mni2q08exh10-28.htm


    
Exhibit 10.28

     

     

    AMENDED

    THE
McCLATCHY COMPANY

    EMPLOYEE
STOCK PURCHASE PLAN

     

    (Amended
and Restated as of January 29, 2008)

     

    SECTION
1.  PURPOSE OF THE PLAN

     

    The Plan
was established effective as of July 1, 1988, and was amended as of June 1, 1996
and July 1, 1998, each time subject to the approval of the Company’s
stockholders--which approval was obtained.  The Plan is now amended
and restated as of January 29, 2008, subject to the approval of the Company’s
stockholders.  The purpose of the Plan is to provide Eligible
Employees with an opportunity to increase their proprietary interest in the
success of the Company by purchasing Stock from the Company on favorable terms
and to pay for such purchases through payroll deductions.  The Plan is
intended to qualify under Section 423 of the Internal Revenue Code of 1986, as
amended.

     

     

    SECTION
2.  DEFINITIONS

     

    
      	
              (a)  

            	
              “Board
      of Directors” means the Board of Directors of the Company, as
      constituted from time to time.

            


    

     

    
      	
              (b)  

            	
              “Committee”
      means the committee of the Board of Directors appointed to administer the
      Plan, as provided in Section 3.  If no such committee has been
      appointed, the full Board of Directors shall act as the
      Committee.

            


    

     

    
      	
              (c)  

            	
              “Company”
      means The McClatchy Company, a Delaware
  corporation.

            


    

     

    
      	
              (d)  

            	
              “Compensation”
      means the base compensation paid
      in cash to a Participant by a Participating Company, including salaries,
      wages, direct sales commissions, and lump sums in lieu of wage increase,
      but excluding bonuses, incentives, shift differentials, other commissions,
      overtime pay or any other pay for work outside the regular work schedule,
      all as determined by the Committee.

            


    

     

    
      	
              (e)  

            	
              “Eligible
      Employee” means any employee of a Participating
      Company:

            


    

     

    
      	
              (i)  

            	
              whose
      customary employment is for more than five months per calendar year and at
      least 20 hours per week; and

            


    

     

    
      	
              (ii)  

            	
              who
      has been an employee of a Participating Company for not less than six
      consecutive months.

            


    

     

    Notwithstanding,
the preceding, the term Eligible Employee excludes any employee of a
Participating Company who is a non-resident alien of the U.S. and without U.S.
source income.

     

    
      	
              (f)  

            	
              “Fair
      Market Value” shall mean the market price of Stock determined by
      the Committee as follows:

            


    

     

     

    
      
        
           


        

        
          1

          
            
 

        

        
           


        

      

    

     

     

     

    
      	
               
      

            	
                   (i)

            	
              If
      the Stock was traded over-the-counter on the date in question but was not
      classified as a national market issue, then the Fair Market Value shall be
      equal to the mean between the last reported representative bid and asked
      prices quoted by the NASDAQ system for such
  date;

            


    

     

    
      	
              (ii)  

            	
              If
      the Stock was traded over-the-counter on the date in question and was
      classified as a national market issue, then the Fair Market Value shall be
      equal to the closing price quoted by the NASDAQ system for such
      date;

            


    

     

    
      	
              (iii)  

            	
              If
      the Stock was traded on a stock exchange on the date in question, then the
      Fair Market Value shall be equal to the closing price reported by the
      applicable composite transactions report for such date;
  and

            


    

     

    
      	
              (iv)  

            	
              If
      none of the foregoing provisions is applicable, then the Fair Market Value
      shall be determined by the Committee in good faith on such basis as it
      deems appropriate.

            


    

     

    Whenever
possible, the determination of Fair Market Value by the Committee shall be based
on the prices reported in the Western Edition of The Wall Street
Journal.  Such determination shall be conclusive and binding on all
persons.

     

    
      	
              (g)  

            	
              “Participant”
      means an Eligible Employee who elects to participate in the Plan, as
      provided in Section 4(b).

            


    

     

    
      	
              (h)  

            	
              “Participating
      Company” means the Company and each present or future Subsidiary,
      except Subsidiaries excluded by the
Committee.

            


    

     

    
      	
              (i)  

            	
              “Participation
      Period” means a period during which contributions may be made
      toward the purchase of Stock under the Plan, as determined pursuant to
      Section 4(a).

            


    

     

    
      	
              (j)  

            	
              “Plan”
      means this The McClatchy Company Employee Stock Purchase Plan, as amended
      from time to time.

            


    

     

    
      	
              (k)  

            	
              “Plan
      Account” means the account established for each Participant
      pursuant to Section 8(a).

            


    

     

    
      	
                  
      (l)

            	
              “Purchase
      Price” means the price at which Participants may purchase Stock
      under the Plan, as determined pursuant to Section
  8(b).

            


    

     

    
      	
              (m)  

            	
              “Stock”
      means the Class A Common Stock of the
Company.

            


    

     

    
      	
              (n)  

            	
              “Stock
      Maximum” means the maximum number of shares of Stock permitted to
      be purchased by a Participant with respect to a Participation Period,
      which maximum shall be 1,000 shares or such other amount as established by
      the Company’s Chief Executive Officer in writing.  The
      limitations set forth in Section 9 and Section 13(a) also apply to
      purchases made under this Plan.

            


    

     

    
      	
              (o)  

            	
              “Subsidiary”
      means a corporation, 50% or more of the total combined voting power of all
      classes of stock of which is owned by the Company or by another
      Subsidiary.

            


    

     

     

    
      
        
           


        

        
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    SECTION
3.  ADMINISTRATION OF THE PLAN

     

    
      	
              (a)

            	
              The
      Committee.  The Plan shall be administered by the
      Committee.  The interpretation and construction by the Committee
      of any provisions of the Plan or of any right to purchase Stock granted
      under the Plan shall be conclusive and binding on all
      persons.

            


    

     

    
      	
              (b)

            	
              Rules
      and Forms.  The Committee may adopt such rules and forms
      under the Plan as it considers
  appropriate.

            


    

     

     

    SECTION
4.  ENROLLMENT AND PARTICIPATION

     

    
      	
              (a)  

            	
              Participation
      Periods.  While the Plan is in effect, there shall be
      four Participation Periods in each calendar year, consisting of the
      three-month periods commencing on each January 1, April 1, July 1 and
      October 1.

            


    

     

    
      	
              (b)  

            	
              Enrollment.  Any
      individual who, on the date preceding the first day of a Participation
      Period, qualifies as an Eligible Employee may elect to become a
      Participant in the Plan for such Participation Period by executing the
      enrollment form prescribed for this purpose by the
      Committee.  The enrollment form shall be filed with the Company
      not later than the 10th working day prior to the commencement of the
      Participation Period.  Any enrollment forms and elections filed
      under the Plan in effect prior to July 1, 1998, shall continue to apply on
      and after such date, unless a new enrollment form is filed under Section
      5.

            


    

     

    
      	
              (c)  

            	
              Duration
      of Participation.  Once enrolled, a Participant shall
      continue to participate in the Plan for each succeeding Participation
      Period until he or she ceases to be an Eligible Employee, withdraws from
      the Plan or reaches the end of the Participation Period in which he or she
      discontinued contributions.  A Participant who discontinued
      contributions under Section 5(d) or withdrew from the Plan under Section
      6(a) may again become a Participant, if he or she then is an Eligible
      Employee, by following the procedure described in Subsection (b)
      above.

            


    

     

     

    SECTION
5.  EMPLOYEE CONTRIBUTIONS

     

    
      	
              (a)  

            	
              Frequency
      of Payroll Deductions.  A Participant may purchase shares
      of Stock under the Plan solely by means of payroll
      deductions.  Payroll deductions, as designated by the
      Participant pursuant to Subsection (b) below, shall commence with the
      first payday in the Participation Period and shall continue on each
      subsequent payday during participation in the
  Plan.

            


    

     

    
      	
              (b)  

            	
              Amount
      of Payroll Deductions.  An Eligible Employee shall
      designate on the enrollment form the portion of his or her Compensation
      that he or she elects to have withheld for the purchase of
      Stock.  Such portion shall be a whole percentage of the Eligible
      Employee’s Compensation, but not less than 1% nor more than
      6%.

            


    

     

    
      	
              (c)  

            	
              Changing
      Withholding Rate.  If a Participant wishes to change the
      rate of payroll witholding, he or she may do so by filing a new enrollment
      form with the Company not later than the 10th working day prior to the
      commencement of the Participation period for which such change is to be
      effective.

            


    

     

     

    
      
        
           


        

        
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              (d)  

            	
              Discontinuing
      Payroll Deductions.  If a Participant wishes to
      discontinue employee contributions entirely, he or she may do so by filing
      a new enrollment form at any time.  Payroll withholding shall
      cease as soon as reasonably practicable after such form has been received
      by the Company.

            


    

     

     

    SECTION
6.  WITHDRAWAL FROM THE PLAN

     

    
      	
              (a)  

            	
              Withdrawal.  A
      Participant may elect to withdraw from the Plan by filing the prescribed
      form with the Company at any time before the last business day of a
      Participation Period.  As soon as reasonably practicable
      thereafter, payroll deductions shall cease and the entire amount credited
      to the Participant’s Plan Account shall be refunded to him or her in cash,
      without interest.  No partial withdrawals shall be
      permitted.

            


    

     

    
      	
              (b)  

            	
              Re-Enrollment
      After Withdrawal.  A former Participant who has withdrawn
      from the Plan shall not be a Participant until he or she re-enrolls for a
      subsequent Participation Period under Section
  4(b).

            


    

     

     

    SECTION
7.  TERMINATION OF EMPLOYMENT OR DEATH

     

    
      	
              (a)  

            	
              Termination
      of Employment.  Termination of employment as an Eligible
      Employee for any reason, including death, shall be treated as an automatic
      withdrawal from the Plan under Section 6(a).  (A transfer from
      one Participating Company to another shall not be treated as a termination
      of employment.)

            


    

     

    
      	
              (b)  

            	
              Death.  In
      the event of the Participant’s death, the amount credited to his or her
      Plan Account shall be paid to the Participant’s
    estate.

            


    

     

     

    SECTION
8.  PLAN ACCOUNTS AND PURCHASE OF SHARES

     

    
      	
              (a)  

            	
              Plan
      Accounts.  The Company shall maintain a Plan Account on
      its books in the name of each Participant.  As of each payday in
      a Participation Period, the amount deducted from the Participant’s
      Compensation shall be credited to the Participant’s Plan
      Account.  No interest shall be credited to Plan
      Accounts.

            


    

     

    
      	
              (b)  

            	
              Purchase
      Price.  The Purchase Price for each share of Stock shall
      be the lower of:

            


    

     

    
      	
              (i)  

            	
              85%
      of the Fair Market Value of such share on the first trading day of the
      Participation Period; or

            


    

     

    
      	
              (ii)  

            	
              85%
      of the Fair Market Value of such share on the last trading day of the
      Participation Period.

            


    

     

     

     

     

    
      
        
           


        

        
          4

          
            
 

        

        
           


        

      

    

     

    
      	
              (c)  

            	
              Number
      of Shares Purchased.  As of the last business day of each
      Participation Period, each Participant shall be deemed to have elected to
      purchase the number of whole shares of Stock calculated in accordance with
      this Subsection (c), unless the Participant has previously elected to
      withdraw from the Plan in accordance with Section 6(a).  The
      amount then in the Participant’s Plan Account shall be divided by the
      Purchase Price, and the number of whole shares that results shall be
      purchased from the Company with the funds in the Participant’s Plan
      Account.  The foregoing notwithstanding, no Participant shall
      purchase a number of shares of Stock more than Stock Maximum with respect
      to any Participation Period, nor shares of Stock in excess of the amounts
      set forth in Sections 9 and
13(a).

            


    

     

     

    
      	
              (d)  

            	
              Available
      Shares Insufficient.  In the event that the aggregate
      number of shares that all Participants elect to purchase during a
      Participation Period exceeds the maximum number of shares remaining
      available for issuance under Section 13(a), then the number of shares to
      which each Participant is entitled shall be determined by multiplying the
      number of shares available for issuance by a fraction, the numerator of
      which is the number of shares that such Participant has elected to
      purchase and the denominator of which is the number of shares that all
      Participants have elected to purchase.  Thereafter, the Plan
      will be suspended and no purchases shall occur until the Participation
      Period immediately following an increase in the number of shares
      authorized for issuance at the annual stockholder
      meeting.

            


    

     

    
      	
              (e)  

            	
              Issuance
      of Stock.  Certificates representing the number of shares
      of Stock purchased shall be issued as soon as reasonably practicable after
      the close of the Participation Period.  Shares shall be
      registered in the name of the
  Participant.

            


    

     

    
      	
              (f)  

            	
              Unused
      Cash Balances.  Any amount remaining in the Participant’s
      Plan Account that represents the Purchase Price for a fractional share
      shall be carried over in the Participant’s Plan Account to the next
      Participation Period.  Any amount remaining in the Participant’s
      Plan Account that represents the Purchase Price for whole shares which
      could not be purchased by reason for Subsection (c) above or Section 13(a)
      shall be either: (i) refunded to the Participant in cash, without
      interest, or (ii) with the Participant’s consent, carried over in
      Participant’s Plan Account to the next Participation
      Period.

            


    

     

     

    SECTION
9.  LIMITATIONS ON STOCK OWNERSHIP

     

    Any other
provision of the Plan notwithstanding, no Participant shall be granted a right
to purchase Stock under the Plan if:

     

    
      	
              (a)  

            	
              Such
      Participant, immediately after his or her election to purchase such Stock,
      would own stock possessing more than 5% of the total combined voting power
      or value of all classes of stock of the Company or any parent or
      Subsidiary of the Company; or

            


    

     

    
      	
              (b)  

            	
              Under
      the terms of the Plan, such Participant’s rights to purchase stock under
      this and all other qualified employee stock purchase plans of the Company
      or any parent or Subsidiary of the Company would accrue at a rate that
      exceeds $25,000 of fair market value of such stock (determined at the time
      when such right is granted) for each calendar year for which such right or
      option is outstanding at any time.

            


    

     

     

     

     

    
      
        
           


        

        
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    Ownership
of stock shall be determined after applying the attribution rules of Section
424(d) of the Internal Revenue Code of 1986, as amended.  For purposes
of this Section 9, each Participant shall be considered to own any stock that he
or she has a right or option to purchase under this or any other plan, and each
Participant shall be considered to have the right to purchase 1,000 shares of
Stock under this Plan with respect to each Participation
period.  Notwithstanding anything in this Plan to the contrary, a
Participant shall not have any right to purchase Stock under the Plan for any
Participation Period during which the Plan is suspended as set forth in Section
8(d) above.

     

     

    SECTION
10.  RIGHTS NOT TRANSFERABLE

     

    The
rights of any Participant under the Plan, or any Participant’s interest in any
Stock or moneys to which he or she may be entitled under the Plan, shall not be
transferable by voluntary or involuntary assignment or by operation of law, or
in any other manner other than by will or the laws of descent and
distribution.  If the Participant in any manner attempts to transfer,
assign or otherwise encumber his or her rights or interest under the Plan, other
than by will or the laws of descent and distribution, then such act shall be
treated as an election by the Participant to withdraw from the Plan under
Section 6(a).

     

     

    SECTION
11.  NO RIGHTS AS AN EMPLOYEE

     

    Nothing
in the Plan shall be construed to give any person the right to remain in the
employ of a Participating Company.  Each Participating Company
reserves the right to terminate the employment of any person at any time, with
or without cause.

     

     

    SECTION
12.  NO RIGHTS AS A STOCKHOLDER

     

    A
Participant shall have no rights as a stockholder with respect to any shares of
Stock that he or she has purchased, or may have a right to purchase, under the
Plan until the date of issuance of a certificate for such shares.

     

     

    SECTION
13.  STOCK OFFERED UNDER THE PLAN

     

    
      	
                 
      (a)

            	
              Authorized
      Shares.  The aggregate number of shares of Stock
      available for purchase under the Plan shall be 4,625,000, subject to
      adjustment pursuant to this Section
13.

            


    

     

    
      	
              (b)  

            	
              Anti-Dilution
      Adjustments.  The aggregate number of shares of Stock
      offered under the Plan, the Stock Maximum, and the price of shares that
      any Participant has elected to purchase shall be adjusted proportionately
      by the Committee for any increase or decrease in the number of outstanding
      shares of Stock resulting from a subdivision or consolidation of shares,
      the payment of a stock dividend, any other increase or decrease in such
      shares effected without receipt or payment of consideration by the Company
      or the distribution of the shares of a subsidiary to the Company’s
      stockholders.

            


    

     

    
      	
              (c)  

            	
              Reorganizations.  In
      the event of a dissolution or liquidation of the Company, or a merger or
      consolidation to which the Company is a constituent corporation, the Plan
      shall terminate unless the plan of merger, consolidation or reorganization
      provides otherwise, and all amounts that have been withheld but not yet
      applied to purchase Stock hereunder shall be refunded, without
      interest.  The Plan shall in no event be construed to restrict
      in any way the Company’s right to undertake a dissolution, liquidation,
      merger, consolidation or other
  reorganization.

            


    

     

     

    
      
        
           


        

        
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    SECTION
14.  AMENDMENT OR DISCONTINUANCE

     

    The Board
of Directors shall have the right to amend, suspend or terminate the Plan at any
time (without notice) and in such manner as the Board of Directors may
determine.  Except as provided in Section 13, any increase in the
aggregate number of shares of Stock to be issued under the Plan shall be subject
to approval by a vote of the stockholders of the Company.  In
addition, any other amendment of the Plan shall be subject to approval by a vote
of the stockholders of the Company to the extent required by an applicable law
or regulation.

     

     

    SECTION
15.  CHOICE OF LAW

     

    The Plan
and all rights thereunder shall be construed and enforced under the laws of the
State of California, without regard to the rules on the choice of
law.

     

     

    SECTION
16.  EXECUTION

     

    To record
the amendment of the Plan by the Board of Directors, the Company has caused its
duly authorized officer to affix the corporate name and seal
hereto.

     

     

    THE
McCLATCHY COMPANY

     

     

    By: /s/
Karole Morgan-Prager

    Karole
Morgan-Prager

     

    Title:
Secretary

     

     

     

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