Exhibit 10.1
THE NEW YORK TIMES
COMPANY
STOCK APPRECIATION RIGHTS AGREEMENT
This Stock Appreciation Rights
Deferred Share Agreement, dated as of September 17, 2009 (this
“ Agreement ”) is made by and between The New
York Times Company (the “ Company ”) and Arthur
Sulzberger, Jr. (the “ Executive ”).
WHEREAS, on February 19, 2009,
the Compensation Committee of the Company’s Board of
Directors (the “Committee”) recommended, and the
independent Directors of the Company’s Board, after
consulting with all non-management Directors approved, the grant to
the Executive of stock options under the Company’s 1991
Executive Stock Incentive Plan (the “ Plan ”) to
purchase 500,000 shares of Class A Common Stock of the Company
(“ Common Stock ”) at an exercise price per
share equal to $3.625 (the “ Options ”);
and
WHEREAS, under Section 6(b) of
the Plan, the number of shares of Common Stock with respect to
which stock options may be granted to any key employee during any
calendar year shall not exceed 400,000 (the “ Option
Limit ”); and
WHEREAS, the Executive has agreed
that the portion of the Options in excess of the Option Limit
(100,000 shares) (the “ Excess Portion ”) is
null and void; and
WHEREAS, in order to fulfill the
Committee’s original intent and understanding and the
Executive’s expectations with respect to the Options, the
Committee has recommended, and the independent Directors of the
Company’s Board, after consulting with all non-management
Directors has approved, the grant to the Executive, subject to the
Executive’s acceptance of this Agreement, of stock
appreciation rights (“ SARs ”) pursuant to the
Plan and on the terms and conditions set forth herein;
and
NOW, THEREFORE, in consideration of
the foregoing and the respective representations, warranties,
covenants and agreements set forth in this Agreement, and intending
to be legally bound hereby, the parties hereto agree as
follows:
1. Terms of the Award . The
Executive is hereby granted a SAR award, in respect of the Excess
Portion (the “ SARs ”) as follows:
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Number of
shares:
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100,000
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Exercise
Price/share:
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$3.625
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Vesting:
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33,334 on
February 19, 2010
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33,333 on
February 19, 2011
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33,333 on
February 19, 2012
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Notwithstanding
the foregoing vesting schedule, upon the Executive’s
separation from service within the meaning of Section 409A of the
Internal Revenue Code of 1986, as amended (the “Code”),
the then unvested portion of the SARs shall vest in the same
proportion that the then unvested portion of the Option vests upon
such separation from service. Any portion of the SARs that does not
become vested shall be cancelled upon such separation from
service.
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Expiration
Date:
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February 19,
2019
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2. Exercise of SARs
.
(a) Exercise Period . The
SARs shall become exercisable in whole or in part as and when they
become vested, and once vested, shall remain exercisable until the
Expiration Date.
(b) Method of Exercise . At
any time when the SARs are exercisable, the SARs may be exercised
from time to time, in whole or in part but always in increments of
full shares, by written notice to the Company substantially in the
form attached which will:
(i) state the date of such exercise
(which shall be no earlier than the date the Company receives such
notice);
(ii) state the number of shares with
respect to which the SARs are being exercised; and
(iii) if the SARs are being
exercised by anyone other than the Executive, be accompanied by
proof satisfactory to the Company of the right of such person or
persons to exercise the SARs under this Agreement and all
applicable laws and regulations.
2
Notwithstanding the foregoing, the SARs, to the
extent vested, will be automatically exercised on the earlier of
the Payment Date or the Expiration Date, in each case without any
written notice to the Company or any action by the Executive, to
the extent not already exercised prior thereto.
(c) Entitlement on Exercise .
Upon exercise of all or any portion of the SARs, the Executive (or
his transferee or successor) shall be entitled to a cash payment,
subject to deferral as provided in Section 3, equal to
(i) the excess, if any, of the Fair Market Value (as defined
in the Plan) per share of Common Stock on the date of exercise over
the exercise price per share, multiplied by (ii) the number of
shares with respect to which the SARs are being exercised (the
“ SAR Spread ”).
3. Payment of SAR Spread
.
(a) Date of Payment . Subject
to Section 8(b) below, the SAR Spread (as adjusted pursuant to
Section 3(b) below) with respect to the exercise of all or any
portion of the SARs shall be paid upon the Payment Date.
(b) Deferral Credits . To the
extent payment of the SAR Spread is deferred beyond 10 business
days following the date of the related SAR exercise, the SAR Spread
shall be credited from the date of exercise to the Payment Date
with interest based on the “Prime Rate” published by
the Federal Reserve from time to time on the first publication date
of each calendar quarter. The interest shall be credited at the end
of each calendar quarter (based upon the interest rate published on
the first publication date of such calendar quarter) and the
resulting balance shall be compounded quarterly; provided that, for
the calendar quarter during which the Payment Date occurs, the
interest credited shall be prorated based on the number of days in
such calendar quarter prior to the Payment Date.
(c) Defined Terms
.
(i) Payment Date , for each
SAR, shall mean the later of the Separation Date or the SAR’s
Expiration Date.
(ii) Separation Date shall
mean the date of the Executive’s separation from service with
the Company, within the meaning of Section 409A of the Code,
or, if necessary to comply with the requirements of
Section 409A of the Code, the date that is six months and one
day following the date of such separation from service.
4. Transferability . Upon the
Executive’s death, each SAR, and any right to the SAR Spread
of any previously exercised SAR, shall be transferable by the
Executive by will or pursuant to the laws of descent and
distribution. Following transfer, the SARs and any right to the SAR
Spread shall continue to be subject to the same terms and
conditions as were applicable immediately prior to transfer and,
except as otherwise provided in this Agreement, references to the
Executive shall be deemed to refer to the transferee. Prior to the
Executive’s death, the SARs or any right to the SAR Spread
may be transferred by the Executi