Exhibit 10.2a
EMPLOYMENT AGREEMENT
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THIS AGREEMENT, made effective as of the 27th day of July, 1993, by and
between CHARLES T. BRUMBACK, of Chicago, Illinois ("Brumback") and TRIBUNE
COMPANY, a Delaware corporation (the "Company").
W I T N E S S E T H:
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WHEREAS, the Company and Brumback are parties to an employment agreement
dated as of August 1, 1990 which agreement, as amended, is now in full force and
effect; and
WHEREAS, the Company and Brumback now desire to further amend said
agreement, and to replace it with the agreement as set forth herein;
NOW, THEREFORE, in consideration of the premises, and of the mutual
covenants hereinafter set forth, the parties do hereby agree as follows:
1. Employment. The Company agrees to employ Brumback, and Brumback agrees
to remain in the full-time employ of the Company, for the period (the
"Employment Period") beginning on the effective date of this Agreement and
ending on the earliest to occur of December 31, 1994, the date as of which
Brumback's employment terminates pursuant to paragraph 6 or paragraph 8 of this
Agreement, or the date of Brumback's death. During the Employment Period,
Brumback shall render such services of an executive or administrative character
to the Company and its subsidiaries as the Company's Board of Directors may from
time to time direct; provided, that such services are not of such nature as to
diminish the prestige and responsibility of his position as an executive officer
of the Company. Until the Company's Board of Directors shall determine
otherwise, Brumback shall serve as the Company's Chairman and Chief Executive
Officer. Brumback shall devote his best efforts and all of his business time
and attention (except for usual vacation periods and reasonable periods of
illness or other incapacity) to the business of the Company and its subsidiaries
and shall, if elected to such a position, also serve as a director of the
Company or of one or more of the Company's subsidiaries without additional
compensation.
2. Location. Brumback shall be based at, and shall perform his duties in,
Chicago, Illinois, or at such other location as may be mutually agreed upon by
Brumback and the Board of Directors of the Company. Brumback shall, however,
also travel to other locations at such times as may be appropriate for the
performance of his duties under this Agreement.
3. Compensation. During the Employment Period, Brumback shall be
compensated as follows:
(a) Salary. Brumback shall be paid a salary at a rate which is not less
than six hundred ninety-five thousand dollars ($695,000) per year, exclusive of
bonuses, if any, which may from time to time be awarded to Brumback at the
discretion of the Board of Directors of the Company or its Governance and
Compensation Committee. Brumback's salary shall be paid in bi-weekly
installments.
(b) Expenses. Brumback shall be reimbursed for all reasonable business
expenses incurred in the performance of his duties pursuant to this Agreement,
to the extent such expenses are substantiated and are consistent with the
general policies of the Company relating to the reimbursement of expenses of its
executive officers.
(c) Fringe Benefits. Brumback shall be entitled to participate, during
the Employment Period, in any and all pension, profit sharing, and other
employee benefit plans or fringe benefit programs which are from time to time
maintained by the Company for its executive officers, in accordance with the
provisions of such plans or programs as from time to time in effect.
(d) Deductions and Withholding. All compensation and other benefits
payable to or on behalf of Brumback pursuant to this Agreement shall be subject
to such deductions and withholding as may be agreed to by Brumback or required
by applicable law.
4. Deferred Compensation.
(a) If Brumback continues in the active employ of the Company until the
end of the Employment Period, he shall be entitled to receive, as deferred
compensation, one hundred twenty-five thousand dollars ($125,000) per year for a
period of ten (10) years. Such amount shall be paid in quarterly installments
and shall commence within ninety (90) days after the last day of the Employment
Period; provided, that if the Employment Period terminates pursuant to paragraph
8 (as a result of Brumback's voluntary termination) such payments shall commence
within ninety (90) days after December 31, 1994.
(b) If the Employment Period terminates as a result of Brumback's death,
if the Employment Period terminates pursuant to paragraph 6 or paragraph 8 and
Brumback dies prior to the date on which the payments provided for in paragraph
4(a) begin, or if Brumback dies within ten (10) years after the payments
provided for in paragraph 4(a) have begun, the amounts that would otherwise have
been paid to Brumback during such ten (10) year period (or the remainder
thereof) shall be paid to the beneficiary or beneficiaries named in the last
written instrument
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signed by Brumback for such purpose and received by the Company prior to his
death; provided, that if Brumback fails to so name any beneficiary, such amounts
shall be paid to Brumback's estate. Such amounts may be paid in annual or
quarterly installments, in the Company's discretion, and shall commence within
ninety (90) days after the date of Brumback's death.
(c) If Brumback is living at the end of the ten (10) year period specified
under paragraph 4(a), he shall be entitled to receive, as deferred compensation,
payments at the rate of sixty thousand dollars ($60,000) per year for the
remainder of his life. Such amounts shall be paid in quarterly installments and
shall commence within ninety (90) days after the last day for which he received
payments provided in paragraph 4(a).
(d) If Mary H. Brumback survives Brumback, is married to him at the time
of his death and is living on the tenth (10th) anniversary of the date on which
the payments provided for in paragraph 4(a) began, she shall be entitled to
receive payments at the rate of sixty thousand dollars ($60,000) per year for
the remainder of her life. Such amounts shall be paid in quarterly
installments, and shall commence within ninety (90) days after the later of the
tenth (10th) anniversary of the date on which the payments provided for in
paragraph 4(a) began or the date of Brumback's death.
(e) Brumback agrees that he and his beneficiaries shall be unsecured,
general creditors of the Company with respect to his or their right to receive
such amounts.
5. Consulting and Advisory Services.
(a) Due to Brumback's wide and intimate knowledge of all aspects of the
operations of the Company and its subsidiaries, the Company desires to retain
the benefit of Brumback's consulting and advisory services after the termination
of the Employment Period. Accordingly, Brumback agrees that, subsequent to the
Employment Period, he will render such consulting and advisory services to the
Company as its Board of Directors may reasonably request. Brumback will inform
the Company of any plans he may from time to time make for holidays or travel
and the Company will not, except in emergencies, call for consulting or advisory
services at times which would interfere with such plans; provided, that such
plans shall not render Brumback unavailable for consultation for more than two
(2) months in any calendar year.
(b) The Company shall compensate Brumback at the rate of Two Hundred Fifty
Dollars ($250.00) per hour for the performance of consulting and advisory
services rendered to the Company. Brumback shall keep, and shall submit to the
Company upon request, adequate records of the time spent in the
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performance of such services. Brumback agrees that any amounts paid to him
pursuant to this paragraph 5 shall, for purposes of federal, state, and local
income taxes, be treated as compensation for the performance of services
rendered as an independent contractor, and neither Brumback nor his successor
shall take any position inconsistent with such treatment.
6. Disability. If, during the Employment Period, Brumback shall become
incapacitated by accident or illness and, in the opinion of the Board of
Directors of the Company, shall be unable to perform the duties of the positions
he then occupies for a period of six (6) consecutive months, the Company shall
have the right to terminate the Employment Period effective at any time after
such six (6) month period of disability by thirty (30) days advance written
notice to Brumback. Brumback's right to receive his full salary during the
period of disability prior to termination shall be in lieu of his rights, if
any, to collect his full salary for a specified period (currently twenty-six
(26) weeks) under the Company's Short-Term Disability Plan.
7. Other Benefits. Except to the extent provided in paragraph 6, the
compensation provisions of this Agreement shall be in addition to, and not in
derogation or diminution of, any benefits that Brumback or his beneficiaries may
be entitled to receive under the provisions of any pension, profit sharing,
disability, or other employee benefit plan now or hereafter maintained by the
Company or by any of its subsidiaries.
8. Termination. Brumback may voluntarily terminate his employment by
giving one hundred and eighty (180) days prior written notice to the Company,
whereupon the Employment Period shall terminate on the later of the date
specified in such notice or the last day of such one hundred and eighty (180)
day notice period.
9. Competition.
(a) During the Employment Period, Brumback will not, except with the
express written consent of the Board of Directors of the Company, become engaged
in or permit his name to be used in connection with any business other than the
businesses of the Company and its subsidiaries, whether or not such other
business is competitive with the businesses of the Company or its subsidiaries;
provided, that Brumback may participate in charitable, civic, and governmental
activities to the extent that such participation does not conflict with his
obligations to the Company under this Agreement.
(b) In consideration of his continued employment by the Company, and of
his entitlement to the amounts payable under paragraphs 4 and 5 of this
Agreement, Brumback covenants and agrees that for a period of five (5) years
after the termination
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of the Employment Period, he will not, except with the express written consent
of the Board of Directors of the Company, engage directly or indirectly in or
permit his name to be used in connection with the sale or distribution of any
product or service which was being sold, offered, or developed for sale by the
Company or any of its subsidiaries during a period of eighteen (18) months
preceding the last day of the Employment Period, in an area within a radius of
one hundred (100) miles of any city in which such product or service is then
being sold or offered for sale by the Company or any of its subsidiaries.
(c) For the purposes of this paragraph 9, the phrase, "engage directly or
indirectly in" shall encompass: (i) all of Brumback's activities whether on his
own account or as an employee, director, officer, agent, consultant, independent
contractor, or partner of or in any person, firm, or corporation (other than the
Company and its subsidiaries), and (ii) Brumback's ownership of more than
fifteen (15%) of the voting capital stock of any corporation, three percent (3%)
or more of the gross income of which is derived from any business or businesses
in which Brumback may not then engage.
10. Confidential Information. Brumback agrees that he will not, without
the prior written consent of the Board of Directors of the Company, during the
term or after termination of his employment under this Agreement, directly or
indirectly disclose to any individual, corporation, or other entity (other than
the Company or any subsidiary thereof, their officers, directors, or employees
entitled to such information, or to any other person or entity to whom such
information is regularly disclosed in the normal course of the Company's
business) or use for his own or such another's benefit, any information, whether
or not reduced to written or other tangible form, which:
(a) is not generally known to the public or in the industry;
(b) has been treated by the Company or any of its subsidiaries as
confidential or proprietary; and
(c) is of competitive advantage to the Company or any of its
subsidiaries and in the confidentiality of which the Company or
any of its subsidiaries has a legally protectible interest;
(such information being referred to in this paragraph 10 as "Confidential
Information"). Confidential Information which becomes generally known to the
public or in the industry, or in the confidentiality of which the Company and
its subsidiaries cease to have a legally protectible interest, shall cease to be
subject to the restrictions of this paragraph.
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11. Enforcement. If, at the time of enforcement of any provision of
paragraphs 9 and 10, a court of competent jurisdiction shall finally determine
that the period, scope, or geographical area restrictions stated therein are
unreasonable under circumstances then existing, the maximum period, scope, or
geographical area reasonable under the circumstances shall be substituted for
the stated period, scope, or area. In the event of a breach by Brumback of any
of the provisions of paragraphs 9 and 10, the Company may, in addition to any
other rights and remedies existing in its favor, apply to any court of law or
equity of competent jurisdiction for specific performance and/or injunctive or
other relief in order to enforce or prevent any violations of the provisions
thereof.
12. Rights in the Event of a Dispute. If a claim or dispute arises
concerning the rights of Brumback or a beneficiary to benefits under the
Agreement, regardless of the party by whom such claim or dispute is initiated,
the Company shall, upon presentation of appropriate vouchers, pay all legal
expenses, including reasonable attorneys' fees, court costs, and ordinary and
necessary out-of-pocket costs of attorneys, billed to and payable by Brumback or
by anyone claiming under or through Brumback (such person being hereinafter
referred to as "claimant"), in connection with the bringing, prosecuting,
defending, litigating, negotiating, or settling such claim or dispute; provided,
that Brumback or the claimant shall repay to the Company such expenses
theretofore paid or advanced by the Company if and to the extent that the party
disputing Brumback's rights obtains a judgment in its favor from a court of
competent jurisdiction from which no appeal may be taken, whether because the
time to do so has expired or otherwise, and it is determined that such expenses
were not incurred by Brumback or the claimant while acting in good faith.
13. General Provisions.
(a) Assignments. This Agreement shall be binding upon, and shall inure to
the benefit of, any successor to all or substantially all of the business or
assets of the Company. Brumback's rights and interests under this Agreement may
not be assigned, pledged, or encumbered by him without the Company's written
consent.
(b) Effect of Headings. The headings of paragraphs and subparagraphs of
this Agreement are inserted for convenience of reference only, and shall not
affect the construction or interpretation of this Agreement.
(c) Modification, Amendment, Waiver. No modification, amendment, or
waiver of any provision of this Agreement shall be effective unless approved in
writing by both parties. The failure of either party at any time to enforce any
of the
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provisions of this Agreement shall in no way be construed as a waiver of such
provisions and shall not affect the right of either party thereafter to enforce
each and every provision of this Agreement in accordance with its terms.
(d) Severability. Whenever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be held to be
prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Agreement.
(e) No Strict Construction. The language used in this Agreement shall be
deemed to be the language chosen by the parties to express their mutual intent,
and no rule of strict construction shall be applied against either party.
(f) Choice of Law. All questions concerning the construction, validity,
and interpretation of this Agreement shall be governed by the laws of the State
of Illinois.
(g) Notices. Any notice to be served under this Agreement shall be in
writing and shall be mailed by registered mail, return receipt requested,
addressed:
If to the Company, to:
Tribune Company
435 North Michigan Avenue
Chicago, Illinois 60611
Attention: Corporate Secretary; or
If to Brumback, to:
Charles T. Brumback
1500 Lake Shore Drive
Chicago, Illinois 60610;
or to such other place as either party may specify in writing, delivered in
accordance with the provisions of this subparagraph.
(i) Survival. The rights and obligations of the parties shall survive the
term of Brumback's employment to the extent that any performance is required
under this Agreement after the expiration or termination of such term.
(j) Entire Agreement. This Agreement constitutes the entire agreement of
the parties with respect to the subject matter thereof, and supersedes all
previous agreements between the parties relating to the same subject matter.
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IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of
the day and year first above written.
TRIBUNE COMPANY
By Andrew J. McKenna
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Charles T. Brumback
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Charles T. Brumback
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