EXHIBIT 10.1
THE NEW YORK TIMES
COMPANY
SUPPLEMENTAL EXECUTIVE RETIREMENT
PLAN
Effective January 1,
1983
Amended and Restated Effective
February 19, 1987
Amended May 5, 1989
Amended and Restated Effective
January 1, 1993
Amended and Restated Effective
January 1, 2004
Amended and Restated Effective
January 1, 2008
THE NEW YORK TIMES
COMPANY
SUPPLEMENTAL EXECUTIVE RETIREMENT
PLAN
PURPOSE
The Supplemental Executive
Retirement Plan is designed to provide a benefit which, when added
to the retirement income provided under other Company plans, will
ensure the payment of a competitive level of retirement income to
key senior executives of The New York Times Company, thereby
providing an additional incentive for assuring orderly management
succession. Eligibility for participation in the Plan shall
be limited to executives designated by the SERP Committee.
This Plan became effective on January 1, 1983, and shall be
effective as to each Participant on the date he or she is
designated as such hereunder. The Plan, as previously
amended, is hereby amended and restated effective as of
January 1, 2008.
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SECTION I
DEFINITIONS
1.1.
“Basic Plan” means the
qualified defined benefit pension plan to which the Company makes
or has made contributions on behalf of a designated Participant
(including, but not limited to The New York Times Companies Pension
Plan, The Guild-Times Pension Plan and The Retirement Annuity Plan
for Craft Employees of The New York Times Company (non-contributory
portion)).
1.2.
“Basic Plan Benefit”
means the amount of benefit payable to a Participant under any
Basic Plan, assuming immediate commencement of payments as of the
date of Retirement, with benefits payable in the form of a straight
life annuity.
1.3
“Code” means the
Internal Revenue Code of 1986, as amended.
1.4
“Child” means a natural
or legally adopted child of a Participant and his/her Surviving
Spouse.
1.5
“Company” means The New
York Times Company and its subsidiaries and affiliates.
1.6
“Dependent Child(ren)”
means any unmarried Child(ren) who reside with a Participant or a
Surviving Spouse at the time of Participant’s or the
Surviving Spouse’s death, as applicable.
1.7
“Final Average Earnings”
means effective April 1, 2000, the average of the highest
consecutive sixty (60) months of Earnings out of the last one
hundred twenty (120) months preceding the date on which the
Participant retires multiplied by twelve (12).
“Earnings” for any calendar year shall include the
Participant’s base salary, annual cash bonuses and sales
commissions paid during such
3
year, and shall exclude any other compensation
(such as deferred incentive compensation under the Long-Term
Incentive Plan, retirement units and performance awards (other than
annual cash bonuses) under the Executive Incentive Award Plan, the
1991 Executive Stock Incentive Plan, 1991 Executive Cash Bonus Plan
and any successor plans and stock options under the 1974 Incentive
Stock Option Plan, the Employee Stock Purchase Plan, the 1991
Executive Stock Incentive Plan and any successor plans) and
any contributions to or benefits under this Plan or any other
pension, profit-sharing, stock bonus or other plan of deferred
compensation; except that amounts deferred under a non-qualified
deferred compensation plan and/or amounts which the Company
contributes to a plan on behalf of the Participant pursuant
to a salary reduction agreement which are not includible in the
Participant’s gross income under sections 125, 402(e)(3),
492(h) or 403(b) of the Code shall be
included.
1.8
“Key Executive Position”
means a position so designated by the SERP Committee.
1.9
“Participant” means an
individual holding a Key Executive Position who has been designated
as a Participant by the SERP Committee. An executive shall
become a Participant in the Plan as of the date he or she is
individually selected by, and specifically named by the SERP
Committee for inclusion in the Plan. If a Participant is
reclassified to a responsibility that is not a Key Executive
Position, the Participant’s continuing eligibility will be
subject to the approval of the SERP Committee.
1.10
“Plan” means The New
York Times Company Supplemental Executive Retirement
Plan.
1.11
“Retirement” or
“Retire” means the termination of a Participant’s
employment with the Company on one of the Retirement Dates
specified in Section 2.1.
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1.12
“SERP Committee” or
“Committee” means a committee consisting of the
Chairman and the President of The New York Times
Company.
1.13
“Service” means the
Participant’s service for vesting purposes as defined in the
Basic Plan, up to a maximum of twenty (20) years, and shall include
any additional service credit in specific situations as may be
authorized by the Committee. Additionally, service shall
include any credits for service pursuant to a buyout plan or
agreement accepted by a Participant.
1.14
“Surviving Spouse” means
the person to whom a Participant is married on the date on which
benefits commence (or at his death, if earlier).
1.15
The masculine gender, where
appearing in the Plan, will be deemed to include the feminine
gender, and the singular may include the plural, unless the context
clearly indicates the contrary.
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SECTION II
ELIGIBILITY FOR BENEFITS
2.1.
Each Participant with ten
(10) or more years of Service shall be eligible to Retire and
receive a benefit under this Plan beginning on one of the following
Retirement Dates:
(a) “Normal Retirement
Date,” which is the first day of the month following the
month in which the Participant reaches age sixty-five
(65).
(b) “Early Retirement
Date,” which is the first day of any month following
(i) the Participant’s sixtieth (60th) birthday, or
(ii) if the Committee consents to the Participant’s
early retirement, the Participant’s fifty-fifth (55th)
birthday.
(c) “Postponed
Retirement Date,” which in the case of a Participant who
terminates his employment with the Company after his Normal
Retirement Date, is the first day of the month next following the
month in which the Participant terminates employment with the
Company.
2.2.
For purposes of determining a
Participant’s age under this Plan and Retirement Dates
thereunder, the age of a Participant shall include any age credit
pursuant to a buyout plan or agreement accepted by a
Participant.
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SECTION III
AMOUNT AND FORM OF RETIREMENT
BENEFIT
3.1.
The annual Retirement benefit
payable to a Participant who Retires on his Normal Retirement Date
shall equal the excess, if any, of (a) fifty percent (50)% of
the Final Average Earnings (prorated at two and one-half percent
(2.5%) times Final Average Earnings times years of Service for
Service of less than twenty (20) years) over (b) the sum of
the Basic Plan Benefits payable as of the Participant’s
Normal Retirement Date.
3.2.
The annual Retirement benefit
payable to a Participant who Retires on an Early Retirement Date
shall equal the benefit determined using the formula in
Section 3.1, reduced by four percent (4%) for each year
(one-third (1/3) of one percent (1%) for each month) benefits
commenced prior to age sixty (60), less the sum of the annual Basic
Plan Benefits payable as of the Participant’s Early
Retirement Date.
3.3.
The annual Retirement benefit
p