EX-10.14



 Exhibit 10.14 

OFFER OF EMPLOYMENT 
 November 2, 2016 

Alex Vetter 
 Cars.com 

175 West Jackson Blvd 
 8th Floor 

Chicago, IL 60604 
 Dear Alex, 

Subject to the approval of the Board of Directors of TEGNA Inc., I am pleased to extend you an offer to continue your position as the President and Chief
Executive Officer of Cars.com (the “Company”) following the date the Company is spun off from TEGNA (the “Spinoff”). The terms of your employment after the Spinoff are set forth below. 

Reporting Relationship and Location. While serving as President and Chief Executive Officer of the Company after the Spinoff you will report
directly to the Board of Directors of the Company, and your primary office location will be at the Company’s headquarters in Chicago, IL. This is a full-time exempt position. 

Total Target Compensation. The initial total compensation opportunity is detailed below. 

 

					
	 Component of Pay
	  	 Amount
	  	 Comments

	Annual Base Salary	  	$550,000	  	Effective the day after the Spinoff
			
	Annual Performance Bonus Target	  	110% of base salary	  	 •       Effective the day after the Spinoff

			
		  		  	 •       Bonus for full-year 2017 will be based on a
combination of applicable target awards and KPIs pre- and post-Spinoff and is subject to the Code Section 162(m) limitations on such bonus established by Parent

			
		  		  	 •       Payment of the full-year 2017 bonus will occur in
Q1 2018

			
	Long-Term Incentive Target Value	  	$3.0M Annualized	  	 •       Effective after the Spinoff

			
		  		  	 •       In January 2017, you will be granted a long term
incentive award in the form of TEGNA restricted stock units with the same design as other TEGNA senior leadership participants. The value of such award will be consistent with your current target level value

			
		  		  	 •       Upon the Spinoff, the January 2017 award shall be
converted into an award of Cars.com restricted stock units under the concentration method

			
		  		  	 •       After the Spinoff, it is expected that the new
Executive Compensation Committee of the Cars.com Board of Directors will grant you an additional award reflecting your role as CEO and whose value when added to the value of your pre-Spinoff 2017 award will be
approximately $3.0 million

			
	Total Target Compensation	  	$4.155M	  	Shown on a full-year basis








 Annual Performance Bonus. You will be eligible to participate in the Company’s annual bonus
plan as in effect from time to time. 
 Long-Term Incentive. For your January 2017 grant, you will be eligible to participate in the TEGNA
Inc. 2001 Omnibus Incentive Compensation Plan, as amended (the “LTI Plan”) and be granted a restricted stock unit award as determined by the Executive Compensation Committee of the TEGNA Board of Directors (the “ECC”). Such award
will be subject to approval of the ECC and the terms of the LTI Plan and the award agreement. Upon the Spinoff, the 2017 award shall be converted into an award of restricted stock units in Cars.com stock under the concentration method. For awards
granted after January 2017, it is anticipated that the Company will adopt its own Omnibus Incentive Compensation Plan, and the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) will grant you
stock-based awards under that Plan from time to time. 
 For stock-based awards granted on or after the date of this letter, in the event the Company
involuntarily terminates you without cause under circumstances that constitute a “qualifying termination” under the Cars.com Inc. Executive Severance Plan or a successor severance plan, you will receive service credit and continue to vest
in such awards for no less than the 18 month period following your termination of employment. 
 The initial stock-based awards granted to you on or after
the date of the Spinoff will include change in control vesting and payment provisions that are substantially similar to the change in control vesting and payment provisions generally provided in the stock-based award agreements under the LTI Plan as
of the date of this letter. 
 Benefits. You will be eligible for the retirement and welfare benefits programs generally offered by the
Company in accordance with the terms of such plans as in effect from time to time, which may be amended. 
 Stock Ownership Guidelines. The
Company will establish stock ownership guidelines that will be communicated to you after the Spinoff. 
 Severance Benefits and Restrictive
Covenants. In lieu of your severance rights under your Employment Agreement dated November 4, 2014, (the “Employment Agreement”) you will become a participant in the following severance programs: 

 

	•	 	The Company will adopt a change in control severance plan, in substantially the form attached hereto as Exhibit A (the “Change in Control Severance Plan”). Subject to the terms of the Change in Control
Severance Plan, you will have the opportunity to receive a severance benefit in the event of a change in control of the Company in an amount that is not less than 2.0X base + bonus (bonus defined as the average bonus you were paid in the three
preceding years). While the Change in Control Severance Plan may be amended or terminated, the Company agrees at all times to provide you the opportunity to receive a change in control severance benefit in the amount of 2.0X base + bonus under such
plan or a successor plan, subject to the terms of the plan or successor plan. 

  

	•	 	 The Company will adopt an executive severance plan, in substantially the form attached hereto as Exhibit B (the
“Executive Severance Plan”). Subject to the terms of the Executive Severance Plan, you will have the opportunity to receive a benefit in an amount that is not less than 1.5X base + bonus (bonus defined as the average bonus you were paid in
the three preceding years). While the Executive Severance Plan may be amended or terminated, the Company agrees at all times to provide you the opportunity to receive a severance 



  
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benefit in the amount of 1.5X base + bonus under such plan or a successor plan, subject to the terms of the plan or successor plan. In the event a severance benefit is also payable under the
Change in Control Severance Plan, or a successor plan, no benefit will be payable under the Executive Severance Plan, or successor plan. 



Impact to Your Current Employment Contract. In consideration for the compensation offered under this letter, you hereby agree to forever waive
and relinquish your rights under your Employment Agreement with the sole exception that you will continue to have the severance rights set forth under the Employment Agreement with respect to the long-term incentive awards that have been granted to
you as of the date of this letter, but not for any long-term incentive awards granted after the date of this letter, including, without limitation, the long-term incentive awards contemplated by this letter. 

Vacation. You will be eligible for 5 weeks’ annual vacation. 

Effectiveness. The effectiveness of this letter is contingent upon the occurrence of the Spinoff, and, if for any reason, the Spinoff is not
consummated, this letter will be void ab initio. Effective as of the Spinoff, this letter will be assumed by the Company without further action, and TEGNA will have no obligations with respect thereto. 

You are free to resign at any time, with or without cause. Similarly, your employment with the Company is “at will”, and the Company may terminate
your employment at any time, with or without cause, so long as there is no violation of applicable federal or state law. Your right to participate in and receive benefits under the Company’s various benefits and compensation plans are subject
to the terms of the plans. The Company reserves the right to amend or terminate its benefits and compensation plans at any time, and all compensation paid to you is subject to applicable taxes and withholding requirements. 

We are delighted at the prospect of your leading the Company following the Spinoff, in what we expect will be a mutually rewarding relationship and productive
experience. Should the terms of this letter be acceptable, we would appreciate you confirming agreement with your signature below by close of business on November 2, 2016. If you have questions, please feel free to contact me. 

Best regards, 
  

	
	 /s/ Howard Elias

	Howard Elias
	Chairman of the Executive Compensation Committee, TEGNA Board of Directors

 Acceptance 
  

							
	Signature:	 	 /s/ Alex Vetter
	 		 	Date: 11/2/16

 CC: Marjorie Magner 

  
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