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
Amended and
      Restated Effective January 1, 2009

    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      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, 2009 to comply with the applicable requirements of section
      409A of the Code, and to reflect a change in the benefit formula for
      Participants with less than twenty (20) years of Service.
    

    

    

    
      
        

        

      

      
        
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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 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.
    

    

    

    
      
        

        

      

      
        
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      1.8       “Joint and Survivor Annuity” means a reduced annuity payable
      for the life of the Participant followed after the Participant’s death
      by an annuity payable for the life of the Participant’s Surviving Spouse
      in an amount equal to either 25%, 50%, 75% or 100% (as elected by the
      Participant prior to Retirement) of the reduced annuity that was payable
      to the Participant; provided, however, that if no election is made, the
      amount payable to the Participant’s surviving spouse under the Joint and
      Survivor Annuity shall be 50% of the reduced annuity that was payable to
      the Participant. The combined annuities payable to the Participant and
      the Surviving Spouse under the Joint and Survivor Annuity shall be the
      actuarial equivalent, using the actuarial factors specified in the Basic
      Plan, of the annual Retirement benefit determined under Section 3.1.    
    

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

    

    

    
      
        

        

      

      
        
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      1.10      “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.  No individual shall be designated a Participant
      by the SERP Committee after December 31, 2008.
    

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

    
      1.12      “Retirement” or “Retire” means a Participant’s “separation
      from service” from the Company within the meaning of section 409A of the
      Code and Treasury Regulation section 1.409A-1(h) or subsequent IRS
      guidance under section 409A of the Code on one of the Retirement Dates
      specified in Section 2.1.
    

    
      1.13      “Section 409A Specified Employee” means a “specified employee”
      within the meaning of section 409A(a)(2)(B)(i) of the Code, as
      determined by the Compensation Committee of the Company’s Board of
      Directors or its delegate in accordance with the provisions of sections
      409A and 416(i) of the Code and the regulations issued thereunder.
    

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

    
      1.15      “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.
    

    
      
        

        

      

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

    
      1.17      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 Retirement Date
      and eligibility to receive Retirement benefits under this Plan, the age
      of a Participant shall include any age credit pursuant to a buyout plan
      or agreement accepted by a Participant.  Notwithstanding the foregoing
      and Section 4.2, in no event shall Retirement benefits payable under
      this Plan commence prior to the first business day of the month
      following the Participant’s actual 55th birthday.
    

    

    

    
      
        

        

      

      
        
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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.
    

    
      Notwithstanding the foregoing, with respect to a Participant who Retires
      after January 1, 2009, and who has less than twenty years of Service as
      of December 31, 2008, the annual Retirement benefit payable to such
      Participant on his Normal Retirement Date shall equal the excess, if
      any, of the sum of (a) two and one-half percent (2.5%) times Final
      Average Earnings times years of Service as of December 31, 2008; plus
      (b) two and two-tenths percent (2.2%) times Final Average Earnings times
      years of Service after December 31, 2008; provided that the aggregate
      years of Service under subsections (a) and (b) shall not exceed twenty
      (20) years of Service, over (c) 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.
    

    
      
        

        

      

      
        
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      3.4. (a)  Prior to January 1, 2009, 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.
    

    
      (b)  Effective January 1, 2009, Retirement benefits shall, subject to
      Section 3.5, be paid in the form of an annuity for the life of the
      Participant if the Participant is not married on his date of Retirement
      or a Joint and Survivor Annuity if the Participant is married on his
      date of Retirement.  
    

    
      (c)  Participants who have experienced a separation
      from service (as defined in Section 1.12) prior to January 1, 2009 and
      have not commenced payment of their benefits as of December 31, 2008,
      shall make an election by December 31, 2008 as to the timing and form of
      payment of their benefits.  The Participant may elect to have his
      benefit (i) commence on the first business day of any month after his
      attainment of age 55 but not after his attainment of age 65, and (ii)
      paid in the form of an annuity for the life of the Participant or a
      Joint and Survivor Annuity.  Payments shall commence within 90 days of
      the date elected by the Participant.
    

    
      If a Participant who has attained age 55 as of December 31, 2008, does
      not make an election by December 31, 2008, his benefit shall be paid in
      the form of an annuity for the life of the Participant if the
      Participant is not married on December 31, 2008, or a Joint and 50%
      Survivor Annuity if the Participant is married on December 31,
      2008.  Payments shall commence within 90 days of March 1, 2009.
    

    
      
        

        

      

      
        
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      If a Participant who has not attained age 55 as of December 31, 2008,
      does not make an election by December 31, 2008, his benefit shall be
      paid in the form of an annuity for the life of the Participant if the
      Participant is not married on his 55th birthday, or a Joint
      and 50% Survivor Annuity if the Participant is married on his 55th
      birthday.  Payments shall commence within 90 days following the
      Participant’s 55th birthday.  
    

    
      3.5 Notwithstanding Section 3.4 and subject to Section 4.2(c), if the
      lump sum value of benefits under this Plan is less than or equal to the
      applicable dollar amount under section 402(g)(1)(B) of the Code, the
      Company shall, subject to Section 4.2(c), pay such benefit in a single
      lump sum to the Participant within 90 days following the Participant’s
      date of Retirement.
    

    

    

    
      
        

        

      

      
        
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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
      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.  (a)  Prior to January 1, 2009, 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(a).
    

    
      (b) Effective January 1, 2009, subject to paragraph (c) of this Section
      4.2, Retirement benefits payable under this Plan will commence within 90
      days following the Participant’s date of Retirement.
    

    
      
        

        

      

      
        
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      (c)  Notwithstanding Section 4.2(b), effective January 1, 2009, in the
      event that a Participant is a Section 409A Specified Employee as of his
      date of Retirement, the Company shall withhold and accumulate the first
      six monthly annuity payments (or in the case of a lump sum cash out
      payment under Section 3.5, shall withhold the lump sum payment) of the
      Participant’s Retirement benefit until the first day of the seventh
      month following the Participant’s date of Retirement (the “Delayed
      Payment Date”).  The six accumulated annuity payments (or lump sum cash
      out payment) shall be paid to the Participant in a single lump sum
      payment on the Delayed Payment Date, with interest for the period of
      delay, compounded monthly, equal to the prime lending rate in effect as
      of the date the payment would otherwise have been made.  Payment of the
      withheld and accumulated annuity payments (with interest as calculated
      above) shall be treated as made on the Delayed Payment Date if the
      payment is made on such date or on a later date within the same calendar
      year as the Delayed Payment Date, or, if later, by the 15th
      day of the third month following the Delayed Payment Date, provided that
      the Participant may not, directly or indirectly, designate the year of
      payment.   Notwithstanding the foregoing, if the Participant dies prior
      to the Delayed Payment Date, any payments that have been withheld and
      accumulated in accordance with this paragraph shall be paid to the
      Participant’s beneficiary under the Basic Plan in a single lump sum
      payment within 90 days after the Participant’s death, with interest as
      calculated above.    
    

    
      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

    

    
      A Participant with a vested annual benefit under the Basic Plan who dies
      prior to the date benefits commence under this Plan shall have a
      pre-Retirement death benefit paid under this Plan to the Participant’s
      Surviving Spouse, or if there is no Surviving Spouse or if the Surviving
      Spouse has waived the Pre-Retirement Survivor Annuity under the Basic
      Plan, to the beneficiary designated under the Basic Plan.  Such
      pre-Retirement death benefit shall be an annuity equal to 50% of the
      annual Retirement benefit calculated as of the date of death, reduced in
      accordance with the reduction factors applicable to the Basic Plan
      Benefit and offset by the Qualified Pre-Retirement Survivor Annuity (or
      Pre-Retirement Death Benefit, as the case may be) under the Basic
      Plan.  The pre-Retirement death benefit shall commence within 90 days
      after the Participant’s death, provided, however, that the first monthly
      payment shall include any monthly payments that would have been made had
      benefits commenced on the first day of the month following the date of
      the Participant’s death.
    

    

    

    
      
        

        

      

      
        
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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       This Plan is intended to comply with the applicable
      requirements of section 409A of the Code with respect to the accrual and
      payment of benefits hereunder.  This Plan shall be interpreted and
      administered to the extent possible in a manner consistent with the
      foregoing statement of intent.
    

    
      
        

        

      

      
        
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      7.6.      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.
    

    
      7.7.      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 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.
    

    
      7.8.      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.
    

    
      7.9.      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;
    

    
      
        

        

      

      
        
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      (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
    

    
      (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.
    

    
      
        

        

      

      
        
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      (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.
    

    
      (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.