{"id":39883,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/executive-income-security-agreement-knight-ridder.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"executive-income-security-agreement-knight-ridder","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/executive-income-security-agreement-knight-ridder.html","title":{"rendered":"Executive Income Security Agreement – Knight-Ridder"},"content":{"rendered":"\n EXECUTIVE INCOME SECURITY AGREEMENT\n\n\n AGREEMENT dated as of __________________, by and between Knight Ridder,\na Florida corporation having its principal offices at 50 W. San Fernando Street,\nSan Jose, California, 95113 (the \"Company\"), and _____________ (the\n\"Executive\").\n\n The Company considers the continued services of key executives of the\nCompany to be in the best interests of the Company and its shareholders.\n\n The Company desires to assure, and has determined that it is\nappropriate and in the best interests of the Company and its shareholders to\nreinforce and encourage, the continued attention and dedication of key\nexecutives of the Company to their duties of employment without personal\ndistraction or conflict of interest in circumstances arising from the\npossibility or occurrence of a change in control of the Company.\n\n The Compensation Committee of the Board of Directors of the Company\n(the \"Committee\") has authorized the Company to enter into agreements with those\nkey executives of the Company who are designated by the Committee, such\nagreements to set forth the severance compensation which the Company agrees\nunder certain circumstances to pay such executives.\n\n The Executive is a key executive of the Company and has been designated\nby the Committee as an executive to be offered such a severance compensation\nagreement with the Company.\n\n In consideration of the premises and the covenants and agreements\ncontained herein, and other good and valuable consideration, the Company and the\nExecutive agree as follows:\n\n 1. CHANGE IN CONTROL OF THE COMPANY. For purposes of this\nAgreement, a \"Change in Control of the Company\" shall be deemed to have occurred\nif:\n\n (a) individuals who, as of the date of this Agreement,\nconstitute the entire Board of Directors of the Company (\"Incumbent Directors\")\ncease for any reason to constitute at least a majority of the Board of Directors\nof the Company (the \"Board\"); PROVIDED, HOWEVER, that any individual becoming a\ndirector subsequent to the date of this Agreement whose election, or nomination\nfor election by the Company's shareholders, was approved by a vote of at least a\nmajority of the then Incumbent Directors (other than any such individual whose\ninitial assumption of office is the result of an actual or threatened election\ncontest relating to the election or removal of directors or other actual or\nthreatened solicitation of proxies or consents by or on behalf of a Person other\nthan the Company) shall also be an Incumbent Director;\n\n (b) any merger, consolidation or reorganization of the Company\n(or, if the capital stock of the Company is affected, any Subsidiary (as defined\nbelow)) or any sale, lease, or other disposition (in one transaction or a series\nof transactions contemplated or arranged by any party as a single plan) of all\nor substantially all of the assets of the Company (each of the foregoing being\nan \"Acquisition Transaction\") shall have been effected and (A) the shareholders\nof the Company immediately prior to such Acquisition Transaction do not\nimmediately after such Acquisition Transaction beneficially own, directly or\nindirectly, shares representing in the aggregate more than 65% of (I) the\nthen-outstanding common stock of the corporation surviving or resulting from\nsuch merger, consolidation or recapitalization or acquisition of such assets of\nthe Company, as the case may be (the \"Surviving Corporation\") (or of its\nultimate parent corporation, if any) and (II) the Combined Voting Power (as\ndefined below) of the then outstanding Voting Securities (as defined below) of\nthe Surviving Corporation (or of its ultimate parent corporation, if any); (B)\nthe Incumbent Directors at the time of the initial approval of such Acquisition\nTransaction do not immediately after such Acquisition Transaction constitute a\nmajority of the Board of Directors of the Surviving Corporation (or of its\n\n\nultimate parent corporation, if any); or (C) any Person (including any\ncorporation resulting from such Acquisition Transaction and any employee benefit\nplan (or related trust) of such corporation) beneficially owns, directly or\nindirectly, 20% or more of either (i) the then-outstanding shares of common\nstock of the corporation resulting from such Acquisition Transaction or (ii) the\nCombined Voting Power of all then-outstanding Voting Securities of the Surviving\nCorporation except to the extent that such ownership existed prior to the\nAcquisition Transaction; or\n\n (c) the shareholders of the Company shall approve any plan or\nproposal for the liquidation or dissolution of the Company; or\n\n (d) any Person (as defined below) shall become the beneficial\nowner (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of\n1934, as amended (the \"Exchange Act\")), directly or indirectly, of securities of\nthe Company representing in the aggregate 20% or more of either (i) the then\noutstanding shares of Company Common Stock (\"Common Stock\"), or (ii) the\nCombined Voting Power of all then outstanding Voting Securities of the Company;\nPROVIDED, HOWEVER, that notwithstanding the foregoing, a Change in Control of\nthe Company shall not be deemed to have occurred for purposes of this clause (d)\nsolely as the result of:\n\n (A) an acquisition of securities by the Company\n which, by reducing the number of shares of Common Stock or other Voting\n Securities outstanding, increases (I) the proportionate number of\n shares of Common Stock beneficially owned by any Person to 20% or more\n of the shares of Common Stock then outstanding or (II) the\n proportionate voting power represented by the Voting Securities\n beneficially owned by any Person to 20% or more of the Combined Voting\n Power of all then outstanding Voting Securities; or\n\n (B) an acquisition of securities directly from the\n Company, except that this subsection (B) shall not apply to:\n\n (I) any conversion or exercise of a\n security that was not acquired directly from the\n Company; or\n\n (II) any acquisition of securities if the\n Incumbent Directors at the time of the initial\n approval of such acquisition would not immediately\n after (or otherwise as a result of) such acquisition\n constitute a majority of the Board;\n\n PROVIDED, HOWEVER, that if any Person referred to in subsections (A) or\n (B) of this clause (d) shall thereafter become the beneficial owner of\n any additional shares of Company Common Stock or other Voting\n Securities of the Company (other than pursuant to a stock split, stock\n dividend or similar transaction or an acquisition exempt under such\n subsection (B)), then a Change in Control of the Company shall be\n deemed to have occurred for purposes of this clause (d).\n\n (e) Notwithstanding anything contained in this Agreement to\nthe contrary, if the Executive's employment is terminated prior to a Change in\nControl of the Company and the Executive reasonably demonstrates that such\ntermination (i) was at the request of a Third Party (as defined below) or (ii)\notherwise occurred in connection with or in anticipation of a Change in Control\nof the Company, then for all purposes of the Agreement, the date of such Change\nin Control of the Company shall mean the date immediately prior to the date of\nsuch termination of the Executive's employment.\n\n (f) For purposes of this Agreement:\n\n (i) \"Person\" shall mean any individual, entity\n (including, without limitation, any corporation, partnership, trust,\n joint venture, association or governmental body and any successor to\n any such entity) or group (as defined in Sections 13(d)(3) or 14(d)(2)\n of the Exchange Act and the rules and regulations thereunder);\n PROVIDED, HOWEVER, that Person shall not include the Executive, the\n Company, any of its Subsidiaries, any employee benefit plan (or related\n trust) of the Company or its Subsidiaries or any entity organized,\n\n 2\n\n\n appointed or established by the Executive, the Company or any of its\n Subsidiaries for or pursuant to the terms of any such plan, or any of\n their affiliates;\n\n (ii) \"Voting Securities\" shall mean all securities\n of a corporation having the right under ordinary circumstances to vote\n in an election of the board of directors of such corporation; and\n\n (iii) \"Combined Voting Power\" shall mean the\n aggregate votes entitled to be cast generally in the election of\n directors of a corporation by holders of then outstanding Voting\n Securities of such corporation.\n\n (iv) \"Third Party\" shall mean a third party who has\n indicated an intention, or taken steps reasonably calculated, to effect\n a Change in Control of the Company.\n\n 2. TERMINATION FOLLOWING CHANGE IN CONTROL OF THE COMPANY.\n\n (a) GENERAL. If a Change in Control of the Company shall have\noccurred while the Executive is an employee of the Company, the Executive shall\nbe entitled to the compensation provided in Section 3 hereof upon the subsequent\ntermination of the Executive's employment with the Company at any time during\nthe Term (as defined below) of this Agreement, whether such termination is\neffected by the Executive or by the Company, unless such termination occurs as a\nresult of (i) the Executive's death, (ii) the Executive's Disability (as defined\nbelow), (iii) the Executive's Retirement (as defined below), (iv) the\ntermination by the Company of the employment of the Executive for Cause (as\ndefined below), or (v) the termination by the Executive of his employment other\nthan for Good Reason (as defined below).\n\n (b) DISABILITY. For purposes of this Agreement, \"Disability\"\nshall mean a physical or mental infirmity which has rendered the Executive\nunable to substantially perform his or her duties (such term to include\nperformance of the Executive's part-time duties if the Executive is employed on\na part-time basis) with the Company for a period of 180 consecutive days, unless\nwithin 30 days after the date a Notice of Termination (as defined below) is\ngiven by the Company after an absence for such period the Executive shall have\nreturned to the full-time performance of such duties.\n\n (c) RETIREMENT. For purposes of this Agreement, \"Retirement\"\nshall mean termination, whether by the Company or by the Executive, of the\nExecutive's employment with the Company on or after the Executive's early\nretirement date or normal retirement date, as the case may be, under the\nCompany's retirement policy then generally applicable to its salaried employees\nor in accordance with any retirement plan or arrangement with respect to the\nExecutive established by the Company with the Executive's consent.\n\n (d) CAUSE. For purposes of this Agreement, the Company shall\nhave \"Cause\" to terminate the Executive's employment only if the Executive (i)\nhas willfully engaged in illegal conduct or gross misconduct which is materially\nand demonstrably injurious to the Company, (ii) has engaged in fraud,\nmisappropriation, embezzlement or any other act or acts of dishonesty resulting\nor intended to result directly or indirectly in a substantial gain or personal\nenrichment to the Executive at the expense of the Company, or (iii) has\nwillfully and continually failed substantially to perform his or her duties with\nthe Company (other than a failure resulting from the Executive's incapacity due\nto physical or mental illness), which failure has continued for a period of at\nleast 30 days after a written notice of demand for substantial performance has\nbeen delivered to the Executive specifying in reasonable detail the manner in\nwhich the Executive has failed to substantially perform. Notwithstanding the\nforegoing, the Executive shall not be deemed to have been terminated for Cause\nunless and until there shall have been delivered to the Executive a copy of a\nresolution (x) duly adopted by three-quarters (3\/4) of the entire membership of\nthe Committee, or of the Board, at a meeting called and held for such purpose\nafter reasonable notice to the Executive and an opportunity for the Executive,\ntogether with the Executive's counsel, to be heard before the Committee or the\nBoard, as the case may be, and (y) finding that in the good faith opinion of the\nCommittee or the Board, as the case may be, the Executive was guilty of conduct\ndescribed in the first sentence of this Section 2(d) and specifying the\nparticulars of such conduct in detail. For purposes of this provision, no act or\nfailure to act, on the part of the Executive, shall be considered \"willful\"\nunless it is done, or omitted to be done, by the Executive in bad faith or\n\n 3\n\n\nwithout reasonable belief that the Executive's action or omission was in the\nbest interests of the Company. Any act, or failure to act, based upon authority\ngiven pursuant to a resolution duly adopted by the Board, or, for any Executive\nother than the Chief Executive Officer of the Company, upon the instructions of\nthe Chief Executive Officer of the Company, or based upon the advice of counsel\nfor the Company, shall be conclusively presumed to be done, or omitted to be\ndone, by the Executive in good faith and in the best interests of the Company.\n\n (e) GOOD REASON. For purposes of this Agreement, \"Good Reason\"\nshall mean the occurrence after a Change in Control of the Company of any of the\nfollowing without the Executive's express written consent.\n\n (i) The assignment to the Executive by the Company\n of duties or responsibilities inconsistent in some material respect\n with the Executive's title, position, duties, responsibilities and\n status with the Company immediately prior to a Change in Control of the\n Company, or a change in the Executive's titles or offices with the\n Company from those held by the Executive immediately prior to a Change\n in Control of the Company, excluding for these purposes an isolated,\n insubstantial and inadvertent action not taken in bad faith and which\n is remedied by the Company promptly after receipt of notice thereof\n given by the Executive, or any removal of the Executive from or any\n failure to reelect or reappoint the Executive to any of such positions\n except in connection with the termination of the Executive's employment\n as a result of the Executive's death, Disability or Retirement, by the\n Company for Cause or by the Executive other than for Good Reason;\n\n (ii) Any reduction by the Company in the\n Executive's base salary as in effect on the date hereof or as such base\n salary may be increased from time to time during the Term of this\n Agreement or any failure to pay the Executive any compensation or\n benefits to which he is entitled within five days of the date due;\n\n (iii) Any failure by the Company either to continue\n in effect any benefit plan or arrangement (including, without\n limitation, the Company's Employees Stock Purchase Plan, Section 401(k)\n plan, Retirement Plan for Employees, Retirement Benefit Restoration\n Plan, or substitute plans adopted by the Company prior to a Change in\n Control of the Company, group life insurance plan and medical, dental,\n accident and disability plans) in which the Executive shall be\n participating at the time of a Change in Control of the Company or to\n provide other plans or arrangements providing the Executive with\n substantially similar benefits, or the taking by the Company of any\n action which would directly or indirectly materially adversely affect\n the Executive's participation in or materially reduce the Executive's\n benefits under any such benefit plan or arrangement or deprive the\n Executive of any material fringe benefit enjoyed by the Executive at\n the time of a Change in Control of the Company.\n\n (iv) Any failure by the Company either to continue\n in effect any incentive or compensation plan or arrangement (including,\n without limitation, the Company's Incentive Compensation Plan and\n Employee Stock Option Plan, or substitute plans adopted by the Company\n prior to a Change in Control of the Company) in which the Executive\n shall be participating at the time of a Change in Control of the\n Company, or to provide other plans or arrangements providing the\n Executive with substantially similar benefit levels and\/or reward\n opportunities, or the taking by the Company of any action which would\n directly or indirectly materially adversely affect the Executive's\n participation (including the level of the Executive's participation\n relative to other participants and the terms of benefit levels and\/or\n reward opportunities) or materially reduce the Executive's benefits\n under any such plan or arrangement;\n\n (v) Any relocation of the Executive's base of\n employment to a location more than 20 miles away from the location at\n which the Executive performed the Executive's duties of employment\n prior to a Change in Control of the Company, except for required travel\n by the Executive on business of the Company to an extent substantially\n consistent with the Executive's business travel obligations at the time\n of a Change in Control of the Company;\n\n 4\n\n\n (vi) Any failure by the Company to provide the\n Executive with the number of paid vacation days per year to which the\n Executive is entitled at the time of a Change in Control of the\n Company;\n\n (vii) Any material breach by the Company of any\n provision of this Agreement;\n\n (viii) Any failure by the Company to obtain from any\n successor to the Company a satisfactory agreement to assume and perform\n this Agreement, as contemplated by Section 8(a) hereof;\n\n (ix) The insolvency or the filing (by any party,\n including the Company) of a petition for bankruptcy of the Company,\n which petition is not dismissed within sixty days; and\n\n (x) Any purported termination of the Executive's\n employment by the Company, other than as a result of the Executive's\n death, which is not effected pursuant to a Notice of Termination\n satisfying the requirements of Section 2(f) hereof (and, if applicable,\n Section 2(d) hereof).\n\nAny event or condition described in subsections (i) through (x) above which\noccurs prior to a Change in Control of the Company but which the Executive\nreasonably demonstrates (A) was at the request of a Third Party, or (B)\notherwise arose in connection with, or in anticipation of, a Change in Control\nof the Company, shall constitute Good Reason for purposes of this Agreement,\nnotwithstanding that it occurred prior to the Change in Control of the Company.\n\n (f) NOTICE OF TERMINATION. Any purported termination of the\nExecutive's employment with the Company other than as a result of the\nExecutive's death shall be communicated by a Notice of Termination to the\nExecutive, if such termination is by the Company, or to the Company, if such\ntermination is by the Executive. For purposes of this Agreement, \"Notice of\nTermination\" shall mean a written notice which shall indicate the specific\ntermination provision in this Agreement relied upon and shall set forth in\nreasonable detail the facts and circumstances claimed to provide a basis for\ntermination of the Executive's employment under the provision so indicated. For\npurposes of this Agreement, no purported termination of the Executive's\nemployment with the Company other than as a result of the Executive's death\nshall be effective without such a Notice of Termination having been given.\n\n (g) DATE OF TERMINATION. For purposes of this Agreement, \"Date\nof Termination\" shall mean: (i) if the Executive's employment by the Company is\nterminated by the Company for Disability, the thirtieth day after the date on\nwhich the Notice of Termination is given, provided that the Executive shall not\nhave returned to the full-time performance of the Executive's duties of\nemployment during such 30-day period; (ii) if the Executive's employment by the\nCompany is terminated by the Executive for Good Reason, such date as shall be\nspecified in the Notice of Termination (which date shall not be fewer than 20\nnor more than 60 days after the date on which the Notice of Termination is\ngiven); or (iii) if the Executive's employment by the Company is terminated for\nany other reason, the twentieth day after the date on which the Notice of\nTermination is given.\n\n 3. COMPENSATION UPON TERMINATION AFTER A CHANGE IN CONTROL OF THE\n COMPANY.\n\n (a) If after a Change in Control of the Company the\nExecutive's employment by the Company shall terminate at any time during the\nTerm of this Agreement for any reason other than (a) the Executive's death, (b)\nthe Executive's Disability, (c) the Executive's Retirement, (d) the termination\nby the Company of the Executive's employment for Cause, or (e) the termination\nby the Executive of his employment other than for Good Reason, then not later\nthan the fifth business day following the Date of Termination, the Company shall\n(subject only to any applicable payroll and other taxes required to be withheld)\npay or cause to be paid to the Executive a lump sum cash payment (the \"Severance\nPayment\") equal to three times the greater of (i) the sum of the salary and cash\nbonus payable to the Executive for the last full calendar year preceding the\nSeverance Payment or (ii) the sum of the Executive's annualized salary and the\nmaximum cash bonus the Executive could have earned for the then current calendar\nyear.\n\n 5\n\n\n (b) THREE YEARS OF LIFE INSURANCE AND HEALTH PLAN COVERAGE.\nThe coverage described in this subsection (b) shall be provided for a\n\"Continuation Period\" beginning on the Date of Termination and ending on the\nearlier of (1) the third anniversary of the Date of Termination or (2) the date\nof the Executive's death. During the Continuation Period, the Executive (and,\nwhere applicable, the Executive's dependents) shall be entitled to continue\nparticipation in the group term life insurance plan and in the health care plan\nfor Executives maintained by the Company as if the Executive were still an\nExecutive of the Company. The coverage provided under this subsection (b) shall\nrun concurrently with and shall be offset against any continuation coverage\nunder Part 6 of Title I of the Employee Retirement Income Security Act of 1974,\nas amended. Where applicable, the Executive's compensation for purposes of such\nplans shall be deemed to be equal to the Executive's compensation (as defined in\nsuch plans) in effect on the Date of Termination. To the extent that the Company\nfinds it undesirable to cover the Executive under the group life insurance and\nhealth plans of the Company, the Company shall provide the Executive (at its own\nexpense) with the same level of coverage under individual policies.\n\n (c) ACCELERATED VESTING. All stock and stock options issued or\ngranted to the Executive shall vest according to the provisions of the\nKnight-Ridder, Inc. Employee Stock Option Plan.\n\n 4. ADDITIONAL PAYMENTS.\n\n (a) In the event that any payment or benefit (within the\nmeaning of Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended\n(the \"Code\")), to the Executive or for his or her benefit paid or payable or\ndistributed or distributable pursuant to the terms of this Agreement or\notherwise in connection with, or arising out of, his or her employment (a\n\"Payment\" or \"Payments\"), would be subject to the excise tax imposed by Section\n4999 of the Code or any interest or penalties are incurred by the Executive with\nrespect to such excise tax (such excise tax, together with any such interest and\npenalties, are hereinafter collectively referred to as the \"Excise Tax\"), then\nthe Executive will be entitled to receive from the Company an additional payment\n(a \"Gross-Up Payment\") in an amount such that after payment by the Executive of\nall taxes (including any interest or penalties, other than interest and\npenalties imposed by reason of the Executive's failure to file timely a tax\nreturn or pay taxes shown due on his or her return), imposed with respect to\nsuch Gross-Up Payment, including any Excise Tax imposed upon the Gross-Up\nPayment, the Executive retains an amount of the Gross-Up Payment equal to the\nExcise Tax imposed upon the Payments.\n\n (b) An initial determination as to whether a Gross-Up Payment\nis required pursuant to this Agreement and the amount of such Gross-Up Payment\nshall be made at the Company's expense by an accounting firm selected by the\nCompany and reasonably acceptable to the Executive which is designated as one of\nthe five largest accounting firms in the United States (the \"Accounting Firm\").\nThe Accounting Firm shall provide its determination (the \"Determination\"),\ntogether with detailed supporting calculations and documentation, to the Company\nand the Executive within five days of the Date of Termination if applicable, or\nsuch other time as requested by the Company or by the Executive (provided the\nExecutive reasonably believes that any of the Payments may be subject to the\nExcise Tax) and if the Accounting Firm determines that no Excise Tax is payable\nby the Executive with respect to a Payment or Payments, it shall furnish the\nExecutive with an opinion reasonably acceptable to the Executive that no Excise\nTax will be imposed with respect to any such Payment or Payments. Within ten\ndays of the delivery of the Determination to the Executive, the Executive shall\nhave the right to dispute the Determination (the \"Dispute\"). The Gross-Up\nPayment, if any, as determined pursuant to this Section 4(b) shall be paid by\nthe Company to the Executive within five days of the receipt of the\nDetermination. The existence of the Dispute shall not in any way affect the\nExecutive's right to receive the Gross-Up Payment in accordance with the\nDetermination. If there is no Dispute, the Determination shall be binding, final\nand conclusive upon the Company and the Executive subject to the application of\nSection 4(c) below.\n\n (c) As a result of the uncertainty in the application of\nSections 4999 and 280G of the Code, it is possible that a Gross-Up Payment (or a\nportion thereof) will be paid which should not have been paid (an \"Excess\nPayment\") or a Gross-Up Payment (or a portion thereof) which should have been\npaid will not have been paid (an \"Underpayment\"). An Underpayment shall be\ndeemed to have occurred (i) upon notice (formal or informal) to the Executive\nfrom any governmental taxing authority that the Executive's tax liability\n(whether in respect of the Executive's current taxable year or in respect of any\nprior taxable year) may be increased by reason of the imposition of the Excise\n\n 6\n\n\nTax on a Payment or Payments with respect to which the Company has failed to\nmake a sufficient Gross-Up Payment, (ii) upon a determination by a court, (iii)\nby reason of determination by the Company (which shall include the position\ntaken by the Company, together with its consolidated group, on its federal\nincome tax return) or (iv) upon the resolution of the Dispute to the Executive's\nsatisfaction. If an Underpayment occurs, the Executive shall promptly notify the\nCompany and the Company shall promptly, but in any event, at least five days\nprior to the date on which the applicable government taxing authority has\nrequested payment, pay to the Executive an additional Gross-Up Payment equal to\nthe amount of the Underpayment plus any interest and penalties (other than\ninterest and penalties imposed by reason of the Executive's failure to file\ntimely a tax return or pay taxes shown due on the Executive's return) imposed on\nthe Underpayment. An Excess Payment shall be deemed to have occurred upon a\nFinal Determination (as hereinafter defined) that the Excise Tax shall not be\nimposed upon a Payment or Payments (or portion thereof) with respect to which\nthe Executive had previously received a Gross-Up Payment. A Final Determination\nshall be deemed to have occurred when the Executive has received from the\napplicable government taxing authority a refund of taxes or other reduction in\nthe Executive's tax liability by reason of the Excise Payment and upon either\n(x) the date a determination is made by, or an agreement is entered into with,\nthe applicable governmental taxing authority which finally and conclusively\nbinds the Executive and such taxing authority, or in the event that a claim is\nbrought before a court of competent jurisdiction, the date upon which a final\ndetermination has been made by such court and either all appeals have been taken\nand finally resolved or the time for all appeals has expired or (y) the statute\nof limitations with respect to the Executive's applicable tax return has\nexpired. If an Excess Payment is determined to have been made, the amount of the\nExcess Payment shall be treated as a loan by the Company to the Executive and\nthe Executive shall pay to the Company on demand (but not less than 10 days\nafter the determination of such Excess Payment and written notice has been\ndelivered to the Executive) the amount of the Excess Payment plus interest at an\nannual rate equal to the Applicable Federal Rate provided for in Section 1274(d)\nof the Code from the date the Gross-Up Payment (to which the Excess Payment\nrelates) was paid to the Executive until the date of repayment to the Company.\n\n (d) Notwithstanding anything contained in this Agreement to\nthe contrary, in the event that, according to the Determination, an Excise Tax\nwill be imposed on any Payment or Payments, the Company shall pay to the\napplicable government taxing authorities as Excise Tax withholding, the amount\nof the Excise Tax that the Company has actually withheld from the Payment or\nPayments.\n\n 5. NO MITIGATION; OBLIGATIONS ABSOLUTE; NO EFFECT ON OTHER RIGHTS\n\n (a) The Executive shall not be required to mitigate the amount\nof any payment provided for in Section 3 hereof by seeking other employment or\notherwise; nor shall the amount of any payment or benefits provided for in\nSection 3 hereof be reduced by any compensation or benefits earned by the\nExecutive as the result of employment by another employer, or by retirement\nbenefits, after the effective date of termination of the Executive's employment\nwith the Company or otherwise.\n\n (b) The obligations of the Company to make the payments to the\nExecutive, and to make the arrangements provided for herein shall be absolute\nand unconditional and shall not be reduced by any circumstances, including\nwithout limitation any setoff, counterclaim, recoupment, defense or other right\nwhich the Company may have against the Executive or any third party at any time.\n\n (c) The provisions of this Agreement, and any payment provided\nfor herein, shall not supersede or in any way limit the rights, benefits, duties\nor obligations which the Executive may now or in the future have under any\nbenefit, incentive or other plan or arrangement of the Company or any other\nagreement with the Company.\n\n (d) Except as required by law, no right to receive payments\nunder this Agreement shall be subject to anticipation, commutation, alienation,\nsale, assignment, encumbrance, charge, pledge, or hypothecation or to execution,\nattachment, levy, or similar process or assignment by operation of law, and any\nattempt, voluntary or involuntary, to effect any such action shall be null, void\nand of no effect.\n\n 7\n\n\n 6. NOT AN EMPLOYMENT AGREEMENT. This Agreement is not, and\nnothing herein shall be deemed to create, a contract of employment between the\nExecutive and the Company. The Company may terminate the employment of the\nExecutive by the Company at any time, subject to the terms of any employment\nagreement between the Company and the Executive that may then be in effect.\n\n 7. TERM OF AGREEMENT. The term of this Agreement (the \"Term\")\nshall commence on the date hereof and shall continue through the third following\nDecember 31st; PROVIDED, HOWEVER, that commencing on the first December 31st\nafter the date hereof, and on each anniversary of such first December 31st (such\ndate and each anniversary thereof shall be hereinafter referred to as the\n\"Renewal Date\"), unless previously terminated, the Agreement shall be\nautomatically extended so as to terminate three years from such Renewal Date,\nunless at 60 days prior to the Renewal Date the Company shall give Notice to the\nExecutive that the Term will not be extended. Notwithstanding any such notice\nnot to extend the Term, if a Change in Control of the Company shall have\noccurred during the original or extended Term of this Agreement, this Agreement\nshall continue in effect for a period of not less than 36 months beyond the date\nof such Change in Control of the Company.\n\n 8. SUCCESSORS; BINDING AGREEMENT; ASSIGNMENT\n\n (a) This Agreement shall be binding upon and shall inure to\nthe benefit of the Company, its successors and assigns. Neither this Agreement\nnor any right or interest hereunder shall be assignable or transferable by the\nCompany other than to a successor. The Company shall require any successor\n(whether direct or indirect, by purchase, merger, consolidation or otherwise) to\nall or substantially all of the business or assets of the Company, by agreement\nin form and substance reasonably satisfactory to the Executive, expressly,\nabsolutely and unconditionally to assume and agree to perform this Agreement in\nthe same manner and to the same extent that the Company would be required to\nperform it if no such succession had taken place. As used in this Agreement,\n\"Company\" shall mean (i) the Company as hereinbefore defined, and (ii) any\nsuccessor to all or substantially all of the Company's business or assets which\nexecutes and delivers an agreement provided for in this Section 8(a) or which\notherwise become bound by all the terms and provisions of this Agreement by\noperation of law.\n\n (b) This Agreement shall inure to the benefit of and be\nenforceable by the Executive's personal or legal representatives, executors,\nadministrators, successors, heirs, distributees, devisees and legatees. If the\nExecutive should die while any amount would be payable to the Executive\nhereunder if the Executive had continued to live, all such amounts, unless\notherwise provided herein, shall be paid in accordance with the terms of this\nAgreement to the Executive's devisee, legatee or other designee or, if there be\nno such designee, to the Executive's estate. Neither this Agreement nor any\nright or interest arising hereunder may be assigned or transferred by the\nExecutive or his or her heirs, beneficiaries or legal representatives. In the\nevent of the Executive's death or a judicial determination of his or her\nincompetence, reference in this Agreement to the Executive shall be deemed,\nwhere appropriate, to refer to the Executive's executor, heirs or other legal\nrepresentative.\n\n 9. NOTICES. For purposes of this Agreement, notices and all other\ncommunications provided for in this Agreement shall be in writing and shall be\ndeemed to have been duly given when personally delivered or when mailed by\nUnited States certified or registered mail, return receipt requested, postage\nprepaid, addressed to (i) the respective addresses set forth in this Agreement,\nprovided that all notices to the Company shall be directed to the attention of\nthe Committee with a copy directed to the Secretary of the Company, or (ii) such\nother address for a party as such party may have furnished to the other in\nwriting in accordance with this Section 9; except that notices of change of\naddress shall be effective only upon receipt.\n\n 10. CONFIDENTIALITY. The Executive shall retain in confidence any\nand all confidential information concerning the Company or any of its\nSubsidiaries and their respective businesses which is now or hereafter becomes\nknown to the Executive, except information (i) ascertainable or obtained from\npublic information, (ii) received by the Executive at any time after the\nExecutive's employment by the Company shall have terminated from a third party\nnot employed by or otherwise affiliated with the Company or under an obligation\nto the Company to maintain the confidentiality of that information, or (iii)\nwhich is or becomes known to the public by any means other than a breach of this\nSection 10.\n\n 8\n\n\n 11. SUBSIDIARY. For purposes of this Agreement, \"Subsidiary\" shall\nmean any corporation, partnership or other entity, at least 50% of the\noutstanding voting power for the election of directors or other management is\nthen owned, directly or indirectly, by the Company or another Subsidiary of the\nCompany.\n\n 12. MODIFICATION; WAIVER OR DISCHARGE. No provision of this\nAgreement may be modified, waived or discharged unless such waiver, modification\nor discharge is agreed to in a writing signed by the Executive and the Company.\nNo waiver by either party at any time of any breach by the other party of, or of\ncompliance by the other party with, any condition or provision of this Agreement\nto be performed or complied with by such other party shall be deemed a waiver of\nany similar or dissimilar provision or condition of this Agreement or any other\nbreach of or failure to comply with the same condition or provision at the same\ntime or at any prior or subsequent time. No agreements or representations, oral\nor otherwise, express or implied, with respect to the subject matter hereof have\nbeen made by either party which are not expressly set forth in this Agreement.\n\n 13. GOVERNING LAW. The validity, interpretation, construction and\nperformance of this Agreement shall be governed by the laws of the State of\nFlorida without giving effect to its conflict of laws rules.\n\n 14. HEADINGS OF NO EFFECT. The Section headings contained in this\nAgreement are included solely for convenience of reference and shall not in any\nway affect the meaning or interpretation of any of the provisions of this\nAgreement.\n\n 15. FEES AND EXPENSES. The Company shall pay all legal fees and\nrelated expenses (including the costs of experts, evidence and counsel) incurred\nby the Executive as they become due as a result of (i) termination of the\nExecutive's employment after a Change in Control of the Company (including all\nsuch fees and expenses, if any, incurred in contesting or disputing any such\ntermination of employment), (ii) the Executive seeking to obtain or enforce any\nright or benefit provided by (x) this Agreement (including, but not limited to,\nany such fees and expenses incurred in connection with the dispute) or (y) any\nother plan or arrangement maintained by the Company under which the Executive is\nor may be entitled to receive benefits, and (iii) the Executive's hearing before\nthe Board as contemplated by the definition of Cause.\n\n 16. DISPUTE CONCERNING TERMINATION.\n\n (a) If within 20 days after any Notice of Termination is given\nor, if later, prior to the Date of Termination (as determined without regard to\nthis Section 16(a)), the party receiving such Notice of Termination notifies the\nother party that a dispute exists concerning the termination, the Date of\nTermination shall be the date on which the dispute is finally resolved, either\nby mutual written agreement of the parties or by a final judgment, order or\ndecree of a court of competent jurisdiction (which is not appealable or with\nrespect to which the time of appeal therefrom has expired and no appeal has been\nperfected); PROVIDED that the Date of Termination shall be extended by a notice\nof dispute only if such notice is given in good faith and the party giving such\nnotice pursues the resolution of such dispute with reasonable diligence.\n\n (b) In the event of any dispute between the Company and the\nExecutive with respect to the subject matter of this Agreement and the\nenforcement of rights hereunder, the Executive may, in his or her sole\ndiscretion by notice to the Company, require such dispute or difference to be\nsubmitted to arbitration. The arbitrator or arbitrators shall be selected by\nagreement of the parties or, if they cannot agree on an arbitrator or\narbitrators within 30 days after the Executive has notified the Company of the\nsubmission of the question for settlement by arbitration, then the arbitrator or\narbitrators shall be selected by the American Arbitration Association (the\n\"AAA\") in San Jose, California, upon the application of the Executive. The\ndetermination reached in such arbitration shall be final and binding on both\nparties without any right of appeal or further dispute. Execution of the\ndetermination by such arbitrator may be sought in any court of competent\njurisdiction. The arbitrators shall not be bound by judicial formalities and may\nabstain from following the strict rules of evidence and shall interpret this\nAgreement as an honorable engagement and not merely as a legal obligation.\nUnless otherwise agreed by the parties, any such arbitration shall take place in\nSan Jose, California, and shall be conducted in accordance with the Rules of\nAAA. The Company shall pay all costs of the arbitration.\n\n 9\n\n\n (c) If a purported termination occurs following a Change in\nControl of the Company and during the Term of this Agreement, and such\ntermination is disputed in accordance with Section 16(a) , the Company shall\ncontinue to pay the Executive the full compensation in effect when the notice\ngiving rise to the dispute was given (including, but not limited to, salary) and\ncontinue the Executive as a participant in all compensation, benefit and\ninsurance plans in which the Executive was participating when the notice giving\nrise to the dispute was given, until the dispute is finally resolved in\naccordance with Section 16(a). Amounts paid under this Section 16(c) are in\naddition to all other amounts due under this Agreement and shall not be offset\nagainst or reduce any other amounts due under this Agreement.\n\n 17. SEVERABILITY. If any one or more of the provisions of this\nAgreement shall be held to be invalid, illegal or unenforceable, the validity,\nlegality and enforceability of the remaining provisions of this Agreement shall\nnot be affected thereby. To the extent permitted by applicable law, each party\nhereto waives any provision of law which renders any provision of this Agreement\ninvalid, illegal or unenforceable in any respect.\n\n IN WITNESS WHEREOF, the parties hereto have executed this Agreement as\nof the date first above written.\n\n\n KNIGHT-RIDDER, INC.\n\n\n\n By: \/s\/ P. ANTHONY RIDDER\n -------------------------------------\n P. Anthony Ridder\n Chairman and Chief Executive Officer\n\n\n\n -------------------------------------\n [Name of Executive]\n [Address]\n\n 10\n\n<\/pre>\n
\nSCHEDULE II<\/p>\n
VALUATION AND QUALIFYING ACCOUNTS
\n KNIGHT-RIDDER, INC. AND SUBSIDIARIES
\n (IN THOUSANDS OF DOLLARS)<\/p>\n
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
\n———- ———- ————————— ———- ———-
\n ADDITIONS
\n ————————–
\n BALANCE AT CHARGED CHARGED
\n BEGINNING TO COSTS TO BALANCE
\nDESCRIPTION OF AND OTHER AT END
\n PERIOD EXPENSES ACCOUNTS DEDUCTIONS OF PERIOD
\n ———- ———- ———- ———- ———-<\/p>\n
YEAR ENDED DECEMBER 31, 2000:<\/p>\n
RESERVES AND ALLOWANCES
\n DEDUCTED FROM ASSET ACCOUNT:
\n ACCOUNTS RECEIVABLE
\n ALLOWANCES $ 15,917 $ 27,070 $ 22,749 (2) $ 20,238
\n ———- ———- ———- ———- ———-
\n $ 15,917 $ 27,070 $ 0 $ 22,749 $ 20,238
\n ========== ========== ========== ========== ==========<\/p>\n
YEAR ENDED DECEMBER 26, 1999:<\/p>\n
RESERVES AND ALLOWANCES
\n DEDUCTED FROM ASSET ACCOUNT:
\n ACCOUNTS RECEIVABLE
\n ALLOWANCES $ 15,738 $ 25,135 $ 24,956 (2) $ 15,917
\n ———- ———- ———- ———- ———-
\n $ 15,738 $ 25,135 $ 0 $ 24,956 $ 15,917
\n ========== ========== ========== ========== ==========
\nYEAR ENDED DECEMBER 27, 1998:<\/p>\n
RESERVES AND ALLOWANCES
\n DEDUCTED FROM ASSET ACCOUNT:
\n ACCOUNTS RECEIVABLE
\n ALLOWANCES $ 14,963 $ 20,854 (9)(1) $ 20,070 (2) $ 15,738
\n ———- ———- ———- ———- ———-
\n $ 14,963 $ 20,854 ($9) $ 20,070 $ 15,738
\n ========== ========== ========== ========== ==========
\n<\/table>\n
(1) Represents amounts from the former BIS division included under “Income
\n (loss) from discontinued BIS operations” in the Consolidated Statement of
\n Income.<\/p>\n
(2) Represents uncollectible accounts written-off, net of recoveries, and
\n dispositions of subsidiaries’ balances.<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7996],"corporate_contracts_industries":[9467],"corporate_contracts_types":[9540,9539],"class_list":["post-39883","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-knight-ridder-inc","corporate_contracts_industries-media__newspapers","corporate_contracts_types-compensation__benefits","corporate_contracts_types-compensation"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39883","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=39883"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39883"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39883"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39883"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}