mni2ndamendempagree.htm


    


      EXHIBIT
10.2

       

      SECOND
AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT

       

      THIS
SECOND AMENDMENT (this “Amendment”) to the Amended and Restated Employment
Agreement (the “Employment Agreement”) dated October 20, 2003, as amended on
December 16, 2008, by and between GARY PRUITT (the “Employee”) and THE McCLATCHY
COMPANY, a Delaware corporation (the “Company”), is itself by and between the
Company and the Employee, and is dated February 4, 2009.

       

      W
I T N E S S E T H:

       

      WHEREAS,
the Company employs the Employee in the capacity of its President and Chief
Executive Officer pursuant to the terms of the Employment Agreement;
and

       

      WHEREAS,
the Company and the Employee wish to amend the Employment Agreement to reflect
the freezing of The McClatchy Company Supplemental Executive Retirement
Plan.

       

      NOW,
THEREFORE, the parties agree to amend the Employment Agreement as
follows:

       

      1. Section
4(b) of the Employment Agreement entitled “SERP” is hereby amended to read in
its entirety as follows:

       

      “(b)
SERP.  The
Employee shall be entitled to receive a supplemental pension benefit from the
Company, in addition to any benefit to which he becomes entitled under The
McClatchy Company Retirement Plan, calculated in accordance with the provisions
of The McClatchy Company Supplemental Executive Retirement Plan, as in existence
on January 1, 2009 (a copy of which is attached hereto as Exhibit A) (the
“SERP”), with the modifications next described; provided, additionally, that the
benefit provided under this Section 4(b) shall cease to accrue effective as of
February 4, 2009, such that no compensation paid or service rendered after
February 4, 2009 shall be taken into account in determining Executive’s
supplemental pension benefit hereunder.

       

      (i) The
percentage applied to the Employee’s average monthly earnings and years of
benefit service to determine the basic formula amount (currently under Section
4.2 of the SERP) shall be 2% instead of the 1.5% set forth in the SERP, with a
benefit service maximum of thirty years.

       

      (ii) Age 60
shall be treated as Employee’s Normal Retirement Age (as defined in the SERP),
such that, in applying Article 4 of the SERP to determine the benefit payable
under this Agreement, the Employee’s Basic Formula Amount shall not be reduced
for payments commencing on or after attainment of age 57 and the early
retirement factors shall be determined using age 60 as the Normal Retirement
Age.

       


      
        
           


        

        
           


          
            
 

        

        
           


        

      


       

      Otherwise,
the benefit payable under this Agreement shall be determined employing the
offset methodology and all other terms and conditions as described under the
SERP.  As such, the benefit payable shall be paid in the same form and
at the same time as the benefit payable under the SERP, and, pursuant to Section
1(j) hereof, the Company’s obligation to pay the Employee the benefit described
in this Section 4(b) shall survive the Employee’s termination of employment from
the Company.  However, the benefit obligation of this Section 4(b)
shall be an unfunded and usecured obligation of the Company, as to which the
Employee shall have no rights other than those of a general creditor of the
Company.  The benefit payable under this Section 4(b) shall be in
complete satisfaction of the benefit otherwise payable under the
SERP.

       

      For the
avoidance of doubt, the benefit described in this Section 4(b) shall continue to
be calculated using the methodology under the SERP as in effect as of January 1,
2009 and the modifications described above in this Section 4(b), notwithstanding
the freezing of benefit accruals under the SERP effective as of February 4,
2009.”

       

      2. Except as
expressly provided herein, the terms and conditions of the Employment Agreement
shall remain in full force and effect and shall be binding on the parties
hereto.

       

       

      IN
WITNESS WHEREOF, each of the parties has executed this Amendment, in the case of
the Company by its duly authorized officer, as of the day and year first above
written.

       

       

       

       

       

      EMPLOYEE:

       

       

      By:__/s/Gary
Pruitt____________

      Gary
Pruitt

       

       

      THE
MCCLATCHY COMPANY:

       

       

      By:__/s/Karole
Morgan-Prager__

       

       Name:   Karole
Morgan-Prager

      
        	
                 
      

              	
                Title:

              	
                VP,
      General Counsel & Corporate
Secretary