Offer Letter between GateHouse Media Inc, and Melinda A. Janik



 Exhibit 10.23 
 

 
                         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 







 

 
 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