mni8k09exh10-1.htm


    
Exhibit 10.1


       

       

       

      THE
McCLATCHY COMPANY

      2004
STOCK INCENTIVE PLAN

      RESTRICTED
STOCK UNIT AGREEMENT

       

       

      THIS
AGREEMENT, entered into as of [__________], 2009 (“the Grant Date”), and between
THE McCLATCHY COMPANY, a Delaware corporation (the "Company") and [Executive] (the
“Grantee"),

      


      W I T N E S S E T
H:

      


      WHEREAS,
the Board of Directors of the Company has established THE McCLATCHY COMPANY 2004 STOCK
INCENTIVE PLAN (the “Plan”) in order to provide selected employees of the
Company and its Subsidiaries with an opportunity to acquire shares of the
Company's Class A Common Stock (“Stock”); and

      


      WHEREAS,
the Committee has determined that it would be in the best interests of the
Company and its shareholders to grant the Restricted Stock Units described in
this Agreement to the Grantee as an inducement to enter into or remain in the
service of the Company and as an incentive for extraordinary efforts during such
service:

      


      NOW,
THEREFORE, it is agreed as follows:

      


      SECTION
1. GRANT OF
RESTRICTED STOCK UNITS.

      


      (a)           Grant.  The
Company hereby grants to the Grantee an award of [number] Stock Units, each
such unit representing a share of Stock, subject to the terms and conditions
stated below.

      


      (b)           Stock
Incentive Plan.  The Restricted Stock Units under this
Agreement are granted pursuant to the Plan, a copy of which the Grantee
acknowledges having received and read.  The provisions of the Plan are
incorporated into this Agreement by reference.

      


      SECTION 2.  NO
TRANSFER OR ASSIGNMENT OF RESTRICTED STOCK UNITS.

      


      To the
extent not yet settled, the Restricted Stock Units granted hereunder and the
rights and privileges conferred hereby shall not be transferred, assigned,
pledged or hypothecated in any way (whether by operation of law or otherwise)
and shall not be subject to sale under execution, attachment or similar
process.  Upon any attempt to transfer, assign, pledge, hypothecate or
otherwise dispose of the Restricted Stock Units, or of any right or privilege
conferred hereby, contrary to the provisions hereof, or upon any attempted sale
under any execution, attachment or similar process upon the rights and
privileges conferred hereby, the Restricted Stock Units and the rights and
privileges conferred hereby shall immediately become null and
void.


      
        
           


        

        
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      SECTION
3.  VESTING AND FORFEITURE.

      


      (a)           Vesting.  So
long as Grantee remains in Service on March 1, 2012 (the “Vesting Date”), this
Restricted Stock Units grant shall become fully vested.

      


      (b)           Acceleration
Upon Termination Without Cause, Resignation for Good Reason or in the Event of
Death or Disability.  Notwithstanding any contrary provision of
the Plan or this Agreement, the Restricted Stock Units awarded under this
Agreement shall become fully vested in the event prior to the Vesting Date the
Grantee is involuntarily terminated by the Company without Cause, resigns from
the Company for Good Reason or terminates employment with the Company on account
of death or Disability.

      


      (i)           Cause.  For
purposes of this Agreement, “Cause” shall mean (A) a willful failure by the
Grantee to substantially perform the duties of his or her position with the
Company, other than a failure resulting from the Grantee’s complete or partial
incapacity due to physical or mental illness or impairment, or (B) a willful act
by the Grantee which constitutes gross misconduct and which is materially
injurious to the Company.  No act, or failure to act, by the Grantee
shall be considered “willful” unless committed without a reasonable belief that
the act or omission was in the Company’s best interest.

      


       

      (ii)           Good
Reason.  For purposes of this Agreement, “Good Reason” means
the occurrence of any of the following circumstances, without the Grantee’s
express written consent, unless, if correctable, such circumstances are fully
corrected within 30 days of the notice of
termination given in respect thereof:  (A) a material diminution in
employee’s base compensation; (B) a material diminution in Grantee’s authority,
duties, or responsibilities; (C) a material diminution in the budget over which
Grantee retains authority; (D) a change in the geographic location at which
Grantee must perform the duties from Sacramento, California; provided further
that a resignation shall not be considered to have been on account of Good
Reason unless the Grantee provides the Company not less than 60 days’ advance
notice in writing within 90 days of the initial occurrence of the condition that
is the basis for such Good Reason and the Company does not correct the condition
in the time frame described above.

       

      (iii)           Disability.  For
purposes of this Agreement, “Disability” means that the Executive is unable to
engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which has lasted, or can be expected
to last, for a continuous period of not less than six months or which can be
expected to result in death.

      


      (c)           Acceleration
upon Change of Control.  Notwithstanding any contrary provision
of the Plan or this Agreement, upon a Change of Control while the Grantee
remains in Service and prior to the Vesting Date, the Grantee immediately shall
become fully vested in the Restricted Stock Units under this
Agreement.

      


      (d)           Forfeiture.  If
the Grantee has not remained in continuous Service to the Company on the Vesting
Date, and vesting has not otherwise been accelerated as provided in this Section
3, the Grantee shall forfeit all of the Restricted Stock Units awarded under
this Agreement.

      



      
        
           


        

        
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      SECTION
4.  STOCKHOLDER RIGHTS.

      


      The
Grantee will have no rights as a stockholder unless and until the Grantee
becomes vested, thereby becoming the holder of record of shares of Stock upon
delivery of the Stock.  In accordance therewith, the Grantee shall not
be credited with Dividend Equivalents on the Restricted Stock Units to the
extent of dividends issued on Stock.

      


      SECTION
5.  SETTLEMENT OF RESTRICTED STOCK UNITS.

      


      


      (a)           DELIVERY
OF STOCK.  In the event the Grantee becomes fully vested in the
Restricted Stock Units under this Agreement, the Restricted Stock Units shall be
settled by delivery of Stock in respect of each Stock Unit, and except as
required below in paragraph (b), the Vesting Date shall be the record date of
Grantee’s ownership of the Stock.  Any fractional shares shall be
delivered in cash.  The certificates for the Stock so delivered may be
recorded use of the book-entry method of recording share issuance and
dividends.

      


      (b)           DELAYED
DELIVERY. Delivery of Stock shall be delayed to the extent the Committee
reasonably anticipates that making payment would violate Federal securities laws
or other applicable law, in which case the Stock shall instead be delivered at
the earliest date at which the Committee reasonably anticipates that undertaking
the delivery will not give rise to the violation just described.

      


      SECTION
6.  LEGALITY OF INITIAL ISSUANCE.

      


      No Stock
shall be issued upon the vesting of this award unless and until the Company has
determined that:

      


      (a)           It
and the Grantee have taken any actions required to register the Stock under the
Securities Act or to perfect an exemption from the registration requirements
thereof;

      


      (b)           Any
applicable listing requirement of any stock exchange on which Stock is listed
has been satisfied; and

      


      (c)           Any
other applicable provision of state or federal law has been
satisfied.

      


      SECTION 7.  NO
REGISTRATION RIGHTS.

      


      The
Company may, but shall not be obligated to, register or qualify the sale of
Stock under the Securities Act or any other applicable law.  The
Company shall not be obligated to take any affirmative action in order to cause
the sale of Stock under this Agreement to comply with any law.

      


      SECTION
8.  RESTRICTIONS ON TRANSFER OF STOCK.

      


      Regardless
of whether the offering and sale of Stock under the Plan have been registered
under the Securities Act or have been registered or qualified under the
securities laws of any state, the Company may impose restrictions upon the sale,
pledge or other transfer of such Stock (including the placement of appropriate
legends on stock certificates) if, in the judgment of the Company and its
counsel, such restrictions are necessary or desirable in order to achieve
compliance with the provisions of the Securities Act, the securities laws of any
state or any other law.


      
        
           


        

        
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      SECTION
9.  ADJUSTMENT OF STOCK.

      


      (a)           General.  If
the number of outstanding shares of common stock is increased or decreased or
the shares of common stock are changed into or exchanged for a different number
or kind of Stock or other securities of the Company on account of any
recapitalization, reclassification, stock split, reverse split, combination of
Stock, exchange of Stock, stock dividend or other distribution payable in
capital stock, or other increase or decrease in such Stock effected without
receipt of consideration by the Company occurring after the Restricted Stock
Units were granted, the Committee shall make appropriate adjustments in the
number of shares of Stock Units covered by this Grant.

      


      (b)           Reorganization.  In
the event that the Company is a party to a merger or other reorganization, this
grant shall be subject to the agreement of merger or
reorganization.  Such agreement may provide, without limitation, for
the assumption of this grant by the surviving corporation or its parent, for its
continuation by the Company (if the Company is a surviving corporation) or for
settlement in cash.

      


      (c)           Reservation
of Rights.  Except as provided in this Section 9, the Grantee
shall have no rights by reason of any subdivision or consolidation of shares of
Stock of any class, the payment of any stock dividend or any other increase or
decrease in the number of shares of Stock of any class.  Any issue by
the Company of shares of Stock of any class, or securities convertible into
shares of Stock of any class, shall not affect, and no adjustment by reason
thereof shall be made with respect to, the number of Stock Units subject to this
grant.  The award of this grant shall not affect in any way the right
or power of the Company to make adjustments, reclassifications, reorganizations
or changes of its capital or business structure, to merge or consolidate or to
dissolve, liquidate, sell or transfer all or any part of its business or
assets.

      


      SECTION
10.  MISCELLANEOUS PROVISIONS.

      


      (a)           Withholding
Taxes.  In the event that the Company determines that it is
required to withhold foreign, federal, state or local tax as a result of the
vesting of Stock Units and delivery of Stock pursuant to this Agreement, the
Grantee, as a condition to the vesting of the Stock Units, shall make
arrangements satisfactory to the Company to enable it to satisfy all withholding
requirements.  Satisfactory arrangements shall include share
withholding and delivery of previously owned Stock acquired pursuant to this
Agreement in an amount equal to the withholding or other taxes due.

      


      (b)           No
Employment Rights.  Nothing in this Agreement shall be
construed as giving the Grantee the right to be retained as an
Employee.  The Company reserves the right to terminate the Grantee’s
service at any time and for any reason.

      


      (c)           Notice.  Any
notice required by the terms of this Agreement shall be given in writing and
shall be deemed effective upon personal delivery or upon deposit with the United
States Postal Service, by registered or certified mail with postage and fees
prepaid and addressed to the party entitled to such notice at the address shown
below such party's signature on this Agreement, or at such other address as such
party may designate by 10 days' advance written notice to the other party to
this Agreement.

      


      (d)           Consent
to Electronic Delivery.  The Company may choose to deliver
certain statutory materials relating to the Plan in electronic
form.  By accepting this grant, Grantee agrees that the Company may
deliver the Plan prospectus and the Company’s annual report to the Grantee in
electronic format.  If at any time the Grantee prefers to receive
paper copies of such documents, as the Grantee is entitled to, the Company will
provide copies.  Request for paper copies of such documents may be
made to the Secretary of the Company at 916-321-1828 or
kmorgan-prager@mcclatchy.com.


      
        
           


        

        
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      (e)           Entire
Agreement.  This Agreement and the Plan constitute the entire
contract between the parties hereto with regard to the subject matter
hereof.

      


      (f)           Choice of
Law.  This Agreement shall be governed by, and construed in
accordance with, the laws of the State of California, as such laws are applied
to contracts entered into and performed in such State.

      


      



      
        
           


        

        
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      IN
WITNESS WHEREOF, the Company has caused this Agreement to be executed on its
behalf by its officer duly authorized to act on behalf of the Committee, and the
Grantee has personally executed this Agreement.

      


      THE
McCLATCHY COMPANY

      


      


      By       

      Secretary

      


      Company's
Address:

      


      2100 Q
Street

      Sacramento,
CA 95816

      


      Grantee

      


      


      By       

      


      


      Grantee's
Address:

      


      _________________________________

      _________________________________

      



      
        
           


        

        
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      EXHIBIT
A

       

      ASSIGNMENT SEPARATE FROM
CERTIFICATE

       

      FOR VALUE
RECEIVED, _____________hereby sells, assigns and transfers unto The McClatchy
Company, a Delaware corporation (the "Company"), ____________ (__________)
shares of common stock of the Company represented by Certificate No. ___
herewith and does hereby irrevocable constitute and appoint ______________
Attorney to transfer the said stock on the books of the Company with full power
of substitution in the premises.

       

      


       

      Dated:____________,
2010

       

      


       

      ­­­­­­­­­__________________________________________

       

                                                                                                    Print
Name

       

      


       

      ­­­­­­­­­__________________________________________

       

                                                                                                      Signature

      Spouse Consent (if
applicable)

       

      


       

      ___________________ (Purchaser's
spouse) indicates by the execution of this Assignment his or her consent to be
bound by the terms herein as to his or her interests, whether as community
property or otherwise, if any, in the shares of common stock of the
Company.

       

      


       

      ­­­­­­­­­__________________________________________

       

                                                                                                      Signature

       

      


      INSTRUCTIONS:  PLEASE
DO NOT FILL IN ANY BLANKS OTHER THAN THE SIGNATURE LINE.  THE PURPOSE
OF THIS ASSIGNMENT IS TO ENABLE THE COMPANY TO CANCEL UNVESTED STOCK AS SET
FORTH IN THE AGREEMENT WITHOUT REQUIRING ADDITIONAL SIGNATURES ON THE PART OF
PURCHASER.

       

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