VP Finance (R. Ridgway) Employment Agreement

EXHIBIT 10.34


EMPLOYMENT AGREEMENT


AGREEMENT made and entered into as of the 1st day of June, 1999, by and between PULITZER INC., a Delaware corporation with its principal offices in St. Louis, Missouri (the "Company"), and RONALD H. RIDGWAY, a resident of the State of Missouri ("Mr. Ridgway").


1. Employment. The Company will continue to employ Mr. Ridgway, and Mr. Ridgway will continue to be employed by the Company, upon the terms and conditions set forth in this Agreement.


2. Term of Employment. Subject to earlier termination in accordance with Section 7, the term of Mr. Ridgway's employment under this Agreement will be begin as of the date hereof and will end on August 31, 2001.


3. Position, Duties and Responsibilities. Mr. Ridgway will serve as Senior Vice President-Finance or in such other senior executive capacity as the Board of Directors of the Company (the "Board") may determine. Mr. Ridgway will report directly to the Chairman of the Board and the Chief Executive Officer of the Company. Mr. Ridgway will devote substantially all of his business time and attention to the performance of his duties and responsibilities under this Agreement. Mr. Ridgway may engage in personal, charitable, investment, professional and other activities to the extent such activities do not prevent him from properly fulfilling his obligations to the Company under this Agreement.


4. Compensation.


(a) Base Salary. The Company will pay salary to Mr. Ridgway at an annual rate of $360,000, in accordance with its regular payroll practices. The Board will review Mr. Ridgway's salary at least annually. The Board, acting in its discretion, may increase (but may not decrease) the annual rate of Mr. Ridgway's salary in effect at any time.


(b) Annual Incentive Awards. Mr. Ridgway will participate in any bonus plan that may be established by the Company on the same basis as other senior executives. At a minimum, Mr. Ridgway will be eligible for an annual target incentive opportunity of 40% of salary. Annual bonuses will be payable promptly after the end of the year for which they are earned, subject to deferral requirements that may be imposed by the Company in order to preserve its income tax deduction or elective deferral opportunities that may be afforded by the Company.


(c) Employee Benefit Programs and Perquisites. Mr. Ridgway will be entitled to participate in such employee retirement, pension, welfare and fringe benefit plans, arrangements and programs of the Company as are made available to the Company's employees generally and to receive such additional benefits and perquisites as are made available to other senior level executives of the Company from time to time. The Company has assumed the obligations of Pulitzer Publishing Company ("PPC") under its split dollar life insurance agreement dated December 30,1996 with Doris D. Ridgway and Boatmen's Trust Company, as amended. Mr. Ridgway will be entitled to participate in any stock option, restricted stock or other equity-based plans or programs of the Company that are made available to other executives of the Company.


(d) SERP. The Company has assumed the obligations of PPC to Mr. Ridgway for benefits accrued by Mr. Ridgway under PPC's Supplemental Executive Benefit Pension Plan ("SERP")


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prior to the closing (the "Closing") of the transactions contemplated by the Amended and Restated Agreement and Plan of Merger, dated as of May 25, 1998, by and among PPC, the Company and Hearst-Argyle Television Inc., and the Company will either continue to maintain the SERP for the benefit of its eligible employees (including Mr. Ridgway) or will establish another plan or arrangement that will provide Mr. Ridgway with continuing future benefits and accruals that are at least as favorable as would have been provided under the terms of the SERP in effect immediately prior to the Closing.


(e) Retirement. Notwithstanding anything to the contrary contained herein or in any other agreement, plan, program or arrangement, if Mr. Ridgway continues his employment with the Company through the end of the stated term or if his employment ends sooner for any reason other than death, termination by the Company for Cause (as defined in Section 7(c) hereof) or voluntary termination by Mr. Ridgway without Good Reason (as defined in Section 7(d) hereof), then, for all purposes of this Agreement and for the purposes of determining Mr. Ridgway's and his dependents' or beneficiaries' rights and entitlements under any pension, retiree medical, retiree life insurance, or any other employee benefit plan, program or arrangement (except any tax-qualified retirement pension or savings plan in which Mr. Ridgway is then a participant), including, without limitation, the right to receive his total accrued SERP benefit (without reduction for early retirement or otherwise) and the acceleration of his vesting under any stock option, restricted stock or other equity compensation plan or arrangement of the Company, Mr. Ridgway will be deemed to have terminated active employment by reason of his normal retirement.


5. Place and Conditions of Employment. Mr. Ridgway's place of employment during the term of his employment under this Agreement will be in the St. Louis metropolitan area, subject to the need for occasional business travel. The conditions of Mr. Ridgway's employment, including, without limitation, office space and accouterments, secretarial, administrative and other support, will be consistent with his status as a senior executive officer of the Company.


6. Reimbursement of Business Expenses. Mr. Ridgway is authorized to incur reasonable expenses in carrying out his duties and responsibilities under this Agreement, and the Company will promptly reimburse him for all such expenses that are so incurred upon presentation of appropriate vouchers or receipts, subject to the Company's expense reimbursement policies applicable to senior executive officers generally.


7. Termination of Employment.


(a) Death. If Mr. Ridgway's employment with the Company terminates before the end of the stated term of this Agreement by reason of his death, then, as soon as practicable thereafter, the Company will pay to his estate an amount equal to his "Accrued Compensation" (defined below). Mr. Ridgway's spouse and covered dependents will be entitled to continue to participate in the Company's group health plan(s) at the same benefit level at which they participated immediately before Mr. Ridgway's death for a period of at least one year after Mr. Ridgway's death or, if longer, for the balance remaining in the stated term of this Agreement at the time of his death, and, thereafter, for such additional continuation period as may be available under COBRA or under any post-retirement group health plan or arrangement in which Mr. Ridgway participated prior to his death. For the purposes hereof, the term "Accrued Compensation" means, as of any date, the amount of any unpaid salary earned by Mr. Ridgway through that date, plus a pro rata amount of Mr. Ridgway's target annual incentive award for the year in which such date occurs, plus any


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additional amounts and/or benefits payable to or in respect of Mr. Ridgway under and in accordance with the provisions of any employee plan, program or arrangement under which Mr. Ridgway is covered immediately prior to his death.


(b) Disability. If the Company terminates Mr. Ridgway's employment before the end of the stated term of this Agreement by reason of Mr. Ridgway's "disability" (defined below), then Mr. Ridgway will be entitled to (1) his Accrued Compensation through his employment termination date (determined with regard to Section 4(e)), (2) continuing salary payments (at the rate in effect at the time his employment terminates), reduced by any amounts payable to him pursuant to a Company-sponsored long term disability program, during the one-year period following the termination of his employment, and (3) continuing participation in the Company's group health plan(s) at the same benefit level at which he and his covered dependent(s) participated immediately before the termination of his employment for a period of at least one year after such termination or, if longer, for the balance remaining in the stated term of this Agreement at the time of such termination of employment, and, thereafter, for such additional continuation period as may be available under COBRA or under any post-retirement group health plan or arrangement in which Mr. Ridgway participated prior to the termination of his employment by reason of his disability. For purposes of this Agreement, the term "disability" means the inability of Mr. Ridgway to substantially ...