Exhibit 10.1
THE WASHINGTON POST
COMPANY
INCENTIVE COMPENSATION
PLAN
As amended and restated
May 14, 2009
Table of Contents
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1. Purposes
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2. Administration of the Plan
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3. Participation
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1
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4. Duration of Plan
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2
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5. Annual Incentive Awards
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2
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6. Special Rules for Covered
Employees
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3
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7. Method and Time of Payment of Annual
Incentive Awards
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4
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8. Long-Term Incentive Award Cycles;
Awards
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4
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9. Restricted Stock
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5
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10. Performance Units and Special Long-Term
Incentive Awards
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8
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11. Expenses
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10
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12. Adjustments in Class B Common
Stock
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10
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13. Amendment
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10
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THE WASHINGTON POST COMPANY
INCENTIVE COMPENSATION
PLAN
As Amended and Restated
through May 14, 2009
1. Purposes
The purposes of this Incentive
Compensation Plan (hereinafter called the Plan) of The Washington
Post Company, a Delaware corporation (hereinafter called the
Company), are (a) to provide greater incentives to key
employees to increase the profitability of the Company and its
subsidiaries and (b) to strengthen the ability of the Company
and its subsidiaries to attract, motivate and retain persons of
merit and competence upon which, in large measure, continued growth
and profitability depend.
2. Administration of the
Plan
The Plan shall be administered by
the Compensation Committee of the Board of Directors of the Company
(hereinafter called the Committee) as constituted from time to time
by the Board of Directors. No member of the Committee shall be
eligible to participate in the Plan. The Committee shall have full
power and authority to make all decisions and determinations with
respect to the Plan, including without limitation the power and
authority to interpret and administer the Plan, adopt rules and
regulations and establish terms and conditions, not inconsistent
with the provisions of the Plan, for the administration of its
business and the implementation of the Plan.
3. Participation
(a) Participation in the Plan shall
be extended to senior executives, key managers and key personnel of
the Company and its subsidiaries who, in the opinion of the
Committee, are mainly responsible for the management of the
operations of the Company and its subsidiaries or who are otherwise
in a position to make substantial contributions to the management,
growth and/or success of the business of the Company.
(b) Directors, as such, shall not
participate in the Plan, but the fact that an employee is also a
Director of the Company or a subsidiary shall not prevent his or
her participation.
(c) As used in the Plan, the term
“Company” shall mean The Washington Post Company and
any subsidiary thereof.
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(d) The Plan shall not be deemed to
preclude the making of any award pursuant to any other
compensation, incentive, bonus or stock option plan which may be in
effect from time to time.
4. Duration of
Plan
The Plan shall remain in effect
until terminated by the Board of Directors; provided, however, that
the termination of the Plan shall not affect the delivery or
payment of any award made prior to the termination of the
Plan.
5. Annual Incentive
Awards
(a) Regular annual incentive awards
(“Annual Awards”) for senior executives of the Company
and its subsidiaries shall be made pursuant to the Plan, subject to
paragraph 3(d) hereof. The aggregate amount of Annual Awards earned
with respect to performance in any fiscal year shall not exceed the
Maximum Incentive Credit (as hereinafter defined) for such fiscal
year.
(b) The “Maximum Incentive
Credit” for a fiscal year shall be 20% of Adjusted Operating
Income for such year. The term “Adjusted Operating
Income,” as used herein, shall mean an amount equal to the
earnings of the Company before deduction for interest, taxes,
depreciation and amortization and shall be exclusive of special
credits and charges, and extraordinary items, all as determined by
the Committee in its absolute discretion. The Committee may rely on
the advice and assistance of the Company’s independent public
accountants in determining the amount of Adjusted Operating Income
for any fiscal year.
(c) Subject to paragraph 6 hereof,
during the last month of each fiscal year, the Senior Vice
President-Finance of the Company shall advise the Committee of the
estimated Maximum Incentive Credit for such fiscal year and the
Committee shall determine the employees who are to receive Annual
Awards for such fiscal year and the amount of each such Annual
Award.
(d) Each Annual Award shall be
subject to such clawback conditions as shall be set forth in the
agreement or in any other communication evidencing such Annual
Award, or in such other policy as the Company may adopt from time
to time prior to the payment of such Annual Award, or as may be
imposed by law.
(e) In addition to Annual Awards,
the Committee may, in the case of individuals who have made or have
the potential to make extraordinary contributions to the growth and
profitability of the Company, grant special annual incentive awards
(“Special Annual Incentive Awards,” and, together with
Annual Awards, “Annual Incentive Awards”) with respect
to any fiscal year. For purposes of clarity, Special Annual
Incentive Awards shall not be taken into account in determining
compliance with the limit set forth in paragraph 5(a)
above.
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6. Special Rules for Covered
Employees
This paragraph 6 shall govern Annual
Incentive Awards made for a fiscal year to all participants who, at
the beginning of such fiscal year, are “executive
officers” of the Company (within the meaning of Rule 3b-7
under the Securities Exchange Act of 1934, as amended)
(collectively, “162(m) Awards”).
(i) Within 90 days after the
beginning of each fiscal year, the Committee shall establish
(a) performance goals and objectives (“Performance
Targets”) for such Performance Period and (b) schedules
or other objective methods for determining the applicable payout
amount for each 162(m) Award based on achievement relative to the
Performance Targets.
(ii) Performance Targets shall be
based on one or more of the following business criteria: operating
income, cash flow, earnings per share, return on assets, return on
equity, operating margins, economic value added (EVA), cash flow
margins, shareholder return, cost control and/ revenue growth
measurements, which may be in respect of the Company, as a whole,
or any business unit thereof, which will have to be achieved if
such executive officer is to receive payment for an Annual Award.
Any Performance Target may be used to measure the performance of
(x) the Company or a subsidiary of the Company as a whole or
any business unit, or any combination thereof, as the Committee may
deem appropriate, or (x) any of the above Performance Targets
as compared to the performance of a group of comparator companies,
or a published or special index that the Committee, in its sole
discretion, deems appropriate.
(iii) The measurement of any
Performance Target may exclude the impact of charges for
extraordinary, unusual or non-recurring items (including without
limitation charges for restructurings and discontinued operations),
and the cumulative effects of accounting changes, each as defined
by generally accepted accounting principles and as identified in
the Company’s audited financial statements, including the
notes thereof.
(iv) In the manner required by
Section 162(m) of the Code, the Committee shall, promptly
after the date on which the necessary financial and other
information for a particular fiscal year becomes available, certify
the extent to which Performance Targets have been
achieved.
(v) If expressly provided in the
award agreement for any 162(m) Award, the Committee may, in its
discretion, reduce or eliminate the amount of any 162(m) Award
based on such factors as the Committee may deem relevant, but the
Committee may not increase the amount of any Award payable to any
Participant above the amount established in accordance with the
relevant Performance Targets. For purposes of clarity, the
Committee may exercise the discretion provided for by the foregoing
sentence in a non-uniform manner among participants.
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(vi) The amount of the 162(m) Awards
payable to any participant with respect to performance in any
fiscal year shall not exceed $10 million or, in the case of a
participant who is the president or chief executive officer of a
business unit of the Company, the greater of $10 million and 1% of
the revenues of such business unit for the fiscal year with respect
to which such 162(m) Award is determined.
7. Method and Time of Payment of
Annual Incentive Awards
(a) All Annual Incentive Awards
shall be paid in cash.
(b) All Annual Awards shall be paid
in a lump sum as promptly as practicable in the calendar year that
begins closest to the last day of the fiscal year to which the
award relates, except as otherwise provided herein
below.
(c) The Committee may, in its sole
discretion, establish terms and conditions under which a
participant may elect to defer the payment of Annual Incentive
Awards in whole or in part pursuant to the terms of The Washington
Post Company Deferred Compensation Plan (the “Deferred
Compensation Plan”).
8. Long-Term Incentive Award
Cycles; Awards
(a) During the term of the Plan, the
Committee shall from time to time establish Award Cycles, each of
which shall commence on a date specified by the Committee and shall
terminate no earlier than the third anniversary date of the
commencement of such Award Cycle or such other anniversary date as
specified by the Committee; provided, however, an Award Cycle shall
(i) commence on the first day of a fiscal year of the Company,
(ii) consist of not less than three nor more than four fiscal
years of the Company, and (iii) at least two such fiscal years
shall elapse between the beginning of consecutive Award
Cycles.
(b) For each Award Cycle, the
Committee shall
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(i)
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designate,
subject to paragraph 10(a), the participants who are to receive
awards of Performance Units for such Award Cycle and the
number
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