Back to top

THE NEW YORK TIMES COMPANY STOCK APPRECIATION RIGHTS AGREEMENT

Equity Incentive Plan Agreement

THE NEW YORK TIMES COMPANY STOCK APPRECIATION RIGHTS AGREEMENT | Document Parties: NEW YORK TIMES COMPANY You are currently viewing:
This Equity Incentive Plan Agreement involves

NEW YORK TIMES COMPANY

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.
Title: THE NEW YORK TIMES COMPANY STOCK APPRECIATION RIGHTS AGREEMENT
Governing Law: New York     Date: 9/18/2009
Industry: Printing and Publishing     Sector: Services

THE NEW YORK TIMES COMPANY STOCK APPRECIATION RIGHTS AGREEMENT, Parties: new york times company
50 of the Top 250 law firms use our Products every day

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:

 

 

Number of shares:

 

100,000

 

Exercise Price/share:

 

$3.625

 

Vesting:

 

33,334 on February 19, 2010

 

 

33,333 on February 19, 2011

 

 

33,333 on February 19, 2012

 

 

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.

 

Expiration Date:

 

February 19, 2019

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


 
SITE SEARCH

AGREEMENTS / CONTRACTS

Document Title:

Entire Document: (optional)

Governing Law:(optional)


Try our advanced search >>
 

CLAUSES

Search Contract Clauses >>

Browse Contract Clause Library>>

Get Email Updates
Email:
This is only a partial view of this document. We have millions of legal documents and clauses drafted by top law firms. learn more search for free browse for free learn more