mnibonusrecogplan.htm


    


      EXHIBIT
10.4

       

      THE
McCLATCHY COMPANY

      BONUS
RECOGNITION PLAN

       

      (Effective
February 4, 2009)

       

       

      ARTICLE
1

      PURPOSE

       

      The
McClatchy Company (the “Company”) has established The McClatchy Company Bonus
Recognition Plan (the “Plan”) for the benefit of certain executives of the
Company and its Affiliates.  The Plan is established effective
February 4, 2009 (the “Effective Date”).  The Company intends that the
Plan shall be treated as an unfunded plan for purposes of the Internal Revenue
Code of 1986, as amended (the “Code”) and the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”), and as a plan for a select group of
management and highly compensated employees for purposes of ERISA.

       

      ARTICLE
2

      ELIGIBILITY
AND PARTICIPATION

      
        	
                 
      

              	 


      

      
        	
                2.1  

              	
                Eligibility

              


      

       

      Eligibility
to participate in the Plan is limited to those executives of the Company and its
Affiliates who are designated from time to time by the Plan Administrator to
participate in the Plan (each, a “Participant”).  Supplement A sets
forth those individuals who have been designated as Participants as of the
effective date.

       

      2.2  Company
Matching Contribution Amount

       

      For each
calendar year for which the Company makes a matching contribution to salaried
employees under the 401(k) Plan generally, the Company will make a Company
Matching Contribution under this Plan to each Participant who remains employed
by the Company or its Affiliates on
the last day of such calendar year, or who terminated employment with the
Company and its Affiliates during the calendar year on account of retirement on
or after age 55, death or Disability.  No Company Matching
Contribution shall be credited for a year to a Participant if the Participant is
not employed by the Company or an Affiliate on the last day of the year and did
not terminate employment during the year on account of retirement on or after
age 55 or on account of death or Disability.

       

      2.3  Company
Supplemental Contribution Amount

       

      For each
calendar year for which the Company makes a profit sharing contribution to
salaried employees participating under the 401(k) Plan generally, except as next
provided, the Company will make a Company Supplemental Contribution under this
Plan to each Participant who remains employed by the Company or its
Affiliates on
the last day of such calendar year or who terminated employment with the Company
and its Affiliates during the


      
        
          
             

             

          

           


        

        
           


          
            
 

        

        
           


        

      


      calendar
year on account of retirement on or after age 55, death or
Disability.  However,
if the Supplemental Contribution made under this Plan would prevent the Company
from growing operating cash flow or achieving some other financial performance
goals as determined by the Committee,
then the Committee reserves the right in its sole discretion to determine if a
Supplemental Contribution will be made.  In addition, no
Company Supplemental Contribution shall be credited for a year to a Participant
if the Participant is not employed by the Company or an Affiliate on the last
day of the year and did not terminate employment during the year on account of
retirement on or after age 55 or on account of death or Disability.

       

      2.4  Vesting

       

      A
Participant’s benefit under his Account shall vest in accordance with the
following schedule based on his years of vesting service under the 401(k)
Plan:

       

      Years
of Vesting
Service                                  Vested
Percentage

      Less than
3                                                                0%

      3 or
more                                                                100%

       

      A
Participant shall forfeit any amount of his or her Account that is not vested as
of his or her Termination Date.  Furthermore, notwithstanding anything
to the contrary under this Plan, a Participant shall not be entitled to any
payment with respect to any portion of his Account that is forfeited under this
Section 2.4.

       

      ARTICLE
3

      PAYMENT
OF DEFERRED COMPENSATION

       

      
        	
                3.1  

              	
                Three-Year
      Installment Payments

              


      

       

                            Except
in the event of the death, a Participant’s vested Account will be distributed in
three equal annual installments to him or her commencing in January of the
calendar year following his or her Termination Date or, if later, as of the
first day of the seventh month following his or her Termination
Date.

       

      
        	
                 
      

              	
                3.2

              	
                Death

              


      

       

      In the event of the death
of a Participant, distribution of his or her Account shall be made entirely in
accordance with Article 5 of the Plan.

       

      3.3  Unforeseen
Emergency Distributions from this Plan

       

      The Plan Administrator
may, in its sole discretion, make distributions to a Participant from his
Account prior to the date that amounts would otherwise become payable if the
Plan Administrator determines that the Participant has incurred an Unforeseeable
Emergency.  The amount of any such distribution shall be limited to
the amount reasonably necessary to meet the Participant’s needs created by the
Unforeseeable Emergency, plus the amount necessary to pay the taxes
thereon.

       


      
        
          
             

             

          

           


        

        
           


          
            
 

        

        
           


        

      


       

      ARTICLE
4

      PLAN
ACCOUNTS

       

      
        	
                4.1  

              	
                Accounts

              


      

       

      A
bookkeeping Company contribution Account shall be established and maintained by
the Plan Administrator for each Participant in which shall be recorded the
amounts credited as Company Matching Contributions and Company Supplemental
Contributions.

       

      4.2  Investment
Performance

       

      Participants’
Accounts shall be adjusted to reflect increases or decreases based on the
allocation of the Account in one Investment Index or among two or more
Investment Indices, as determined by the Plan Administrator in its sole
discretion for all Accounts.  The Plan Administrator is authorized
prospectively to replace or otherwise modify the Investment Indices used under
the Plan, and to reallocate the Accounts prospectively into an Investment Index
or among two or more Investment Indices.

       

      4.3  Valuation
Date

       

      Each
Participant’s Account shall be valued as of each December 31, and on the last
day of the month in which the Participant ceases to be an employee, at which
point credits under Section 4.2 shall be made with respect to the Account
balance remaining in the Plan as of the Valuation Date.  The Plan
Administrator also may establish such other date or dates as Valuation Dates
with respect to a Participant’s Account or particular investments in the
Account.

       

      ARTICLE
5

      DEATH
BENEFITS

      
        	
                 
      

              	 


      

      
        	
                5.1  

              	
                Death
      Benefit

              


      

       

      A
Participant may designate a Beneficiary or Beneficiaries to receive payment of
his vested Account in the event of his death.  Each Beneficiary
designation:  (i) shall be made on a form filed in the manner
prescribed by the Plan Administrator, (ii) shall be effective when, and only if
made and filed in such manner during the Participant’s lifetime, and (iii) upon
such filing, shall automatically revoke all previous Beneficiary
designations.  Upon the death of a Participant, the full amount of the
Participant’s vested Account (or the remaining amount of the vested Account in
the event that installment payments have commenced) shall be paid to the
Participant’s Beneficiary in a single lump sum.

       

      
        	
                5.2  

              	
                Failure
      to Designate Beneficiary

              


      

       

      If the
payments to be made pursuant to this section are not subject to a valid
Beneficiary designation at the time of the Participant’s death (because the
designated Beneficiary predeceased the Participant or for any other reason), the
estate of the Participant shall be the Beneficiary.  If a Beneficiary
designated by the Participant to receive all or any part of
the Participant’s Account dies after the Participant but before complete
distribution of that portion of the Account, and at the time of the
Beneficiary’s death there is no valid designation of a contingent Beneficiary,
the estate of such Beneficiary shall be the Beneficiary of the portion in
question.


      
        
          
             

             

          

           


        

        
           


          
            
 

        

        
           


        

      


       

      ARTICLE
6

      CLAIMS
PROCEDURE

       

      6.1. Initial
Claim

       

      If a
Participant believes he is entitled to payments under the Plan which have not
been paid or have been paid in a lesser amount, the Participant may submit a
written claim to the Plan Administrator.  If the Plan Administrator
determines that the claim should be denied, written notice of the decision will
be furnished to the Participant within a reasonable period of
time.  This notice will set forth in clear and precise terms the
specific reasons for the denial, specific reference to pertinent Plan provisions
on which the denial is based, a description of additional material or
information necessary for the Participant to perfect the claim, and an
explanation of the Plan’s review procedure.  The written notice shall
be given to the Participant within ninety (90) days after receipt of the claim,
unless special circumstances require an extension of time for processing the
claim, in which case a decision will be rendered and written notice furnished
within one hundred eighty (180) days after receipt of the claim.  A
written notice of such extension of time indicating the special circumstances
and expected date of decision will be furnished to the Participant within the
initial ninety (90) day period.

       

      6.2. Claims
Appeal

       

      The
Participant may, within 60 days after receiving notice denying the claim,
request a review of the decision by written application to the
Committee.  The Participant may also review pertinent documents and
submit issues and comments in writing.  A written decision on the
appeal will be made by the Committee not later than 60 days after receipt of the
appeal, unless special circumstances require an extension of time, in which case
a decision will be rendered within a reasonable period of time, but in no event
later than 120 days after receipt of the appeal.  A written notice of
such extension of time will be furnished to the Participant before such
extension begins.  The decision will include the specific reason(s)
for the decision and the specific reference(s) to the pertinent plan provisions
on which the decision is based.  The decision will be
final.  A Participant’s Beneficiary also may use the claim procedures
set forth in Section 6.1 and this Section.


      
        
          
             

             

          

           


        

        
           


          
            
 

        

        
           


        

      


       

      ARTICLE
7

      MANAGEMENT
AND ADMINISTRATION

       

                7.1. Administration

       

      The
Company shall serve as the Plan Administrator.  The Plan Administrator
shall have the full power and authority to control and manage the operation and
administration of the Plan, including the authority, in its sole discretion: (a)
to promulgate and enforce such rules and regulations as deemed necessary or
appropriate for the administration of the Plan; (b) to interpret the Plan
consistent with the terms and intent thereof; and (c) to resolve any possible
ambiguities, inconsistencies and omissions in the Plan.  All such
actions shall be in accordance with the terms and intent of the
Plan.

       

      The
Company may designate, by written instrument acknowledged by the parties, one or
more persons to carry out its fiduciary responsibilities as Plan
Administrator.  To the extent of any such delegation, the delegate
shall become the Plan Administrator responsible for the matters assigned by the
Company, and references to the Company in such capacity shall apply instead to
the delegate.  Additionally, the Company may assign any of its
responsibilities to specific persons who are directors, officers, or employees
of the Company, or a committee composed of such persons, in order to execute its
actions as the Plan Administrator.  Any action by the Company
assigning any of its responsibilities to specific persons who are directors,
officers, or employees of the Company, or a committee composed of such persons,
shall not constitute delegation of the Company’s responsibility as Plan
Administrator, but rather shall be treated as the manner in which the Company
has determined internally to discharge such responsibility.  One such
assignment is hereby made to the General Counsel, who shall have the power on
behalf of the Company to execute plan documents, trust agreements or other
contracts relating to the Plan or Plan administration.

       

      The Plan
Administrator may engage the services of accountants, attorneys, actuaries,
consultants and such other professional personnel as deemed necessary or
advisable to assist them in fulfilling responsibilities of the Plan
Administrator under the Plan.  The Plan Administrator, and its
delegates and assistants shall be entitled to act on the basis of all tables,
valuations, certificates, opinions and reports furnished by such professional
personnel.

       

                  
7.2. Amendment
and Termination of the Plan

       

      The
Company may, in its sole discretion, amend this Plan at any time or from time to
time, in whole or in part, and for any reason, by action of the
Committee.  However, no amendment shall reduce the amount accrued in a
Participant’s Account as of the date of such amendment, except that the Company
may change the Investment Indices to be applied prospectively.  The
Company may terminate the Plan as follows:

       

      (a)           Partial
Termination

       

      The
Committee may partially terminate the Plan by instructing the Plan Administrator
not to accept any additional deferral elections under this Plan and not to
credit additional Company contributions under the Plan.  If such a
partial termination occurs, the Plan shall continue to operate and be effective
with regard to deferral elections properly completed and filed prior to the
effective date of such partial termination and with respect to Company
contributions credited to a Participant’s Account prior to the effective date of
such partial termination.


      
        
          
             

             

          

           


        

        
           


          
            
 

        

        
           


        

      


       

       

      (b)           Complete
Termination

       

      The
Committee may completely terminate the Plan by instructing the Plan
Administrator to terminate all existing Plan deferrals.  In the event
of complete termination, the Plan shall cease to operate and, to the extent
permitted by Section 409A of the Code, the Plan Administrator shall distribute
each Participant’s Account to the Participant.

       

       

      ARTICLE
8

      GENERAL
PROVISIONS

       

                8.1. Alienation
of Benefits

       

      No
Account payable under the Plan shall be subject to alienation, sale, transfer,
assignment, pledge, attachment, garnishment, lien, levy or like
encumbrance.  Neither the Company nor the Plan shall in any manner be
liable for or subject to the debts or liabilities of any person entitled to
payment under the Plan.

       

                8.2. Overpayments

       

      If any
overpayment of an Account is made under the Plan, (a) the amount of the
overpayment may be set off against further amounts payable to or on account of
the Participant until the overpayment has been recovered in full, or
(b) the Participant shall be required to return the amount of the
overpayment to the Plan Administrator.  The foregoing remedy is not
intended to be exclusive.

       

                8.3. Withholding
Taxes

       

      The
Company and the Plan Administrator shall withhold such taxes and make such
reports to governmental authorities as they reasonably believe to be required by
law.

       

                8.4. Distributions
to Minors and Incompetents

       

      If the
Plan Administrator determines that a Participant or any Beneficiary receiving or
entitled to receive payment of an Account under the Plan is incompetent to care
for his or her affairs, and in the absence of the appointment of a legal
guardian of the property of the incompetent, payments due under the Plan (unless
prior claim thereto has been made by a duly qualified guardian, committee or
other legal representative) may be made to the spouse, parent, brother or sister
or other person, including a hospital or other institution, deemed by the Plan
Administrator to have incurred or to be liable for expenses on behalf of such
incompetent.  In the absence of the appointment of a legal guardian of
the property of a minor, any minor’s share of an Account under the Plan may be
paid to such adult or adults as in the opinion of the Plan Administrator have
assumed the custody and principal support of such minor.


      
        
          
             

             

          

           


        

        
           


          
            
 

        

        
           


        

      


       

       

      The Plan
Administrator, however, in its sole discretion, may require that a legal
guardian for the property of any such incompetent or minor be appointed before
authorizing the payment of the Account in such situations.  Benefit
payments made under the Plan in accordance with determinations of the Plan
Administrator pursuant to this Article 8 shall be a complete discharge of any
obligation arising under the Plan with respect to such benefit
payments.

       

                8.5. No
Right to Employment

       

      Nothing
contained in this Plan shall be deemed to give any employee the right to be
retained in the service of the Company or to interfere with the right of the
Company to demote, discharge or discipline any employee at any time without
regard to the effect that such demotion, discharge or discipline may have upon
the employee under the Plan.

       

                8.6. Unfunded
Plan

       

      The Plan
shall be an unfunded, unsecured obligation of the Company.  The
Company shall not be required to segregate any assets to provide payment of a
Participant’s Account, and the Plan shall not be construed as providing for such
segregation.  Any liability of the Company with respect to the payment
of a Participant’s Account shall be based solely upon any contractual
obligations created by the Plan.  Any such obligation shall not be
deemed to be secured by any pledge or other encumbrance or any property of the
Company.

       

                8.7. Trust
Fund

       

      At its discretion, the
Company may establish one or more trusts for the purpose of assisting in the
payment of a Participant’s Account, provided the establishment of such a trust
is not in connection with a change in the financial health of the Company within
the meaning of Section 409A of the Code.  To the extent payments
provided for under the Plan are made from any such trust, the Company shall not
have any further obligation to make such payments.  The establishment
and maintenance of any such trust shall not alter the nature of a Participant’s
Account under the Plan as unfunded and unsecured.

       

                8.8. Change
in Control; Merger or Other Reorganization

       

      The
Company may assign its obligations under this Plan to a successor, whether by
merger, consolidation, asset sale or other business reorganization or
transaction (“Business Transaction”).  The obligations also may
transfer to a successor in a Business Transaction by operation of
law.  The transfer of a Participant to a successor in connection with
a Business Transaction shall not result in the Participant being treated as
terminating employment or ceasing to be an employee, if the Company assigns its
obligations under this Plan to the successor or if the obligations are assigned
by operation of law.  Thereafter, this Plan shall be binding upon and
shall inure to the benefit of any successor of the Company, resulting from the
Business Transaction.  Alternatively, in the case of a Business
Transaction that is a Change in Control, the Company may determine to terminate
the Plan and distribute all benefits as soon as reasonably practicable
thereafter, provided the termination and distribution comply with the
requirements of Section 409A of the Code.


      
        
          
             

             

          

           


        

        
           


          
            
 

        

        
           


        

      


       

       

                8.9. Miscellaneous

       

      (a)           Construction

       

      Unless
the contrary is plainly required by the context, wherever any words are used
herein in the masculine gender, they shall be construed as though they were also
used in the female gender, and vice versa, and wherever any words are used
herein in the singular form, they shall be construed as though they were also
used in the plural form, and vice versa.  Furthermore, the terms of
this Plan shall be construed in accordance with Section 409A of the Code so as
to avoid the imposition of the penalty tax under Section 409A, and, in the event
of any inconsistency between the Plan and Section 409A of the Code, Section 409A
shall control.

       

      (b)           Severability

       

      If any
provision of the Plan is held illegal or invalid for any reason, such illegality
or invalidity shall not affect the remaining parts of the Plan, and the Plan
shall be construed and enforced as if such illegal or invalid provision had
never been included in it.

       

      (c)           Titles
and Headings Not to Control

       

      The
titles to Articles and the headings of Sections in the Plan are for convenience
of reference only, and in the event of any conflict, the text of the Plan,
rather than the titles or headings, shall control.

       

      (d)           Complete
Statement of Plan

       

      This
document is a complete statement of the Plan.  The Plan may be
amended, modified or terminated only in writing and then only as provided
herein.

       

      8.10. Governing
Law

       

      The Plan
shall be governed by ERISA, and to the extent not preempted by ERISA, the laws
of the State of California without regard to its choice of law
provisions.

       

      ARTICLE
9

      DEFINITIONS

       

      In addition to those
definitions set forth in Article 1 or otherwise in the text of this Plan, the
following terms shall have the meaning assigned below in this Article
9:

       

      9.1. “Account”
means the book entry account established under the Plan for a Participant in
which shall be reflected all Company Matching Contributions and Company
Supplemental Contributions and allocable returns and losses under Article 4 of
the Plan.


      
        
          
             

             

          

           


        

        
           


          
            
 

        

        
           


        

      


      9.2. “Affiliate”
means any entity which is part of the same "controlled group" as the
Company, as determined under Sections 414(b) or (c) of the Code.  An
entity shall be treated as an Affiliate only while a member of the controlled
group that includes the Company.

       

      9.3. “Beneficiary”
means the person or persons designated by the Participant to receive
payment of the amounts provided in the Plan in the event of his
death.  Each Beneficiary designation:  (i) shall be made on
a form filed in the manner prescribed by the Plan Administrator, (ii) shall be
effective when, and only if made and filed in such manner during the
Participant's lifetime, and (iii) upon such filing, shall automatically revoke
all previous Beneficiary designations.

       

      9.4. “Board”
means the Board of Directors of the Company.

       

      9.5. “Bonus”
means the Executive’s annual incentive payment, if any.  The
term “Bonus” excludes any payment in respect of a long-term incentive or a
special or retention bonus.  For 2009, Bonuses recognized under this
Plan include any Bonus paid on or after January 1, 2009 through December 31,
2009, even if paid prior to the Effective Date of the Plan.

       

      9.6. “Change
in Control” means the
occurrence of any of the following: (i) the sale, lease, conveyance or other
disposition of all or substantially all of the Company's assets to any "person"
(as such term is used in Section 13(d) of the Securities Exchange Act of 1934,
as amended), entity or group of persons acting in concert; (ii) any "person" or
group of persons (other than any member of the McClatchy family or any entity or
group controlled by one or more members of the McClatchy family) becoming the
"beneficial owner" (as defined in Rule 13d-3 under said Act), directly or
indirectly, of securities of the Company representing 50% or more of the total
voting power represented by the Company's then outstanding voting securities;
(iii) a merger or consolidation of the Company with any other corporation, other
than a merger or consolidation that would result in the voting securities of the
Company outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity or its controlling entity) at least 50% of the total voting
power represented by the voting securities of the Company or such surviving
entity (or its controlling entity) outstanding immediately after such merger or
consolidation; (iv) a contest for the election or removal of members of the
Board that results in the removal from the Board of at least 50% of the
incumbent members of the Board, or (v) the occurrence of a "Rule 13e-3
transaction" as such term is defined in Rule 13e-3 promulgated under the
Securities Exchange Act of 1934, as amended, or any similar successor
rule.

       

      9.7. “Code”
means the Internal Revenue Code of 1986, as amended.

       

      9.8. “Committee”
means the Compensation Committee of the Board.

       

      9.9. “Company”
means The McClatchy Company.


      
        
          
             

             

          

           


        

        
           


          
            
 

        

        
           


        

      


       

      9.10. “Company
Matching Contribution” means, with respect to each calendar year, the
Company contribution to a Participant’s Account equal to the rate of matching
contribution applied under the 401(k) Plan for such calendar year multiplied by
the Participant’s Bonus for the calendar year.

       

      9.11. “Company
Supplemental Contribution” means, with respect to each calendar year, the
Company contribution to a Participant’s Account equal to the supplemental
contribution percentage applied under the 401(k) Plan for such year, if any,
multiplied by the Participant’s Bonus for the calendar year.

       

      9.12. “Disability”
means a termination of employment as a result of the fact that the Participant
is unable to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment which can reasonably be
expected to result in death or can be expected to last for a continuous period
of at least twelve (12) months.

       

      9.13. “ERISA”
means the Employee Retirement Income Security Act of l974, as
amended.

       

      9.14. “Investment
Indices” means the investment measures selected by the Company for use
under the Plan, as set forth in Supplement B.  The Plan
Administrator shall select the initial Investment Indices under the Plan, and
may in its sole discretion and from time to time replace or otherwise modify the
Investment Indices used under the Plan.

       

      9.15. “Plan
Administrator” means the Company.

       

      9.16. “Separation
from Service” means termination of a Participant’s employment with the
Company and its Affiliates by reason of death, retirement, Disability,
resignation or discharge; provided, further, that such termination would
constitute a “separation from service” within the meaning of Treasury
Regulations section 1.409A-1(h) or any amendment or successor thereto in
accordance with the default rules thereunder.  Accordingly, a
Participant shall be
considered to have experienced a termination of employment when the facts and
circumstances indicate that the Participant and the Company reasonably
anticipate that either (i) no further services will be performed for the Company
and its Affiliates after a certain date, or (ii) that the level of bona fide
services the Participant will perform for the Company and its Affiliates after
such date will permanently decrease to no more than 20% of the average level of
bona fide services performed by Participant over the immediately preceding
36-month period.  If a Participant is on military leave, sick leave,
or other bona fide leave of absence, the employment relationship between the
Participant and the Company or an Affiliate shall be treated as continuing
intact, provided that the period of such leave does not exceed 6 months, or if
longer, so long as the Participant retains a right to reemployment with the
Company or an Affiliate under an applicable statute or by
contract.

       

      9.17. “Termination
Date” means the date the Participant has a Separation from
Service.

       

      9.18. “Unforeseeable
Emergency” means one or more of the following
events:  (a) a sudden and unexpected illness or accident of the
Participant or a dependent (as defined in Section 152(a) of the Code) of
the Participant; (b) a loss of the Participant’s property due to casualty;
or (c) other similar and extraordinary and unforeseeable circumstances
arising as a result of events beyond the control of the Participant, as
determined by the Plan Administrator.

       

      9.19. “Valuation
Date” means the date or dates as of which Accounts are valued, as set
forth in Section 4.3.

       

      9.20. “Years
of Vesting Service” means, with respect to a Participant, the number of
years credited to the Participant for vesting purposes under the 401(k)
Plan.

       

      9.21. “401(k)
Plan” means The McClatchy Company Deferred Compensation and Investment
Plan as in effect on December 31, 2009, or any successor thereto, as such plan
may later be amended from time to time.

       

      *           *           *           *           *

       

      To
reflect the adoption of this Plan by the Committee, effective as of February 4,
2009, the authorized officer hereby executes this Plan document on behalf of the
Company.

       

       

       

       

       

      By:      
/s/ Heather Fagundes

      Name: 
Heather Fagundes

      Title:    
Vice President, Human Resources