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.


 


1.9                                                    “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


 


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 at the same time and be paid in the same manner as under the Basic
Plan.


 


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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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