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EXHIBIT 4.1
PULITZER INC.
2000 STOCK PURCHASE PLAN
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(Effective as of April 1, 2000)
1. Purpose. The purpose of the Plan is to provide eligible Employees of
certain Designated Subsidiaries of the Company with a convenient way to acquire
shares of the Company's Common Stock through payroll deductions.
2. Definitions. Wherever used herein, the following terms have the
following meanings:
(a) "Account" means the bookkeeping account established in the
name of each Participant to reflect the payroll deductions made on behalf of the
Participant.
(b) "Board" means the Board of Directors of the Company.
(c) "Code" means the Internal Revenue Code of 1986, as amended.
(d) "Committee" means the administrative committee appointed
by the Board to administer the Plan.
(e) "Common Stock" means the common stock of the Company, $.01
par value per share.
(f) "Company" means Pulitzer Inc., a Delaware corporation, and
any successor thereto.
(g) "Compensation" means the base cash compensation paid by
the Company or a Designated Subsidiary to a Participant which is required to be
reported as wages on the Participant's Form W-2, including such additional
amounts which are not includable in gross income by reason of Sections 125,
402(e) or 402(h)(1)(B) of the Code, and excluding any bonuses, overtime pay,
expense allowances and other irregular payments (except commissions).
(h) "Designated Subsidiary" means any Subsidiary which has
been designated from time to time by the Board to participate in the Plan
including, without limitation, the Subsidiaries set forth on Schedule I hereto
(as amended from time to time).
(i) "Employee" means an individual who performs services for a
Designated Subsidiary in an employer-employee relationship.
(j) "Enrollment Date" means the first day of an Offering
Period.
(k) "Exercise Date" means the last business day of an Offering
Period.
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(l) "Fair Market Value" means the closing sale price per share
of the Common Stock as published by a national securities exchange on which
shares of the Common Stock are traded on such date or, if there is no sale on
such date, on the next preceding date.
(m) "Offering Period" means the calendar quarter commencing as
of April 1, 2000, and each calendar quarter thereafter; provided, however, that
the Committee shall have the power to change the duration of Offering Periods
and the commencement dates thereof from time to time.
(n) "Participant" means any Employee for whom an Account is
maintained under the Plan.
(o) "Subsidiary" means (i) any trade or business, other than a
corporation, which is controlled fifty percent (50%) or more (whether by
ownership of stock, assets or an equivalent ownership interest) by the Company
or any of its Subsidiaries, including, without limitation, a partnership or a
limited liability company, or (ii) any other entity in which the Company or any
of its Subsidiaries has an equity or other ownership interest and which is
approved by the Board as a Subsidiary under the Plan.
3. Available Shares. Subject to the provisions of Section 11 hereof,
the maximum number of shares of Common Stock available for issuance pursuant to
the Plan shall not exceed 300,000 shares less the number of shares previously-
issued under the Pulitzer Inc. 1999 Employee Stock Purchase Plan, as amended.
Such shares may be either authorized and unissued or held by the Company in its
treasury. The Committee may cause the Company to purchase previously-issued
and outstanding shares of Common Stock in order to enable the Company to
satisfy its obligations hereunder.
4. Administration. The Plan shall be administered by a committee
appointed by and serving at the pleasure of the Board. Subject to the
provisions of the Plan, the Committee, acting in its sole and absolute
discretion, shall have full power and authority to interpret the provisions of
the Plan, to change the time covered by an Offering Period, to supervise the
administration of the Plan, and to take such other 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 shall 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. The decisions of the Committee with
regard to questions of construction, interpretation and administration, shall be
final and conclusive on all persons. The Committee shall keep a record of its
proceedings and acts and 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 of a Subsidiary 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
wilful misconduct.
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5. Eligibility and Enrollment. An Employee shall be eligible to become
a Participant in the Plan on the Enrollment Date coincident with or next
following the date he commences employment with a Designated Subsidiary. An
eligible Employee shall become a Participant for an Offering Period by
completing a Plan enrollment form authorizing payroll deductions and filing it
with the Company prior to the Offering Period. Payroll deductions for a
Participant shall commence with the first payroll and shall end with the last
payroll in the Offering Period to which such authorization is applicable, unless
sooner terminated by the Participant in accordance with the provisions hereof.
Notwithstanding anything herein to the contrary, the Committee may, in its sole
discretion, limit the number of shares of Common Stock a Participant may
purchase during any Offering Period or any calendar year.
6. Payroll Deduction. At the time a Participant enrolls in the Plan, he
or she shall be required elect the amount to be deducted from each paycheck
during the Offering Period(s) covered by the election; provided, however, that
no more than ten percent (10%) of a Participant's Compensation may be withheld
under the Plan on any pay date, and provided further that the Committee, acting
in its discretion, may establish a minimum required amount or percentage of
Compensation which is required to be withheld during an Offering Period. All
payroll deductions made for a Participant shall be credited to the Participant's
Account. Interest shall not accrue on any amounts credited to a Participant's
Account. The rate of a Participant's contribution, once established, shall
remain in effect for all subsequent Offering Periods unless changed by the
Participant in writing at such time and in such manner as the Committee may
prescribe.
7. Purchase of Shares. On each Exercise Date, the amount credited to a
Participant's Account shall be used to purchase a whole number of shares of
Common Stock, the number of which shall be determined by dividing the amount
credited to the Participant's Account by the purchase price per share. Any
amount remaining in the Participant's Account shall be converted to a fractional
share unless the Committee, acting, in its discretion, determines that
fractional shares shall not be credited to Participants under the Plan, in which
event, subject to the Participant's continuing withdrawal right, such amount
shall be credited to the Participant's Account as of the beginning of the next
Offering Period. Subject to Section 11 of the Plan, the purchase price per share
shall be equal to eighty-five (85%) of the Fair Market Value of a share of
Common Stock on the Exercise Date. If the total number of shares of Common Stock
to be purchased as of an Exercise Date, when aggregated with shares of Common
Stock previously purchased for all Employees under the Plan, exceeds the number
of shares then authorized under the Plan, a pro-rata allocation of the available
shares shall be made among the Participants based upon the amounts in their
respective Accounts as of the Exercise Date.
8. Discontinuance and Withdrawal of Contributions; Change of Rate of
Payroll Deductions.
(a) Discontinuance or Withdrawal. At any time during an
Offering Period, a Participant may notify the Company that the Participant
wishes to discontinue contributions under the Plan. This notice shall be in
writing and shall become effective as soon as practicable following its receipt
by the Company. A Participant may elect to withdraw all, but not less than all,
of the amount of his Account at any time during an Offering Period except on the
Exercise Date with
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respect to that Offering Period. If a withdrawal is made during an Offering
Period, no further contributions will be permitted during that Offering Period
by the withdrawing Participant.
(b) Withholding Changes. At any time during an Offering
Period, a Participant may increase or decrease the rate of his payroll
deductions by completing or filing with the Company a new enrollment form
authorizing a change in payroll deduction rate. The Committee may, in its
discretion, limit the number of payroll deduction rate changes during any
Offering Period. The change in rate shall be effective as soon as practicable
after the Company's receipt of the new enrollment form.
9. Termination of Employment. Any Participant whose employment with a
Designated Subsidiary is terminated for any reason before an Exercise Date shall
thereupon cease being a Participant. The total amount credited to the
Participant's Account during the Offering Period shall be returned to the
Participant or, in the case of a deceased Participant, to the Participant's
beneficiary, as soon as practicable after the Participant's termination of
employment. For purposes of this Section 9, a Participant who its transferred
from one Designated Subsidiary to another or to the Company or any other
Subsidiary of the Company shall be deemed not to have terminated employment.
10. Rights as a Stockholder. No shares of Common Stock shall be issued
under the Plan until full payment therefor has been made (and/or provided for if
all or a portion of the purchase price is being paid in installments). The
holder of an option shall have no rights as a stockholder with respect to any
shares covered by an option until the date a stock certificate for such shares
is issued to him or her. Except as otherwise specifically provided herein, no
adjustments shall be made for dividends or distributions of other rights for
which the record date is prior to the date such stock certificate is issued.
11. Capital Changes, Reorganization, Sale.
(a) Adjustments Upon Changes in Capitalization. The number and
class of shares of Common Stock which may be issued under the Plan, as well as
the number and class of shares of Common Stock and the price per share covered
by each right outstanding under the Plan which has not yet been exercised, shall
be adjusted proportionately or as otherwise appropriate to reflect any increase
or decrease in the number of issued shares of Common Stock resulting from a
split-up or consolidation of shares or any like capital adjustment, or the
payment of a stock dividend, and/or to reflect a change in the character or
class of shares covered by the Plan arising from a readjustment or
recapitalization.
(b) Cash, Stock or Other Property for Stock. Except as otherwise
provided in this Section, in the event of an Exchange Transaction (as
defined below), each Participant shall be permitted to purchase Common Stock
with the balance of his or her Account immediately prior to such Exchange
Transaction, and any amount credited to a Participant's Account which is not
used to purchase Common Stock before the Exchange Transaction shall be
distributed to the Participant. Notwithstanding the preceding sentence, (1) if,
as part of the Exchange Transaction, the stockholders of the Company receive
capital stock of another corporation ("Exchange Stock") in exchange for their
shares of Common Stock (whether or not such Exchange Stock is the sole
consideration), and
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if the Board, in its sole discretion, so directs, then the rights of all
Participants to purchase shares of Common Stock shall be converted into rights
to purchase shares of Exchange Stock on an economically equivalent basis; and
(2) the Committee, acting in its discretion, may suspend operation of the Plan
as of any date that occurs after a contract is made which, if consummated, would
result in an Exchange Transaction and before the Exchange Transaction is
consummated.
(c) Definition of Exchange Transaction. For purposes hereof, the term
"Exchange Transaction" means a merger (other than a merger of the Company in
which the holders of Common Stock immediately prior to the merger have the same
proportionate ownership of Common Stock in the surviving corporation immediately
after the merger), consolidation, acquisition of property or stock, separation,
reorganization (other than a mere reincorporation or the creation of a holding
company), liquidation of the Company or any other similar transaction or event
so designated by the Board in its sole discretion, as a result of which the
stockholders of the Company receive cash, stock or other property in exchange
for or in connection with their shares of Common Stock.
(d) Fractional Shares. In the event of any adjustment in the number of
shares of Common Stock covered by any right pursuant to the provisions hereof,
any fractional shares resulting from such adjustment shall be disregarded and
each such right will cover only the number of full shares of Common Stock
resulting from the adjustment.
(e) Determination of Board to be Final. All adjustments under this
Section 11 shall be made by the Board, and its determination as to what
adjustments shall be made, and the extent thereof, shall be final, binding and
conclusive.
12. Amendment and Termination. The Board may amend or terminate the Plan at
any time; provided that any such amendment shall be subject to the approval of
the Company's stockholders if and to the extent such approval is necessary or
desirable to comply with applicable law or exchange requirements.
13. Transferability. The rights of a Participant to purchase Common Stock
under the Plan are not assignable or transferable and may only be exercised
during the Participant's lifetime by the Participant. A Participant may file a
written designation of a beneficiary who is to receive the amount credited to
the Participant's Account in the event of the Participant's death during an
Offering Period. A Participant's beneficiary designation may be changed by the
Participant at any time by written notice. In the event of the death of a
Participant and in the absence of a validly designated beneficiary who is living
at the time of the Participant's death, the Participant's estate shall be deemed
to be his designated beneficiary.
14. No Rights Conferred. Nothing contained in the Plan shall be deemed to
give any individual any right to be retained in the service or employ of a
Designated Subsidiaries or to interfere with the right of the Designated
Subsidiary to discharge him at any time.
15. Use of Funds. All payroll deductions received or held by the Company
under the Plan may be used by the Company for any corporate purpose, and the
Company shall not be obligated to segregate such payroll deductions.
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16. Legal Requirements. The Committee may impose such other conditions
with respect to the purchase of Common Stock hereunder, including, without
limitation, any conditions relating to the application of federal or state
securities laws, as it may deem necessary or advisable.
17. Governing Law. The Plan shall be governed by the laws of the State of
Delaware, without regard to its conflict of laws provisions.
18. Decisions and Determinations of Committee to be Final. Any decision
or determination made by the Board pursuant to the provisions hereof and, except
to the extent rights or powers under this Plan are reserved specifically to the
discretion of the Board, all decisions and determinations of the Committee are
final, binding and conclusive.
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