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SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

Employee Benefits Plan Agreement

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This Employee Benefits Plan Agreement involves

NEW YORK TIMES COMPANY

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Title: SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Governing Law: New York     Date: 2/26/2009
Industry: Printing and Publishing     Sector: Services

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN, Parties: new york times company
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Exhibit 10.16

 

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

 

 

Amended and Restated Effective January 1, 2009

 



 

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, 2009 to comply with the applicable requirements of section 409A of the Code, and to reflect a change in the benefit formula for Participants with less than twenty (20) years of Service.

 

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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.          “Contingent Annuitant” means the person designated by the Participant to receive the survivor portion of the Joint and Survivor Annuity.  In the event a married Participant fails to designate a Contingent Annuitant, the Contingent Annuitant shall be deemed to be the Participant’s Surviving Spouse, if any.

 

1.5.          “Company” means The New York Times Company and its subsidiaries and affiliates.

 

1.6.             “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 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

 

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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.

 

1.7.          “Joint and Survivor Annuity” means a reduced annuity payable for the life of the Participant followed after the Participant’s death by an annuity payable for the life of the Participant’s Contingent Annuitant in an amount equal to either 25%, 50%, 75% or 100% (as elected by the Participant prior to Retirement) of the reduced annuity that was payable to the Participant.  The combined annuities payable to the Participant and the Contingent Annuitant under the Joint and Survivor Annuity shall be the actuarial equivalent of the annual Retirement benefit determined under Section III using 7.5% interest and the 94 GAR Mortality Table.

 

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

 

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continuing eligibility will be subject to the approval of the SERP Committee.  No individual shall be designated a Participant by the SERP Committee after December 31, 2008.

 

1.10.        “Plan” means The New York Times Company Supplemental Executive Retirement Plan.

 

1.11.        “Retirement” or “Retire” means a Participant’s “separation from service” from the Company within the meaning of section 409A of the Code and Treasury Regulation section 1.409A-1(h) or subsequent IRS guidance under section 409A of the Code on one of the Retirement Dates specified in Section 2.1.

 

1.12.        “Section 409A Specified Employee” means a “specified employee” within the meaning of section 409A(a)(2)(B)(i) of the Code, as determined by the Compensation Committee of the Company’s Board of Directors or its delegate in accordance with the provisions of sections 409A and 416(i) of the Code and the regulations issued thereunder.

 

1.13.        “SERP Committee” or “Committee” means a committee consisting of the Chairman and the President of The New York Times Company.

 

1.14.        “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.

 

1.15.        “Surviving Spouse” means the person to whom a Participant is married on the date on which benefits commence (or at his death, if earlier).

 

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1.16.        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 Retirement Date and eligibility to receive Retirement benefits under this Plan, the age of a Participant shall include any age credit pursuant to a buyout plan or agreement accepted by a Participant.  Notwithstanding the foregoing and Section 4.2, in no event shall Retirement benefits payable under this Plan commence prior to the first business day of the month following the Participant’s actual 55 th  birthday.

 

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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.

 

Notwithstanding the foregoing, with respect to a Participant who Retires after January 1, 2009, and who has less than twenty years of Service as of December 31, 2008, the annual Retirement benefit payable to such Participant on his Normal Retirement Date shall equal the excess, if any, of the sum of (a) two and one-half percent (2.5%) times Final Average Earnings times years of Service as of December 31, 2008; plus (b) two and two-tenths percent (2.2%) times Final Average Earnings times years of Service after December 31, 2008; provided that the aggregate years of Service under subsections (a) and (b) shall not exceed twenty (20) years of Service, over (c) 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 payable to a Participant who Retires on a Postponed Retirement Date shall be equal to the benefit determined in accordance with Section 

 

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3.1 based on the Participant’s Service and Final Average Earnings as of the Participant’s Normal Retirement Date.

 

3.4.  (a)      Prior to January 1, 2009, Retirement benefits payable under this Plan shall be payable at the same time and in the same manner as benefits under the Basic Plan (except the Level Income options), unless otherwise determined by the Company.  Retirement benefits under this Plan for


 
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