financial performance during a Plan Year
of Subsidiary operations or the Company consolidated. If in certain
situations Operating Cash Flow would not be an appropriate
quantitative measure, other quantitative measures may be used.
Individual Component: Performance objectives will be established for
each participant. These objectives shall relate to the strategic
objectives and/or special projects of the participant's employer or
department. Individual objectives shall be weighted according to their
importance to
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the participant's employer or department and the impact of a
participant on their achievement.
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SECTION 7
COMMUNICATION OF THE PLAN
After Incentive Award levels and performance components are established as
described above, the President and CEO, or his designee, shall advise each
participant of the performance objectives to be met, the minimum, target, and
maximum Incentive Award levels, and the manner in which Incentive Awards will be
determined and paid.
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SECTION 8
PAYMENT OF AWARDS
8.1 Incentive Awards shall be payable in cash as soon as practicable after
the close of the Plan Year, subject to such deferred arrangement as
may be required or permitted by the Company. At the option of the
Company, partial payment of awards may be made prior to the end of the
Plan Year based on estimated Incentive Award computations, with the
balance, if any, payable as soon as practicable after the close of the
Plan Year.
8.2 In the event of a participant's death while working for the Company,
or a Subsidiary that is part of the Plan, the participant shall earn a
pro rata portion of his Incentive Award based on the time employed
during the Plan Year prior to death. Any amounts to which such
participant is entitled shall be paid as soon as practicable after the
close of the Plan Year to the participant's Beneficiary or, in the
absence of such designation, to his estate.
8.3 The following provisions shall apply to the payment of Incentive
Awards in the event of a participant's termination of employment with
the Company or a Subsidiary of the Company that is part of the Plan:
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(a) If termination is by reason of Total Disability, retirement or
transfer to a Subsidiary of the Company that is not part of the
Plan, the participant, subject to the President and CEO's
approval, shall earn a pro rata portion of his Incentive Award
based on the time employed during the Plan Year prior to
termination of employment. Payment of the participant's Incentive
Award shall be made as soon as practicable after the close of the
Plan Year.
(b) If termination of employment is for any other reason,
participation in the Plan shall cease and no Incentive Award will
be payable.
(c) In the event a participant is removed from the Plan pursuant to
Section 4, the participant shall earn a pro rata portion of his
Incentive Award based on the time employed during the Plan Year
prior to removal, except if the participant is removed for any
act which in the Committee's opinion constitutes fraud,
embezzlement, disclosure of confidential information or
dishonesty then no Incentive Award will be payable. Payment of
the Participant's Incentive Award shall be made as soon as
practicable after the close of the Plan Year.
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SECTION 9
DESIGNATION OF BENEFICIARIES
9.1 Each Participant may file with the Committee a written designation of
one or more persons as the Beneficiary who shall be entitled to
receive the amount, if any, payable under the Plan upon his death. A
Participant may, from time to time, revoke or change his Beneficiary
designation without the consent of any prior Beneficiary by filing a
new designation with the Committee. The last such designation received
by the Committee shall be controlling; provided, however, that no
designation, or change or revocation thereof, shall be effective
unless received by the Committee prior to the Participant's death, and
in no event shall it be effective as of a date prior to such receipt.
9.2 If no Beneficiary designation is in effect at the time of a
Participant's death, or if no designated Beneficiary survives the
Participant, or if such designation conflicts with law, the
Participant's estate shall be deemed to have been designated his
Beneficiary and shall receive the payment of the amount, if any,
payable under the Plan upon his death. If the Company is in doubt as
to the right of any person to receive such amount, the Company may
retain such amount, without liability for any interest thereon, until
the rights thereto are determined, or the Company may pay such amount
into any court of appropriate jurisdiction and such
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payment shall be a complete discharge of the liability of the Plan and
the Company therefor.
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SECTION 10
AMENDMENT OR TERMINATION OF THE PLAN
The Board reserves the right at any time to amend, suspend or terminate the Plan
in whole or in part and for any reason and without the consent of any
Participant or Beneficiary; provided, however, that no such amendment shall
adversely affect rights to receive any amount to which Participants or
Beneficiaries have become entitled prior to such amendment.
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SECTION 11
MISCELLANEOUS PROVISIONS
No provision of the Plan or any document describing the Plan or establishing
rules or regulations regarding the Plan's administration shall be deemed to
confer on any Participant or employee the right to continue in the Company's or
any Subsidiary's employ or to affect the right of the Company or a Subsidiary to
terminate any person's employment. The Plan shall not be treated as an employee
benefit plan within the meaning of Title I of the Employee Retirement Income
Security Act of 1974, as amended. Neither the Company nor any Subsidiary shall
establish any fund to pay Incentive Awards, and no participant or any other
person shall have any right to any specific assets or funds of the Company or a
Subsidiary to satisfy the payment of an Incentive Award.
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SECTION 12
EFFECTIVE DATE
The Plan will be effective for the Plan Year commencing January 1, 2001 and
shall continue in effect until terminated by the Board of Directors of the
Company. Subject to the approval of the Board of Directors of the Company, the
Plan may be amended at any time by the Committee. This Plan replaces the
Newspaper Operations Annual Incentive Plan, as amended, adopted in January 1988
and the Company's Annual Incentive Compensation Plan, as amended, adopted in
August 1986.
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