EXHIBIT 10.1


 


 


 


 


 


 


THE WASHINGTON POST COMPANY


INCENTIVE
COMPENSATION PLAN


 


As amended and restated January 19, 2012










 




THE
WASHINGTON POST COMPANY




INCENTIVE
COMPENSATION PLAN




As Amended and
Restated


 


through January 19,
2012




 


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.








 




                        (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.


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.


(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


 


(i)           
designate,
subject to paragraph 10(a), the participants who are to receive awards of Per­formance
Units for such Award Cycle and the number of Performance Units awarded to each
such partici­pant, and


 


(ii)        establish, subject to
paragraph 10(b), the method for determining at the end of such Award Cycle the
value of a Performance Unit awarded at the beginning of such Award Cycle.


 


(c)
In addition, from time to time the Committee may deem it desirable to grant
long-term incentive awards not based on an Award Cycle established under
paragraph 8(a) and the Committee shall have the discretion to (A) designate the
participants who are to receive such awards and (B) establish such terms and
conditions applicable to such long-term incentive awards (“Special Long Term
Incentive Award”).


 


9.  Restricted
Stock


 


                        (a) 
During the term of the Plan, the Committee shall from time to time designate
the participants who are to receive awards of restricted shares of the Class B
Common Stock of the Company (such restricted shares being hereinafter called
Restricted Stock), the number of shares of Restricted Stock awarded to each
such participant, and the date on which full ownership of such shares of
Restricted Stock will vest in such participant (such being hereinafter called
the Vesting Date).  In no case may the Vesting Date designated by the Committee
be less than one year nor more than six years from the date of the award of
Restricted Stock to which it relates.  If the Committee so determines, a single
award of Restricted Stock can provide for more than one Vesting Date with a
portion of the full award to vest on each specified Vesting Date.  To each
participant designated to receive an award of Restricted Stock, there shall be
(1) issued (subject to subparagraph (b) below) a stock certifi­cate, registered
in the name of such participant, or (2) a book entry made in the name of such
participant, in each case represent­ing such number of shares of Restricted
Stock awarded to such participant; provided, however, that at any time, not
more than 20,000 shares of Restricted Stock may be awarded to any participant
under all outstanding awards of Restricted Stock.


                         


                        (b) 
Within 30 days after the effective date of a Restricted Stock award, each recipient
of such an award shall deliver to the Company (i) an executed copy of a
Restricted Stock Agreement containing the terms and provisions set forth in
subparagraph (c) below and (ii) a stock power executed in blank.  Upon receipt
of such agreement and stock power exe­cuted by the participant, the Company
shall cause the stock certificate referred to in subparagraph (a) above to be
issued in the name of the participant and delivered to the Secretary of the
Company in custody for such participant or the book entry referred to in
subparagraph (a) above to be made in the name of the participant on the books
of the Company.  The failure of a participant to return such agreement and
stock power within such 30-day period without cause shall result in cancellation
of the Restricted Stock  Award to such participant, and no stock certificate
therefor shall be issued in the participant’s name or book entry be made in the
participant’s name.


 








 




                        (c)  Each Restricted Stock
Agreement accompanying an award of Restricted Stock shall contain the following
provisions, as applicable, together with such other provisions as the Committee
shall determine:


 


(i)           
Except
as hereinafter provided, none of the shares of Restricted Stock subject thereto
may be sold, transferred, assigned, pledged or other­wise disposed of before
the Vesting Date(s) established in the applicable Restricted Stock Agreement. 


 


(ii)          
Except
as provided below, if the participant is continuously em­ployed by the Company
until the occurrence of an applicable Vesting Date, the restriction set forth
in subparagraph (c)(i) above shall terminate on such Vesting Date as to all the
shares of Restricted Stock associated with that Vesting Date.  In the event
that the participant takes one or more unpaid leave(s) of absence where the
leave is greater than 90 days in duration at any time before an award of
Restricted Stock has vested, the Vesting Date or Dates for such grant shall  be
extended by a period equal to the aggregate number of days that the participant
was out on such leave(s) of absence (the “Extended Vesting Date(s)”) and the
restrictions set forth in subparagraph (c)(i) above shall then terminate on
such Extended Vesting Date or Dates.  


 


Notwithstanding any of the foregoing, in the case of a
participant who is an “executive officer” of the Company at the time of the
award, the Committee shall, prior to the effective date of Restricted Stock
Award, establish in writing a formu­la based on one or  more of the following: 
cash flow, operating income, earnings per share, economic value added (EVA),
return on assets, total return on equity of the Company, operating mar­gins,
cash flow margins, share­holder return, cost con­trol and/or quantitative
revenue, growth or profitability mea­surements over the period of time it takes
for the Restricted Stock Award to vest fully, which will have to be achieved if
the restriction set forth in subpara­graph (c)(i) above is to terminate as
provided in this subparagraph (c)(ii).  


 


(iii)         
If
the participant's employment by the Company terminates for any reason (whether
voluntary or involuntary and including death or disability) before the Vesting
Date or Extended Vesting Date, as the case may be, the ownership of all shares
of Restricted Stock shall revert to the Company, unless termination occurs two
or more years from the effective date of the award and the Committee, in its
sole discretion, approves the vesting of a percentage of the number of shares
of Re­stricted  Stock originally awarded (rounded to the nearest whole share),
if any, provided, however, that the percentage determined by the Committee may
not exceed the percentage calculated by dividing (i) the number of full months
elapsed from the effective date of the award to the date of such termination
(less the period of full months that a participant was on one or more unpaid
leaves of absence where the leave is greater than 90 days during such period by
(ii) the number of full months from such effective date to the Vesting Date for
such award, or in the case of a participant’s death, such larger portion as the
Compensation Committee in its sole discretion shall determine (such percentage
being hereinafter called the Pro-Rated Percentage).


 


(iv)       Promptly after the
restriction set forth in subparagraph (c)(i) above shall terminate as to any
shares of Restricted Stock, the participant to whom such shares were awarded
(or the participant’s  estate, as the case may be) shall pay to the Company 





 




the amount of all Federal, state and local withholding
taxes payable on the compensation represented by such shares, and upon receipt
of such payment the Company shall deliver to the par­ticipant a stock
certificate or certificates for such shares.  Alternatively, pursuant to rules
established by the Compensation Committee, a participant may elect to receive
all or a portion of the participant’s award in the form of cash in lieu of
shares, based on the fair market value (the mean between the high and low price
per share on the New York Stock Exchange) of such shares on the date the
restrictions set forth in subparagraph (c)(i) above shall terminate; and the
Company will deduct the amount of all withholding taxes payable on the
compensation represented by such shares from the cash value of the shares to be
paid to the participant. 


 


(v)        As long as shares of
Restricted Stock remain registered in the name of a participant, such
participant shall be entitled to all the attributes of owner­ship of such
shares (subject to the restriction on transfer referred to above), including
the right to vote such shares and to receive all dividends de­clared and paid
on such shares.


 


                        (d) 
All shares of Common Stock issued to recipi­ents of Restricted Stock awards
shall be issued from previ­ously issued and outstanding shares held in the
Treasury of the Company.


 


                        (e) 
The total number of shares of Common Stock that may be awarded as Restricted
Stock under the Plan shall not exceed 625,000 shares; provided, however, that
effective November 1, 1991, shares which revert to the Company in accordance
with para­graph 9(c)(iii) shall be deemed to have been awarded as Restricted
Stock for purposes of determining the number of shares of Restricted Stock
remaining available to be awarded hereunder.


 


10. 
Performance Units and Special Long-Term Incentive Awards


 


                        (a) 
During the term of the Plan, the Committee shall from time to time designate
the participants who are to receive awards of Performance Units and Special
Long-Term Incentive Awards, the number of Performance Units or other terms and
conditions as may be applicable, and the date on which the participant shall be
entitled to payment under a Special Long-Term Incentive Award (such being
hereinafter called the “Incentive Vesting Date”).  In no case may the Incentive
Vesting Date designated by the Committee be less than one year nor more than
six years from the date of the award of the Special Long-Term Incentive Award
to which it relates.  If the Committee so determines, a single award of a
Special Long-Term Incentive Award can provide for more than one Vesting Date
with a portion of the full award to vest on each specified Vesting Date.  To
each participant designated to receive an award of Performance Units there
shall be issued a Performance Unit Certificate representing such number of
Performance Units with a nominal value of $100 each as the Committee shall
determine; provided, however, that the total nominal value of Performance Units
awarded to a partic­ipant for any Award Cycle shall not exceed 300% of such
participant's base salary at the date of such award.


 


                        (b) 
No later than 90 days after  the beginning of each Award Cycle or the beginning
of the applicable vesting period of a Special Long-Term Incentive Award, 
the Committee shall establish in writing a method for determining the earned
value of (A) a Performance Unit at the end of such Award Cycle (hereinafter
called the Payout Value) or (B) the Special Long-Term Incentive Award, in
either case based on performance goals over the 





 




period of the Award Cycle or the vesting period in the
case of a Special Long-Term Incentive Award related to one or more of the
following:   operat­ing income, cash flow, shareholder return, earnings per
share,  return on assets, return on equity, operating margins, cost
control, customer satisfaction, cash flow margins, economic value added (EVA)
and/or other quantitative revenue, growth or profitability measure­ments, which
may be in re­spect of the Company, as a whole, or any business unit there­of;
provided, however, that such method shall provide that (i) no Payout Value may
exceed $200 and the payment of an award of Performance Units to any participant
at the end of an Award Cycle shall be the lesser of $5 mil­lion or the amount
deter­mined by multiplying the Payout Value times the number of Performance
Units granted to such partic­ipant, (ii) the payment of a Special
Long-Term Incentive Award to any participant at the end of the vesting period
for such award shall not exceed $5 million and (iii) the aggregate value of the
Performance Units and any Special Long-Term Incentive Award payable to any
participant with respect to any fiscal year shall not exceed $10 million. 
Notwithstanding the foregoing, in the case of a participant who is the
president or chief executive officer of one of the Company’s business units
(not including the President or Chief Executive Officer of the Company), the
aggregate value of the Performance Units and any Special Long-Term Incentive
Award payable to such participant with respect to any fiscal year shall not
exceed in value 1% of such business unit’s revenue for the for the fiscal year
with respect of which the award is to be paid.  


 


                        (c) 
If a participant's employment by the Company terminates for any reason (whether
voluntary or involuntary and including death or disability) before the end of
an Award Cycle for which the participant was granted Performance Units or
before Incentive Vesting Date, the participant shall be entitled to such
percentage of the Payout Value of said Performance Units or the payment due
under said Special Long-Term Incentive Award, if any, as shall be determined
after the end of such Award Cycle or the Incentive Vesting Date, in accordance
with the following provisions:


 


(i)           
if
termination occurs two or more years after the effective date of the award,
such percentage, if any (but not greater than the Pro-Rated Percent­age), as
the Committee may, in its sole discretion, determine; and


 


(ii)        if termination occurs
within two years from the effective date of the award, no percentage of the
Payout Value or payment under a Special Long-Term Incentive Award shall be
paid.


 


                        (d) 
As promptly as practicable after (i) the end of each Award Cycle and in the
calendar year that begins closest to the last day of the Award Cycle or (ii)
the Incentive Vesting Date, but no later than 75 days after the end of the
calendar year of the Incentive Vesting Date, the Payout Value of a Performance
Unit award­ed at the beginning of such Award Cycle or the payment due under the
Special Long-Term Incentive Award, as the case may be, shall be calcu­lated and
paid (unless otherwise deferred as provided herein) in cash to the recipients
awarded such awards after deduction of all Federal, state and local with­holding
taxes payable on the compensation represented there­by.  In addition, the
Committee may, in its sole discretion, establish terms and conditions under
which a participant may elect to defer the payment of the Payout Value of a
Performance Unit or the payment of the Special Long-Term Incentive Award in
whole or in part pursuant to the terms of the Deferred Compensation Plan.


 


                        (e) 
For purposes of paragraphs 10(c) and 10(d), and notwithstanding any contrary
terms thereof , in the event a participant takes one or more unpaid leave(s) of
absence where the leave is greater than ninety (90) days in duration at any
time during an Award Cycle or during the vesting period of a Special Long-Term
Incentive Award, the payment of the Payout Value of the Performance Units or
Special Long-Term Incentive Award payable to 





 




that
participant shall be determined as if the duration of the Award Cycle or
applicable the vesting period were extended by a period equal to  the number of
days that the participant was out on such leave(s) of absence and by not giving
the participant credit for the period of employment during the Award Cycle or
vesting period when the participant was on such leave of absence.  Thus, for
example, if a participant was away from work on a leave of absence for one year
during a four-year Award Cycle, the percentage of the Payout Value of the
Performance Units payable to that participant would be 100% only if the
participant had at least one year of active employment after the end of the
Award Cycle, and if such additional period of active employment was not
completed, the Committee, in its exercise of discretion to determine a
Pro-Rated Percentage under paragraph 10(c)(i), would make that determination in
a manner consistent with paragraph 9(c)(iii)(A).  In any such case, the Payout
Value of the Performance Units or the payment of the Special Long-Term Incentive
Award payable to the participant shall be paid as soon as practicable after the
participant becomes entitled to payment by completing the additional period of
active employment or by reason of the Committee’s exercise of discretion under
paragraph 10(c)(i), but no later than seventy-five (75) days after the end of
the calendar year in which the participant attains such vested payment right.  


                         


                        (f) 
At the end of each Award Cycle, the Committee may, in its sole discretion,
award to those senior executives of the Company and its subsidiaries who are
not “executive officers” of the Company and whose performance during such Award
Cycle the Committee believes merits special recog­nition cash bonuses in an
aggre­gate amount not to exceed 10% of the aggregate Payout Value of all
Performance Units that become vested and payable with respect to such Award
Cycle.


 


11.  Expenses 


 


                        The
expenses of administering this Plan shall be borne by the Company.


 


 


12.  Adjustments in Class
B Common Stock


 


                        In
the event of any change or changes in the out­standing shares of Common Stock
by reason of any stock divi­dend, split-up, recapitalization, combination or
exchange of shares, merger, consolidation, separation, reorganization,
liquidation or the like, the class and aggregate number of shares that may be
awarded as Restricted Stock under the Plan after any such change shall be
appropriately adjusted by the Committee, whose determination shall be
conclusive.


 


13.  
Amendment
 


The
Board of Directors of the Company shall have complete power and authority to
amend, suspend or discontinue this Plan; provided, however, that the Board of
Directors shall not, without the approval of the shareholders of the Company in
accordance with the requirements of the law of the State of Delaware
(A) increase either (i) the maximum number of shares of Restricted
Stock that may be awarded under the Plan, (ii) the maximum number of
shares of Restricted Stock or Performance Units that may be awarded to a
participant, (iii) the maximum Payout Value of a Performance Unit or a
Special Long-Term Incentive Award, or (iv) the percentage ceiling on the
aggregate amount of bonuses which may be awarded pursuant to paragraph 10(f) or
(B) make any amendment which would permit the incentive provision of any
year provided in paragraph 6 hereof to exceed the limitations set forth in said
paragraph.