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EXHIBIT 10.14
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PULITZER PUBLISHING COMPANY
SENIOR EXECUTIVE DEFERRED COMPENSATION PLAN
Purpose. The purposes of the Plan are to permit senior executives to
accumulate additional retirement savings through elective deferrals of all or a
portion of their annual bonuses and to facilitate mandatory compensation
deferrals to the extent necessary to avoid the annual limitation on
deductibility of executive compensation prescribed by Section 162(m) of the
Internal Revenue Code of 1986 (the "Code").
Definitions.
(a) "Account" means the bookkeeping account maintained by the Company or
an Affiliate to reflect a Participant's interest under the Plan.
(b) "Affiliate" means any entity (whether or not incorporated) 50% or more
of the value of the equity interests of which is owned by the Company.
(c) "Beneficiary" means the person or persons designated hereunder to
receive the unpaid amount in a Participant's Account upon the Participant's
death.
(d) "Board" means the Board of Directors of the Company.
(e) "Change in Control" means (i) the consummation of (x) any
consolidation or merger of the Company in which the Company is not the
continuing or surviving corporation or pursuant to which shares of the
Company's Common Stock would be converted into cash, securities or other
property, other than a merger of the Company in which the holders of the
Company's Common Stock immediately prior to the merger have the same
proportionate ownership of common stock of the surviving corporation
immediately after the merger, or (y) any sale, lease, exchange or other
transfer (in one transaction or a series of related transactions) of all, or
substantially all, of the assets of the Company, or (ii) the approval by the
stockholders of the Company of any plan or proposal for liquidation or
dissolution of the Company, or (iii) any person's (as such term is used in
Section 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act")), becoming the beneficial owner (within the meaning of
Rule 13d-3 under the Exchange Act) of 40% or more of the Company's outstanding
Common Stock other than pursuant to a plan or arrangement entered into by such
person and the Company, or (iv) during any period of two consecutive years,
individuals who at the beginning of such period constitute the entire Board of
Directors of the Company ceasing for any reason to constitute a majority
thereof unless the election, or the nomination for election by the Company's
stockholders, of each new director was approved by a vote of at least
two-thirds of the directors then still in office who were directors at the
beginning of the period.
(f) "Company" means Pulitzer Publishing Company.
(g) "Committee" means the Compensation Committee of the Board.
(h) "Participant" means an individual for whom an Account is maintained
under the Plan.
(i) "Plan" means the deferred compensation plan as set forth herein and
any amendments thereto.
2. Administration. The Committee, acting in its sole and absolute
discretion, will have full power and authority to interpret, construe and apply
the provisions of the Plan and to take such action as may be necessary or
desirable in order to carry out the provisions of the Plan. A majority of the
members of the Committee will constitute a quorum. The Committee may act by
the vote of a majority of its members present at a meeting at which there is a
quorum or by unanimous written consent. A member of the Committee who is also
a Participant may not act or vote on any matter before the Committee which
relates to the distribution of his or her Account. The Committee will keep or
cause to be kept such books and records as may be necessary in connection with
the proper administration of the Plan. The Company shall indemnify and hold
harmless each member of the Committee and any employee or director of the
Company or an Affiliate to whom any duty or power relating to the
administration or interpretation of the Plan is delegated from and against any
loss, cost, liability (including any sum paid in settlement of a claim with the
approval of the Board), damage and expense (including legal and other expenses
incident thereto) arising out of or incurred in connection with the Plan,
unless and except to the extent attributable to such person's fraud or gross
misconduct.
3. Eligibility. Elective deferrals may be made under the Plan by any
person who is a member of the senior management of the Company (including any
executive officer with the title of Senior Vice President or higher), and by
any other executive officer of the Company or of an Affiliate who is designated
by the Committee as being eligible, provided, however, that such other officer
is a member of a select group of management or other highly compensated
employees of the Company or an Affiliate within the meaning of Sections 201(2),
301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974
("ERISA").
4. Bonus Deferrals. An eligible executive may elect in writing to defer
under the Plan all or any portion of his or her annual bonus. Unless the
Committee determines otherwise, an individual's bonus deferral election must be
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received by the Company before the beginning of the year in which the bonus is
earned, and, once made, the election is irrevocable. The Committee may impose
limitations on the amount or percentage of an individual's bonus deferral for
any year. The Committee will prescribe a form to be used for making annual
bonus deferral elections. The payment of an executive's bonus will
automatically be deferred under the Plan if and to the extent necessary to
enable the Company (or an Affiliate) to avoid the limitation on deductibility
of the executive's compensation imposed by Section 162(m) of the Code.
5. Participants' Accounts. An Account will be established in the name of
each Participant. The Account will be credited with the amount(s) of the
Participant's bonus(es) deferred hereunder. Bonus deferral credits will be
made to a Participant's Account as of the January 1 of the year following the
year in which the Participant's bonus is earned. A Participant's Account will
also be credited with interest until the date the Account is distributed at an
annual rate equal to the one-year treasury rate in effect at the beginning of
each year.
6. Payment of Accounts. The amount of a Participant's Account will be
payable by the Company (or by an Affiliate if the Participant's deferred bonus
would otherwise have been payable by the Affiliate) to the Participant (or the
Participant's Beneficiary) in a single sum cash payment as soon as practicable
following the date of the Participant's termination of employment with the
Company and its Affiliates (or following the Participant's death prior to the
distribution of the Participant's Account). Payment may be deferred until the
first day of the year following the year of the Participant's termination of
employment if and to the extent such deferral is necessary in order to enable
the Company and its Affiliates to avoid the executive compensation deduction
limitation of Section 162(m) of the Code. The Board or the Committee may
permit or require a Participant to receive all or part of the Participant's
Account prior to the Participant's termination of employment (or death) and/or
may permit or require a Participant (or Beneficiary) to receive all or part of
the Participant's Account in the form of an installment payout, in either case
subject to such conditions as the Board or the Committee deems appropriate
(including, for example, a retroactive reduction of the rate of interest
credited to a Participant's Account or a suspension of future deferral
elections in the case of a permitted early distribution). If the Board or the
Committee requires an installment payout of a Participant's Account, then
payment must be made in substantially equal installments not less frequently
than quarterly over a period not to exceed three years from the first day of
the calendar year following the year of the Participant's termination of
employment (or the deceased Participant's death).
7. Beneficiary Designations. A Participant may designate a Beneficiary by
written notice filed with the Committee and may change his or her Beneficiary
designation at any time by designating a new Beneficiary in the same manner,
and no notice need be given to any prior designated Beneficiary. If no
designated Beneficiary shall survive a deceased Participant, then payment of
the balance of the deceased Participant's Account will be made to the deceased
Participant's estate.
8. Unsecured Claims. The obligations of the Company or an Affiliate to
pay Participants' Account balances under the Plan shall be unsecured and
unfunded. Neither the Company nor an Affiliate will have an obligation to
segregate assets, make investments or otherwise fund those obligations. Any
investments made by the Company or an Affiliate in contemplation of the
satisfaction of its obligations under the Plan will be the sole property of the
Company or the Affiliate, as the case may be, subject to the claims of the
Company's or the Affiliate's creditors generally, and no Participant or
Beneficiary will have an interest therein other than as an unsecured creditor
of the Company or the Affiliate.
9. Anti-Alienation. A Participant or Beneficiary may not transfer or
assign in any manner whatsoever his or her right to receive payments under the
Plan, and any attempted transfer or assignment will be void. Notwithstanding
the preceding sentence, if a Participant or Beneficiary becomes entitled to
receive a payment under the Plan and if, at such time, the Participant then
owes money to the Company or an Affiliate, then the Company or Affiliate, as
the case may be, shall have the right of offset against any such payments
otherwise due hereunder.
10. Change in Control. In the event of a Change in Control, the Company
shall cause to be set aside funds equal to the aggregate amounts credited to
Participants' (and Beneficiaries') Accounts under the Plan and, immediately
prior to the Change in Control, the Company shall cause the amount which is so
set aside to be paid to the trustee of an irrevocable trust for the benefit of
the Participants (and Beneficiaries). The assets of the trust will be subject
to the claims of the Company's (and, to the extent applicable, an Affiliate's)
creditors in the event of the Company's (or Affiliate's) insolvency. The
trustee of said trust will continue to maintain the Accounts in accordance with
the provisions hereof and will pay the Account balances to the Participants
(and Beneficiaries) when and as required or permitted hereby, provided,
however, that no Participant or Beneficiary will be required to receive payment
in the form of an installment payout following a Change in Control. The
transfer of funds to the trust will be made only to the extent that
Participants' (and Beneficiaries') Accounts are not paid out prior to the
Change in Control. If and to the extent necessary in order to satisfy the
provisions hereof, the Company shall cause the trust to be established prior to
a Change in Control; and the trustee of the trust shall be a bank, trust
company or other financial institution.
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11. No Additional Rights. Bonus compensation is and will be granted, if
at all, in the sole discretion of the Company and its Affiliates. Nothing in
the Plan will be deemed to confer upon any employee of the Company or an
Affiliate the right to be granted a bonus in any year or the right to continued
employment or service with the Company and its Affiliates.
12. Amendment and Termination. The Board may amend or terminate the Plan
at anytime; provided, however, that no amendment may adversely affect the
amounts theretofore credited to Participants' Accounts or reduce the rate of
interest to be credited in the future with respect to prior deferrals then
credited to the Participants' Accounts. If the Plan is terminated, no further
deferrals will be permitted, and the Board may permit the immediate payout of
the Participants' Accounts or provide for the future payment of those Accounts
in accordance with the provisions of the Plan as if the Plan had continued.
13. Governing Law. The Plan shall be governed by the laws of the State of
Missouri.
14. Finality of Decisions. Any decision or determination made by the
Board pursuant to the provisions of the Plan, and, except to the extent rights
or powers under the Plan are reserved specifically to the discretion of the
Board, all decisions and determinations of the Committee shall be final and
binding on all persons.
PULITZER PUBLISHING COMPANY
By: /s/ Ronald H. Ridgway
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Senior Vice President - Finance
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BONUS DEFERRAL ELECTION
In accordance with the Pulitzer Publishing Company Senior Executive
Deferred Compensation Plan (the "Plan"), I hereby elect to defer receipt of the
following portion of the bonus, if any, which is earned by me for calendar year
1995:
(Complete 1, 2 or 3)
1. _______ percent of the bonus
OR
2. _______ percent of the bonus in excess of $_____________
OR
3. $______________
I understand that the amount deferred, together with interest accrued thereon,
will be payable following the termination of my employment in accordance with
the terms and provisions of the Plan, a copy of which has previously been
furnished to me.
________________________________
Please Print Name
Dated: _______________________ _________________________________
Signature
Company Receipt
The Company hereby acknowledges receipt of and consents to the foregoing
election.
PULITZER PUBLISHING COMPANY
Dated: ________________ By: __________________________________
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