Exhibit 10.1


THE NEW YORK TIMES COMPANY



SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


 


 


	
   

  	
  Effective
  January 1, 1983,

  
	
   

  	
  Amended
  and Restated Effective February 19, 1987

  
	
   

  	
  Amended
  May 5, 1989

  
	
   

  	
  Amended
  and Restated Effective January 1, 1993

  
	
   

  	
  Amended and Restated Effective January 1, 2004

  
	
   

  	
  Amended and Restated
  Effective January 1, 2008

  



 


 


 


 


 


 


 

















 


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, 2008.


 


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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                 “Child” means a natural or
legally adopted child of a Participant and his/her Surviving Spouse.


1.5                 “Company” means The New York Times Company and its
subsidiaries and affiliates.


1.6                 “Dependent Child(ren)” means any
unmarried Child(ren) who reside with a Participant or a Surviving Spouse at the
time of Participant’s or the Surviving Spouse’s death, as applicable.


1.7                 “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


 


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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 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.


1.8                “Key Executive Position”
means a position so designated by the SERP Committee.


1.09              “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
continuing eligibility will be subject to the approval of the SERP Committee.


1.10              “Plan” means The New York Times
Company Supplemental Executive Retirement Plan.


1.11              “Retirement” or “Retire” means the
termination of a Participant’s employment with the Company on one of the
Retirement Dates specified in Section 2.1.


 


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1.12              “SERP Committee” or “Committee” means a
committee consisting of the Chairman and the President of The New York Times
Company.


1.13              “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.


1.14              “Surviving Spouse” means the
person to whom a Participant is married on the date on which benefits commence
(or at his death, if earlier).


1.15              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 age under this Plan and Retirement Dates
thereunder, the age of a Participant shall include any age credit pursuant to a
buyout plan or agreement accepted by a Participant.


 


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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.


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 3.1 based on the Participant’s Service and Final Average Earnings as of
the Participant’s Normal Retirement Date.


3.4.          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 a Participant who elects a Level
Income Option under the Basic Plan shall be paid in the form of an annuity for
the life of the Participant.  Once in pay
status, a Participant may not change the form of benefit payable under the
Plan.


 


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SECTION
IV


PAYMENT OF
RETIREMENT BENEFITS


4.1.         (a)        A
Participant with ten (10) or more years of Service who is age sixty (60) or
older, may Retire under the Plan by giving a minimum of six months’ notice to
the Committee (unless such notice is waived by the Committee).


(b)   A
Participant with ten
(10) or more years of Service who is not eligible for early Retirement
under Section 4.1(a) may request Retirement under this Plan as of the first of
any month between the ages of fifty-five (55) and sixty (60), but such request shall be
subject to the approval of the Committee, which may approve or deny the request
based on the needs of the Company.  If
the request is denied, the SERP Committee and the Participant will defer such
Retirement under this Plan for a mutually agreed upon period of time.  This will not preclude the right of the
Participant to retire under the Basic Plan, in which case the Participant will
not be entitled to any benefit hereunder.


4.2.          Retirement
benefits payable in accordance with Section III will commence on the
Participant’s date of Retirement under Section 2.1.  Plan payments must begin immediately upon
Retirement and may not be deferred. 
Benefits will continue to be paid on the first day of each succeeding
month.  The last payment will be on the
first day of the month in which the retired Participant dies unless an optional
form of benefit was elected in accordance with Section 3.4.


4.3             Any benefit payments under the Plan shall be net of any
applicable withholding tax under federal or state law.


 


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SECTION
V


PRE-RETIREMENT
DEATH BENEFITS


5.1.                                             (a)        If
a Participant dies while actively employed by the Company or while receiving
Long-Term Disability benefits from the Company and (i) a Surviving Spouse is
eligible to receive benefits under the provisions of a Basic Plan and (ii) the
Participant had ten (10)
or more years of Service and (iii) the Participant’s age plus Service
at the time of death equaled or exceeded sixty-five (65), the Surviving
Spouse shall be entitled to receive an annual benefit commencing as of the
month following the month in which the Company receives satisfactory
documentation of the  Participant’s death
in an amount equal to fifty
percent (50%) of the amount
of the Participant’s accrued benefit as of his date of death determined in
accordance with Section III, in which case the sum of the Basic Plan Benefits
actually payable as of each respective benefit payment date hereunder shall be
substituted for the sum of the Basic Plan Benefits payable as of the
Participant’s Normal Retirement Date. 
The reduction described in Section 3.2 for the early payment of benefits
shall not apply to this benefit.


  (b)        If there is no Surviving Spouse, but there
are Dependent Children under age twenty-three (23), or if the Surviving Spouse
dies while there are Dependent Children under age twenty-three (23), the Surviving Spouse’s
benefits will be shared equally by each such Dependent Child until he or she
reaches the age of twenty-three
(23).


5.2.          The Surviving Spouse’s
benefit will be payable monthly, and will commence on the first day of the
month following the date of the Participant’s death.  The last payment will be made on the first
day of the month in which the Surviving Spouse dies, or, where Section 5.1(b)
applies, the date a Dependent Child reaches age twenty-three (23) or dies.


 


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SECTION
VI


FORFEITURE
OF BENEFIT


Notwithstanding any other provision of this Plan, if at any time during
which a Participant is entitled to receive payments under the Plan, the
Participant engages in any business or practice or becomes employed in any
position, which the SERP Committee, in its sole discretion, deems to be in
competition with the Company or any of its business or interests, or which is
deemed by the SERP Committee, in its sole discretion, to be otherwise
prejudicial to any of its interests, or such Participant fails to make himself
available to the Company for reasonable consultation and other services, the
SERP Committee, in its sole discretion, may cause the Participant’s entire
interest in benefits otherwise payable under the Plan to be forfeited and
discontinued, or may cause the Participant’s payments of benefits under the
Plan to be limited or suspended until such Participant is no longer engaging in
the conduct above or for such other period the SERP Committee finds advisable
under the circumstances, or may take any other action the SERP Committee, in
its sole discretion, deems appropriate. 
The decision of the SERP Committee shall be final.  The omission or failure of the SERP Committee
to exercise this right at any time shall not be deemed a waiver of its right to
exercise such right in the future.  The
exercise of discretion will not create a precedent in any future cases.


 


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SECTION VII


MISCELLANEOUS


7.1           This
Plan shall be binding on the Company and its successors and assigns.  In furtherance of the foregoing, the Company
may assign its obligations to make payments under this Plan to any successor to
all or substantially all of the Company’s business.


7.2.          The SERP Committee may, in its sole
discretion, terminate, suspend or amend this Plan at any time or from time to
time, in whole or in part.  However, no
amendment or suspension of the Plan will affect a retired Participant’s right
or the right of a Surviving Spouse or other beneficiary to continue to receive
a benefit in accordance with this Plan as in effect on the date such
Participant commenced to receive a benefit under this Plan.


7.3.          Nothing contained herein will confer
upon any Participant or other employee the right to be retained in the service
of the Company nor will it interfere with the right of the Company to discharge
or otherwise deal with Participants and other employees without regard to the
existence of this Plan.


7.4.          This Plan is intended to
meet the Employee Retirement Income Security Act’s definition of “an unfunded
plan for management or other highly compensated individuals” and, as such, the
Company will make Plan benefit payments solely on a current disbursement basis
out of general assets of the Company.


7.5.          To the maximum extent
permitted by law, no benefit under this Plan will be assignable or subject in
any manner to alienation, sale, transfer, claims of creditors, pledge,
attachment or encumbrances of any kind.


7.6.          The Plan shall be administered by the
SERP Committee.  The SERP Committee may
adopt rules and regulations to assist it in the administration of the Plan and
may appoint and/or employ individuals to assist it in the administration of the
Plan and any other


 


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agents
it seems advisable, including legal and actuarial counsel.  In addition, the SERP Committee may, it is
discretion, delegate any of its authority, duties and responsibilities
hereunder to any other individual or individuals.


7.7.          This Plan is established under and
will be construed according to the laws of the State of New York, except to the
extent such laws are preempted by ERISA.


7.8.          Claims.  If any Participant, beneficiary or other properly
interested party is in disagreement with any determination that has been made
under the Plan, a claim may be presented, but only in accordance with the
procedures set forth herein.


  (a)        Original Claim.  Any Participant, beneficiary or other properly
interested party may, if he/she so desires, file with the SERP Committee a
written claim for benefits or a determination under the Plan.  Within ninety (90) days after the filing of
such a claim, the SERP Committee shall notify the claimant in writing whether
the claim is upheld or denied in whole or in part or shall furnish the claimant
a written notice describing specific special circumstances requiring a
specified amount of additional time (but not more than one hundred eighty (180)
days from the date the claim was filed) to reach a decision in the claim.  If the claim is denied in whole or in part,
the Committee shall state in writing:


                (i)            the
reasons for the denial;


                (ii)           the references to the pertinent
provisions of this Plan on which the denial is based;


                (iii)          a
description of any additional material or information necessary for the
claimant to perfect the claim and an explanation of why such material or
information is necessary; and


 


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                (iv)          an
explanation of the claims review procedure set forth in this section.


  (b)        Claim Review Procedure.  Within sixty (60) days after receipt of
notice that a claim has been denied in whole or in part, the claimant may file
with the SERP Committee a written request for a review and may, in conjunction
therewith, submit written issues and comments.  
Within sixty (60) days after the filing of such a request for review,
the SERP Committee shall notify the claimant in writing whether, upon review,
the claim was upheld or denied in whole or in part or shall furnish the
claimant a written notice describing specific special circumstances requiring a
specified amount of additional time (but not more than one hundred twenty (120)
days from the date the request for review was filed) to reach a decision on the
request for review.


  (c)        General Rules.


                (i)            No
inquiry or question shall be deemed to be a claim or a request for a review of
a denied claim unless made in accordance with the foregoing claims
procedure.  The SERP Committee may
require that any claim for benefits and any request for a review of denied
claim be filed on forms to be furnished by the SERP Committee upon request.


                (ii)           All
decisions on claims and on requests for a review of denied claims shall be made
by the SERP Committee.  The decisions of
the SERP Committee shall be final, binding and conclusive upon all persons.


                (iii)          The
decision of the SERP Committee on a claim and on a request for a review of a
denied claim shall be served on the claimant in writing.  If a decision or notice is not received by a
claimant within the time specified, the claim or request for a review of a
denied claim shall be deemed to have been denied.


 


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                (iv)          Prior to filing a claim or a request
for a review of a denied claim, the claimant or the claimant’s representative
shall have a reasonable opportunity to review a copy of this Plan and all other
pertinent documents in the possession of the Company and the SERP Committee.


                (v)           The
individuals serving on the SERP Committee shall, except as prohibited by law,
be indemnified and held harmless by the employer from any and all liabilities,
costs, and expenses (including legal fees), to the extent not covered by
liability insurance arising out of any action taken by any individual of the
SERP Committee with respect to this Plan, unless such liability arises from the
individual’s claim for such individual’s own benefit, the proven gross
negligence, bad faith, or (if the individual had reasonable cause to believe
such conduct was unlawful) the criminal conduct of such individual.  This indemnification shall continue as to an
individual who has ceased to be a member of the SERP Committee for the employer
and shall enure to the benefit of the heirs, executors and administrators of
such an individual.


 


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APPENDIX
I


Everything in this Plan to
the contrary notwithstanding, the following Participants shall have benefits
under this Plan as provided in their respective agreements with the Company as
follows:


1.              Lance R.
Primis: as per his agreement with the Company dated December 4, 1996.


 


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