EX-10.23 2 dex1023.htm OFFER LETTER BETWEEN GATEHOUSE MEDIA INC, AND MELINDA A. JANIK Offer Letter between GateHouse Media Inc, and Melinda A. Janik

Exhibit 10.23

LOGO

                        December 23, 2008

Ms. Melinda Janik

2500 East Avenue

Apt. 4G

Rochester, NY 14610

Dear Melinda:

To confirm our recent conversation, I am pleased to offer you the position of Chief Financial Officer at GateHouse Media, Inc. (“GHS”). This position represents an officer position and will report to the CEO along with dotted line reporting responsibility to the Board of Directors. Your initial annual base salary will be at the rate of $275,000.00 per year. You will also be eligible for an annual bonus based on achievement of annually agreed upon goals, with the target bonus being 50% of base pay. This bonus can be paid with cash and stock and is subject to approval by the Board of Directors.

You will receive as soon as practicable after your start date, an initial award of GateHouse Media, Inc. restricted stock of 100,000 shares. The restricted stock award will be subject to certain transfer and forfeiture restrictions and will vest ratably over three years, equally each year, on the anniversary of the grant date, and otherwise be subject to the terms and conditions of the GateHouse Media, Inc. Omnibus Stock Plan then in effect. THIS LETTER DOES NOT CONSTITUE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OF GATEHOUSE MEDIA, INC.

In addition, you will be entitled to participate in all GHS benefit plans we offer for which you are eligible, all in accordance with the terms of such plans. While the plans offered may change from time to time during your employment we currently offer the following:

 

   

Vacation: 20 days per year

   

Health Insurance: Excellus Blue Cross Blue Shield PPO plans

   

Dental Insurance: MetLife

   

Life Insurance: Sun Life Financial

 

 

401(k): Available the 1st of the month following 30 days of employment

   

Short and Long Term Disability

Your starting date will be no later than February 2, 2009.

As a formal indication of your acceptance of this position, please sign this letter in the space below and return it to me no later than 5:00 p.m. local time, on December 24, 2008.

 

GATEHOUSE MEDIA, INC

350 WillowBrook Office Park

Fairport, New York 14450

Phone 585-585-0030 Fax 585-248-2631


LOGO

In accepting our offer of employment, you certify your understanding that your employment will be on an at-will basis, and that neither yourself nor the company has entered into a contract regarding the terms or duration of your employment. As an at-will employee, you will be free to terminate your employment with the company at any time, with or without cause or advance notice. Likewise, the company will have the right to reassign you, to change your compensation, or to terminate your employment at any time, with or without cause or advance notice.

In the event of involuntary not for cause termination or a change in control with termination, you shall be entitled to:

 

  (i) accrued but unpaid base salary and accrued and unused vacation pay through the date of such termination;
  (ii) an amount equal to twelve (12) months’ current base salary;
  (iii) the annual bonus including any declared bonus not yet paid;
  (iv) continuation of health benefits at the same levels until the earlier of (a) the time it takes to become eligible for benefits from a new employer or (b) twelve (12) months from the date of termination
  (v) the shares subject to the Initial Stock Grant and any additional Restricted Stock Bonuses that would have vested on the next anniversary date following the date of such termination, but in no event less than one-third (1/3) each of the shares subject to the Initial Stock Grant and any additional Restricted Stock Bonuses; and
  (vi) if within twelve (12) months of a change in control, 100% of the remaining unvested shares subject to the Initial Stock Grant and an additional Restricted Stock Bonuses, which shall automatically vest.

We look forward to your arrival at GHS and are confident that you will play a key role in our company’s growth and expansion. Please let me know if you have any questions or if I can do anything to make your arrival easier.

If you have any questions, please feel free to contact me by calling (585) 598-0029.

Very truly yours,

/s/ Mike Reed

Chief Executive Officer

Agreed and accepted this 24th day of December, 2008

By: /s/ Melinda Janik

GATEHOUSE MEDIA, INC

350 WillowBrook Office Park

Fairport, New York 14450

Phone 585-585-0030 Fax 585-248-2631