EXHIBIT 10.1


 


THE McCLATCHY COMPANY


2012 OMNIBUS INCENTIVE PLAN,

AS AMENDED AND RESTATED AS OF MARCH 23, 2017


STOCK APPRECIATION RIGHTS AGREEMENT


 


THIS STOCK APPRECIATION
RIGHTS AGREEMENT (the “Agreement”) is entered into as of [_______] (the
“Grant Date”), by and between THE McCLATCHY COMPANY, a Delaware corporation (the “Company”) and [_______]
(the “Grantee”).


 


W I T N E S S E T H:


 


WHEREAS, the Board
of Directors of the Company has established THE McCLATCHY COMPANY 2012 OMNIBUS INCENTIVE PLAN, AS AMENDED AND RESTATED AS OF
MARCH 23, 2017 (as it may be further amended from time to time, the “Plan”) in order to provide selected employees
of the Company and its Affiliates with an award of stock appreciation rights (“SARs”); and


 


WHEREAS, the Committee
has determined that it would be in the best interests of the Company and its stockholders to grant the SARs described in this Agreement
to the Grantee as an inducement to remain in the service of the Company and as an incentive for extraordinary efforts during such
service.


 


NOW, THEREFORE, it
is agreed as follows:


 


SECTION 1. GRANT OF STOCK APPRECIATION RIGHTS.


 


(a)       Grant.
Subject to the terms and conditions stated below, the Company hereby grants to the Grantee an award of SARs covering [_______]
shares of Stock, pursuant to which the Grantee shall be eligible for the payment described in Section 4(b) of this Agreement. The
SAR Price for the SARs granted pursuant to this Agreement is $[______] per SAR, which
is agreed to be 100% of the Fair Market Value per share of Stock on the Grant Date.


 


(b)       Plan.
The SARs under this Agreement are granted pursuant to the Plan, a copy of which the Grantee acknowledges having received and read.
The provisions of the Plan are incorporated into this Agreement by reference, and any defined terms not defined herein shall have
the meaning prescribed in the Plan.


 


SECTION 2. NO TRANSFER OR ASSIGNMENT OF SARs.


 


Except as otherwise
provided in this Agreement, the SARs granted hereunder and the rights and privileges conferred hereby shall not be transferred,
assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to sale under
execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the
SARs or of any right or privilege conferred hereby contrary to the provisions hereof, or upon any attempted sale under any execution,
attachment or similar process upon the rights and privileges conferred hereby, the SARs and the rights and privileges conferred
hereby shall immediately become null and void.


 






     


     


    

 


SECTION 3. VESTING AND RIGHT TO EXERCISE.


 


(a)       Vesting.
[These SARs shall vest and become exercisable in installments only to the extent the Grantee remains in Service on such date listed
below (each, a “Vesting Date”), and only before they expire, as follows:]


 





	Vesting Date:	 	Percentage of

SARs Exercisable:
	March 1, 20[__]	 	[25%]
	March 1, 20[__]	 	[50%]
	March 1, 20[__]	 	[75%]
	March 1, 20[__]	 	[100%]


  


The number of Shares
determined by applying the applicable percentage shall be rounded to the nearest integer. [The foregoing notwithstanding, the SARs
shall vest and become exercisable in full in the event that the Grantee’s Service is terminated after the Grantee has accumulated
10 or more continuous years of Service (i) because of death or Disability, or (ii) for any reason at any time when the Grantee
is 62 years of age or older. In the event that the Grantee’s Service is terminated for any reason after having accumulated
10 or more continuous years of Service and when Grantee is 55 to 62 years of age, two additional installments (as set forth in
the table above) shall become vested and exercisable. No additional SARs will vest after the Grantee’s Service has terminated
for any reason.]


 


(b)       Leaves
of Absence. For purposes of this Agreement, the Grantee’s Service does not terminate when the Grantee goes on a bona
fide leave of absence that was approved by the Company in writing if the terms of the leave provide for continued Service crediting,
or when continued Service crediting is required by Applicable Law. The Grantee’s Service terminates in any event when the
approved leave ends unless the Grantee immediately returns to active employee work. The Committee determines, in its sole discretion,
which leaves count for this purpose and when the Grantee’s Service terminates for all purposes under the Plan.


 


(c)       Partial
Exercise. No partial exercise of the SARs may be made for SARs pertaining to less than 100 shares of Stock (without regard
to adjustments).


 


(d)       Acceleration
upon Change in Control. Notwithstanding any contrary provision of the Plan or this Agreement, upon a Change in Control
while the Grantee remains in Service, the Grantee shall be entitled to immediate 100% vesting of any unexpired, outstanding SARs
granted to him or her under this Agreement.


 




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SECTION 4. PROCEDURES FOR THE EXERCISE AND SETTLEMENT
OF SARs.


 


(a)       Notice
of Exercise. The Grantee or the Grantee’s representative may exercise the SARs by giving written notice to the Secretary
of the Company pursuant to Section 11(d) on the form prescribed by the Company. The notice shall specify the election to exercise
the SARs, the number of SARs for which it is being exercised, and whether share withholding to pay taxes will be used. The notice
shall be signed by the person or persons exercising the SARs. In the event that the SARs are being exercised by the representative
of the Grantee, the notice shall be accompanied by proof satisfactory to the Company of the representative’s right to exercise
the SARs.


 


(b)       Issuance
of Shares of Stock. After receiving a proper notice of exercise, the Company shall cause to be issued the whole number
of shares of Stock whose value is an amount equal to the difference between the Fair Market Value of a share of Stock on the exercise
date and the SAR Price, multiplied by the number of shares of Stock covered by the SARs being exercised. Fractional shares of Stock
shall be paid in cash. After receiving a proper notice of exercise, the Company shall cause to be issued a certificate or certificates
for the shares of Stock for which the SARs have been exercised, registered in the name of the person exercising the SARs (or in
the names of such person and his or her spouse as community property or as joint tenants with right of survivorship). The Company
shall cause such certificate or certificates to be delivered to or upon the order of the person exercising the SARs. Notwithstanding
the foregoing, in the Company’s discretion, the certificates for the shares of Stock so issued may be recorded using the
book-entry method of recording share issuance and dividends.


 


SECTION 5. TERM AND EXPIRATION.


 


(a)       Term.
These SARs shall in any event expire on the day before the tenth anniversary of the Grant Date.


 


(b)       Termination
of Service (Except by Death). Subject to Section 5(a) above, if the Grantee’s Service terminates for any reason,
other than death, then the SARs shall expire on the earliest of the following occasions:


 


(i)       The
expiration date determined pursuant to Section 5(a) above;


 


(ii)       [The
date three years after the termination of the Grantee’s Service, if the termination occurs on or after the date the Grantee
has accumulated 10 or more continuous years of Service, and, provided, further, that the Grantee is at least 55 years of age on
such termination date;


 


(iii)       The
date three years after the termination of the Grantee’s Service, if the termination occurs because of his or her Disability;
or


 


(iv)       The
date 90 days after the termination of the Grantee’s Service, if the termination is not described in Paragraphs (ii) or (iii)
above.]


 






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In the event that the
Grantee dies after the termination of his or her Service but before the expiration of the SARs, all or part of such SARs may be
exercised (prior to expiration) by the executors or administrators of the Grantee’s estate or by any person who has acquired
such SARs directly from the Grantee by bequest or inheritance, but only to the extent that such SARs had become exercisable before
the Grantee’s Service terminated or became exercisable as a result of the termination.


 


(c)       Death
of Grantee. If the Grantee’s Service terminates on account of death, then the SARs shall expire on the earlier of
the following dates:


 


(i)       The
expiration date determined pursuant to Section 5(a) above; or


 


(ii)       The
date three years after his or her death.


 


All or part of the
Grantee’s vested SARs may be exercised at any time before the expiration of such vested SARs under the preceding sentence
by the executors or administrators of the Grantee’s estate or by any person who has acquired such SARs directly from the
Grantee by bequest or inheritance.


 


SECTION 6. LEGALITY OF INITIAL ISSUANCE.


 


No shares of Stock
shall be issued upon the exercise of the SARs unless and until the Company has determined that:


 


(a)       The
Company and the Grantee have taken any actions required to register the shares of Stock under the Securities Act or to perfect
an exemption from the registration requirements thereof;


 


(b)       Any
applicable listing requirement of any Stock Exchange on which the Stock is listed has been satisfied; and


 


(c)       Any
other applicable provision of Applicable Law has been satisfied.


 


SECTION 7. NO REGISTRATION RIGHTS.


 


The Company may, but
shall not be obligated to, register or qualify the sale of the shares of Stock under the Securities Act or any other Applicable
Law. The Company shall not be obligated to take any affirmative action in order to cause the sale of the shares of Stock under
this Agreement to comply with any law.


 


SECTION 8. RESTRICTIONS ON TRANSFER
OF SHARES OF STOCK.


 


Regardless of whether
the offering and sale of the shares of Stock under the Plan have been registered under the Securities Act or have been registered
or qualified under the securities laws of any state, the Company may impose restrictions upon the sale, pledge or other transfer
of such shares of Stock (including the placement of appropriate legends on stock certificates) if, in the judgment of the Company
and its counsel, such restrictions are necessary or desirable in order to achieve compliance with the provisions of the Securities
Act, the securities laws of any state or any other Applicable Law.


 






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SECTION 9. ADJUSTMENT OF STOCK.


 


(a)       General.
If the number of outstanding shares of common stock is increased or decreased or the shares of common stock are changed into or
exchanged for a different number or kind of stock or other securities of the Company on account of any recapitalization, reclassification,
stock split, reverse split, combination of Stock, exchange of stock, stock dividend or other distribution payable in capital stock,
or other increase or decrease in such stock effected without receipt of consideration by the Company occurring after the Grant
Date, the Committee shall make appropriate adjustments in one or both of (i) the number of shares of Stock covered by the SARs
or (ii) the SAR Price.


 


(b)       Merger
or Reorganization. In the event that the Company is a party to a merger or other reorganization, the SARs covered by this
Agreement shall be subject to the agreement of merger or reorganization. Such agreement may provide, without limitation, for the
assumption of these SARs by the surviving corporation or its parent, for its continuation by the Company (if the Company is a surviving
corporation) or for settlement in cash.


 


(c)       Reservation
of Rights. Except as provided in this Section 9, the Grantee shall have no rights by reason of any subdivision or consolidation
of shares of Stock of any class, the payment of any stock dividend or any other increase or decrease in the number of shares of
Stock of any class. Any issue by the Company of shares of stock of any class, or securities convertible into shares of stock of
any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number of shares of Stock subject
to the SARs or the SAR Price. The grant of these SARs shall not affect in any way the right or power of the Company to make adjustments,
reclassifications, reorganizations or changes of its capital or business structure, to merge or consolidate or to dissolve, liquidate,
sell or transfer all or any part of its business or assets.


 


SECTION 10. CERTAIN CUT-BACK OF PAYMENTS.


 


Notwithstanding anything
to the contrary in this Agreement, if payments made pursuant to this Agreement are considered “parachute payments”
under Code Section 280G, then the sum of such parachute payments plus any other payments made by the Company to the Grantee which
are considered parachute payments shall be limited to the greatest amount which may be paid to the Grantee under Code Section 280G
without causing any loss of deduction to the Company under such section; but only if, by reason of such reduction, the Committee
reasonably determines that the net after tax benefit of Grantee shall exceed the net after tax benefit if such reduction were not
made.  The Company shall accomplish any such reduction required pursuant to this Section 10 by first reducing or eliminating
any cash payments (with the payments to be made furthest in the future being reduced first), then by reducing or eliminating any
accelerated vesting of Performance-Based Awards, then by reducing or eliminating any accelerated vesting of Options or SARs, then
by reducing or eliminating any accelerated vesting of Restricted Stock or Restricted Stock Units, then by reducing or eliminating
any other remaining parachute payments.


 






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SECTION 11. MISCELLANEOUS PROVISIONS.


 


(a)       Withholding
Taxes. In the event that the Company determines that it is required to withhold foreign, federal, state or local tax as
a result of the exercise of the Grantee’s SARs and delivery of shares of Stock pursuant to this Agreement, the Grantee, as
a condition to the exercise of the SARs, shall make arrangements satisfactory to the Company to enable it to satisfy all withholding
requirements. The Grantee shall also make arrangements satisfactory to the Company to enable it to satisfy any withholding requirements
that may arise in connection with the disposition of shares of Stock purchased by exercising the SARs. Satisfactory arrangements
shall include share withholding and/or delivery of previously owned shares of Stock in an amount equal to the applicable withholding
or other taxes due. Notwithstanding the foregoing, the Company may, in its sole discretion, elect to satisfy all applicable withholding
requirements by share withholding without the Grantee’s consent.


 


(b)       Rights
as a Stockholder. Neither the Grantee nor the Grantee’s representative shall have any rights as a stockholder with
respect to any shares of Stock subject to the SARs. The Grantee shall have no rights as a stockholder with respect to the shares
of Stock the Grantee receives in settlement of SARs that the Grantee exercises until such shares of Stock have been issued in the
name of the Grantee or the Grantee’s representative.


 


(c)       No
Employment Rights. Nothing in this Agreement shall be construed as giving the Grantee the right to be retained as an employee
or in any Service capacity. The Company reserves the right to terminate the Grantee’s Service at any time and for any reason.


 


(d)       Notice.
Any notice required by the terms of this Agreement shall be given in writing and shall be deemed effective upon personal delivery
or upon deposit with the United States Postal Service, by registered or certified mail with postage and fees prepaid and addressed
to the party entitled to such notice at the address shown below such party’s signature on this Agreement, or at such other
address as such party may designate by 10 days’ advance written notice to the other party to this Agreement.


 


(e)       Consent
to Electronic Delivery. The Company may choose to deliver certain statutory materials relating to the Plan in electronic
form. By accepting the SARs, the Grantee agrees that the Company may deliver the Plan prospectus and the Company’s annual
report to the Grantee in electronic format. If at any time the Grantee prefers to receive paper copies of such documents, as the
Grantee is entitled to, the Company will provide copies. Request for paper copies of such documents may be made to the Secretary
of the Company at 916-321-1828 or bmcconkey@mcclatchy.com.


 


(f)       Entire
Agreement. This Agreement and the Plan constitute the entire contract between the parties hereto with regard to the subject
matter hereof.


 


(g)       Choice
of Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, as such
laws are applied to contracts entered into and performed in such state.










 


[INTENTIONALLY LEFT BLANK]


 




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IN WITNESS WHEREOF,
the Company has caused this Agreement to be executed on its behalf by its officer duly authorized to act on behalf of the Committee,
and the Grantee has personally executed this Agreement.


 





	 	THE McCLATCHY COMPANY
	 	 	 
	 	 	 
	 	By	 
	 	 	Secretary
	 	 	 
	 	Company’s Address:
	 	 	 
	 	 	2100 Q Street
	 	 	Sacramento, CA 95816
	 	 	 
	 	 	 
	 	GRANTEE
	 	 	 
	 	 
	 	 	 
	 	Grantee’s Address:
	 	 
	 	 
	 	 
	 	 







  








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