Exhibit 10.16
THE NEW YORK TIMES
COMPANY
SUPPLEMENTAL EXECUTIVE RETIREMENT
PLAN
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Effective January 1, 1983
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Amended and Restated Effective February 19,
1987
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Amended May 5, 1989
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Amended and Restated Effective January 1,
1993
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Amended and Restated Effective
January 1, 2004
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Amended and Restated Effective
January 1, 2008
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Amended and Restated Effective
January 1, 2009
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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