Exhibit 10.1


 


THE NEW YORK TIMES
COMPANY


 


DEFERRED EXECUTIVE COMPENSATION PLAN


 


Effective July 1, 1994


 


 


	
   

  	
   

  	
  Amended January 1, 1999

  
	
   

  	
   

  	
  Amended December 8, 1999

  
	
   

  	
   

  	
  Amended Effective January 1, 2001

  
	
   

  	
   

  	
  Amended Effective July 1, 2002

  
	
   

  	
   

  	
  Amended
  Effective January 1, 2005

  



 





















 


ARTICLE I


 


Introduction


 


1.1                               Purpose
Of Plan


 


The
Employer has adopted the Plan set forth herein to provide a means by which
certain employees may elect to defer receipt of designated percentages or
amounts of their Compensation.


 


1.2                               Status Of Plan


 


The
Plan is intended to be “a plan which is unfunded and is maintained by an
employer primarily for the purpose of providing deferred compensation for a
select group of management or highly compensated employees” within the meaning
of Sections 201(2) and 301(a)(3) of ERISA, and shall be interpreted
and administered to the extent possible in a manner consistent with that
intent.  Effective for Elective Deferrals
made for Plan Year 2005 and thereafter, the Plan is intended to comply with the
requirements of Section 409A of the Code, and shall be interpreted and
administered to the extent possible in a manner consistent with that intent.


 


1.3                               History Of Plan


 


The
Plan was first effective on July 1, 1994.


 


Thereafter,
the Plan was amended effective January 1, 1999, to change the deferral
periods under the Plan and the method of distribution thereunder.


 


Effective December 8, 1999, the Plan was amended
to change the eligibility for participation in the Plan and the definition of
Compensation thereunder for years following 1999.  Effective December 8, 1999, The New York
Times Designated Employees Deferred Earnings Plan was merged into the Plan, as
amended.


 


Effective January 1, 2001, the Plan was amended
to provide that only 85% of a Participant’s bonus may be deferred thereunder.


 


Effective January 1, 2001, the Plan was amended
to further change the deferral periods and methods of benefit distribution
thereunder.


 


Effective January 1, 2001, the Affiliated
Publications, Inc. Deferment Plan for Key Executives (the “BG Plan”) was
merged into the Plan and each participant account in the BG Plan was
transferred into this Plan.


 


Effective July 1, 2002, the Plan was amended to
further change the methods of benefit distribution thereunder.


 


2





















 


Effective January 1, 2005, the Plan was amended
to comply with the requirements of Section 409A of the Code.


 


3





















 


ARTICLE II


 


Definitions


 


Wherever used herein, the
following terms have the meanings set forth below, unless a different meaning
is clearly required by the context:


 


2.1                               Account
means, for each Participant, the account established for his or her benefit
under Section 5.1.  Such Account
shall include both salary and bonus deferrals. 
Effective January 1, 2001, an Account shall include the amounts, if
any, transferred from the BG Plan to this Plan.


 


2.2                               Change
Of Control means the occurrence of any of the events described in
paragraphs (a), (b) or (c) below involving the Company:


 


(a)                      Change in ownership of the Company.   A change in the ownership of the Company
shall be deemed to occur on the date that any one person, or more than one
person acting as a group (as described in paragraph (d) below), acquires
ownership of the stock of the Company (“Company Stock”) that, together with
stock already held by such person or group, constitutes more than 50% of the
total fair market value of the outstanding Company Stock or that has the
ability to elect more than 50% of the Company’s board of directors; except,
however, that if any one person or group already holds Company stock that
constitutes more than 50% of the total fair market value of the outstanding
Company Stock or that has the ability to elect more than 50% of the Company’s
board of directors, the acquisition of additional Company Stock by such person
or group shall not be deemed to cause a change in ownership of the Company (or
a change in effective control of the Company, within the meaning of paragraph (b) below).  For purposes of this paragraph (a), an
increase in the percentage of Company Stock owned by any one person or group
resulting from a transaction in which the Company acquires its Company Stock in
exchange for property shall be deemed to be an acquisition of additional
Company Stock.


 


(b)                     Change in effective control of the Company.   A change in the effective control of the
Company shall be deemed to occur on the date that a majority of the members of
the Company’s board of directors is replaced during any 12-month period by
directors whose appointment or election is not endorsed by a majority of the
member’s of the Company’s board of directors prior to the date of the
appointment or election.


 


(c)                      Change in ownership of a substantial portion of the
assets of the Company.  A
change in ownership of a substantial portion of the assets of the Company and
its subsidiaries (“Company Assets”) shall be deemed to occur on the date that
any one person, or more than one person acting as a group (as described in
paragraph (d) below), acquires (or has acquired during the 12-month period
ending on the date of the most recent acquisition by such person or group)
Company Assets that have a total gross fair market value equal to or exceeding
40% of the total gross fair market 


 


4





















 


value
of all of the Company Assets immediately preceding such acquisition or
acquisitions, where the total fair market value of the Company Assets and the
assets being disposed of are determined without regard to any liabilities
associated with such assets; except, however, that, for purposes of the Plan, a
change in ownership of a substantial portion of the Company Assets shall not be
deemed to have occurred in connection with the transfer of the Company Assets
to any following entities:


 


(i)                         An
entity that was a shareholder of the Company immediately prior to the transfer
provided that such transfer is in exchange for, or with respect to, the entity’s
Company Stock;


 


(ii)                      An
entity whose total value or voting power immediately after the transfer is at
least 50% owned, directly or indirectly, by the Company;


 


(iii)                   A
person or group that, immediately after the transfer, directly or indirectly
owns at least 50% of the total value or voting power of the outstanding Company
Stock; or


 


(iv)                  An
entity whose total value or voting power immediately after the transfer is at
least 50% owned, directly or indirectly, by a person described in paragraph (c)(iii) above.


 


(d)                     Persons acting as a group.    For purposes of this Section 2.2,
persons will not be considered to be acting as a group solely because they
purchase or own Company Stock or Company Assets at the same time, or as the
result of the same public offering. 
Persons will be considered acting as a group, however, if they are
owners of a corporation that enters into a merger, consolidation, purchase or
acquisition of Company Stock or Company Assets, or a similar business
transaction with the Company.


 


(e)                      Attribution of stock ownership.  In determining Company Stock ownership for
purposes of this Section 2.2, the attribution rules of Code section 318(a) shall
apply.  Company Stock underlying a vested
stock option shall be deemed to be owned by the individual who holds the vested
option; except, however, that a vested option exercisable for Company Stock
that is not substantially vested shall not be deemed to be owned by the
individual who holds such vested option. 
Company Stock underlying an unvested option shall not be deemed to be
owned by the individual who holds the unvested option.


 


2.3                               Code
means the Internal Revenue Code of 1986, as amended from time to time.
Reference to any section or subsection of the Code includes reference
to any comparable or succeeding provisions of any legislation which amends,
supplements or replaces such section or subsection.


 


2.4                               Company
means The New York Times Company.


 


2.5                               Compensation
means the annual bonus, amounts paid under The Advertising and Circulation
Sales Incentive Plan, the Long-Term Performance Awards under The New 


 


5





















 


York
Times Company 1991 Executive Cash Bonus Plan and 1991 Executive Stock Incentive
Plan, any Discretionary Bonuses and the base salary (including bonuses in lieu
of salary increases) of a Participant.  The
ERISA Management Committee, in its sole discretion, shall designate from time
to time the maximum percentage of each component of Compensation that can be
deferred under the Plan.  Such
designation shall be listed in Appendix A. 
For purposes of the Plan, Compensation shall be determined before giving
effect to Elective Deferrals and other salary reduction amounts which are not
included in the Participant’s gross income under Code Sections 125, 401(k), 402(h) or
403(b).


 


2.6                               Discretionary
Bonus means a bonus that brings a Participant’s Compensation over the
deductible amount stated in Section 162 (m) of the Code.


 


2.7                               Effective
Date means July 1, 1994.


 


2.8                               Election
Form means the participation election form as approved and prescribed
by the Plan Administrator.


 


2.9                               Elective
Deferral means the portion of Compensation that is deferred by a
Participant under Article IV.


 


2.10                        Eligible
Employee means, for the Plan Year 2000 and Plan Years thereafter, each
employee of the Employer whose annual base salary on October 1 of the year
prior to the year for which such employee defers any Compensation under the
Plan is at least $110,000, who is not covered under a collective bargaining
agreement, who is not eligible to participate in any other non-qualified
deferred compensation plan sponsored by the Employer and/or its subsidiaries
and affiliates while deferring Compensation under this Plan, and who consents
to the purchase of Corporate Owned Life Insurance by the Employer.  The $110,000 minimum annual base salary shall
be adjusted by the ERISA Management Committee from time to time at its sole
discretion and without the need for an amendment to the Plan.  An employee who participated in this Plan or
The New York Times Designated Employees Deferred Earnings Plan prior to 2000,
and who no longer meets the definition of an Eligible Employee, shall continue
to be an Eligible Employee hereunder.


 


2.11                        Employer
means The New York Times Company, any successor to all or a major portion of
the Employer’s assets or business which assumes the obligations of the
Employer, and each other entity that is affiliated with the Employer whose
employees, with the consent of the Company, are eligible, as provided under Section 2.8,
to participate in the Plan.


 


2.12                        ERISA
means the Employee Retirement Income Security Act of 1974, as amended from time
to time.  Reference to any section or
subsection of ERISA includes reference to any comparable or succeeding
provisions of any legislation that amends, supplements or replaces such section or
subsection.


 


6





















 


2.13                        ERISA
Management Committee means a committee appointed by the Compensation
Committee of the Board of Directors of the Company.


 


2.14                        Insolvency
means either (i) the Company is unable to pay its debts as they become
due, or (ii) the Company is subject to a pending proceeding as a debtor
under the United States Bankruptcy Code.


 


2.15                        Participant
means any Eligible Employee who participates in the Plan in accordance with Article III.  Effective January 1, 2001, a Participant
also means a former participant of the Affiliated Publications, Inc.
Deferment Plan for Key Executives whose account under the that plan has been
transferred into this Plan.


 


2.16                        Plan
means The New York Times Company Deferred Executive Compensation Plan and all
amendments thereto.


 


2.17                        Plan
Administrator means the person, persons or entity designated by the
Employer under Article VIII to oversee the administration of the Plan. If
no such person or entity is so serving at any time, the Employer shall be the
Plan Administrator.


 


2.18                        Plan
Year means the 12-month period beginning on January 1 and ending on December 31
of each year, except for the first plan year which begins on July 1, 1994,
and ends on December 31, 1994.


 


2.19                        Recordkeeper
means the person(s) or entity appointed or hired by the ERISA Management
Committee under Section 8.1.


 


2.20                        Total
and Permanent Disability means the inability of a Participant to engage in
any substantial gainful activity by reason of any medically determinable
physical or mental impairment which can be expected to result in death or which
has lasted or can be expected to last for a continuous period of not less than
12 months, and the permanence and degree of which shall be supported by medical
evidence satisfactory to the Plan Administrator.


 


2.21                        Trust
means the trust established by the Employer that identifies the Plan as a plan
with respect to which assets are to be held by the Trustee.  Plan assets in the trust are subject to the
general creditors of the Company in the event of bankruptcy or Insolvency.


 


2.22                        Trustee
means the trustee or trustees under the Trust.


 


2.23                        Valuation
Option means the performance of the investment funds listed in Appendix B
of the Plan.


 


7





















 


ARTICLE III


 


Participation


 


3.1                               Commencement Of Participation


 


Any Eligible Employee who
elects to defer part of his or her Compensation in accordance with Article IV
shall become a Participant in the Plan as of the date such deferrals commence
in accordance with such Article.


 


3.2                               Continued
Participation


 


A
Participant in the Plan shall continue to be a Participant so long as any
amount remains credited to his or her Account. 
However, future deferrals under the Plan may be made only if such
Participant continues to be an Eligible Employee under the Plan.


 


8





















 


ARTICLE IV


 


Elective Deferrals


 


4.1                               Elective
Deferrals


 


Except as provided in
Appendix A, an individual who is an Eligible Employee on the Effective Date
may, by completing an Election Form and filing it with the Plan
Administrator or his designee by the end of the first month following the
Effective Date, elect to defer the receipt of a portion of one or more payments
of Compensation for a period of at least three Plan Years and on such terms as
the ERISA Management Committee may permit. 
Thereafter, any Eligible Employee may elect to defer the receipt of a
percentage or dollar amount of one or more payments of Compensation for a period
of a least three Plan Years and on such terms as the ERISA Management Committee
may permit, commencing with Compensation paid in the next succeeding Plan Year,
by completing an Election Form during the annual enrollment period for the
Plan as determined by the Plan Administrator.


 


Except as provided in
Appendix A, effective January 1, 1999, with respect to Elective Deferrals
made for the Plan Years 1999 and 2000, deferrals will mature at the end of a
three-year cycle.  An individual who is
an Eligible Employee may elect to defer the receipt of a portion of one or more
payments of Compensation during the first year of the deferral cycle for a
period of three Plan Years and on such terms as the ERISA Management Committee
may permit; an individual who is an Eligible Employee may elect to defer the
receipt of a portion of one or more payments of Compensation during the second
year of the deferral cycle for a period of two Plan Years and on such terms as
the ERISA Management Committee may permit; and an individual who is an Eligible
Employee may elect to defer the receipt of a portion of one or more payments of
Compensation during the last year of a deferral cycle for a period of one Plan
Year and on such terms as the ERISA Management Committee may permit.  All deferrals made during a three-year cycle
will mature at the end of the third Plan Year in that cycle.  A new three-year cycle will commence after
the expiration of each three-year cycle.


 


Except as provided in
Appendix A, effective January 1, 2001, with respect to Elective Deferrals
made for the Plan Years 2001 through 2004, deferrals will mature in a four-year
cycle.  An individual who is an Eligible
Employee may elect to defer the receipt of a portion of one or more payments of
Compensation during the first year of the deferral cycle for a period of four
Plan Years and on such terms as the ERISA Management Committee may permit; an
individual who is an Eligible Employee may elect to defer the receipt of a
portion of one or more payments of Compensation during the second year of the
deferral cycle for a period of three Plan Years and on such terms as the ERISA
Management Committee may permit; and an individual who is an Eligible Employee
may elect to defer the receipt of a portion of one or more payments of
Compensation during the third year of a deferral cycle for a period of two Plan
Years and on such terms as the ERISA Management Committee may permit.  All deferrals made during a four-year cycle 


 


9





















 


will mature at the end of
the second Plan Year that is after the end of the last deferral in that cycle.


 


Except as provided in
Appendix A, effective January 1, 2005, with respect to Elective Deferrals
for Plan Year 2005 and thereafter, an Eligible Employee may elect to defer, on
such terms as the ERISA Management Committee may permit, the receipt of a
percentage of Compensation earned during the next succeeding Plan Year for a
minimum deferral period of a two Plan Years and a maximum deferral period of 15
Plan Years after the Plan Year in which the Compensation was earned, by
completing an Election Form during the annual enrollment period for such
Plan Year, as determined by the Plan Administrator.  Except as provided in the next sentence, the
annual enrollment period for a Plan Year must end no later than December 31
of the prior Plan Year.  Notwithstanding
the foregoing, (i) the annual enrollment period for Plan Year 2005 may end
no later than March 15, 2005, (ii) the annual enrollment period for
an individual who first becomes an Eligible Employee during a Plan Year may end
no later than 30 days after the date the individual became an Eligible
Employee, and (iii) the annual enrollment period for deferrals of
Long-Term Performance Awards under The New York Times Company 1991 Executive
Cash Bonus Plan and 1991 Executive Stock Incentive Plan may end no later than
six months prior to the end of the applicable performance cycle; provided,
however, that in the case of (i) and (ii) above, any Elective
Deferral made after the start of a Plan Year may pertain only to Compensation
that has not already been paid or become payable as of the date the deferral
election is made, as determined in accordance with the requirements of Section 409A
of the Code, and in the case of (iii) above, as of the date the deferral
election is made the Long Term Performance Award being deferred is not
substantially certain to be paid and the amount of the Award is not readily
ascertainable.


 


It is expressly
understood that accounts transferred from the BG Plan into this Plan shall be
treated as if deferred during 2001 and the deferral period for such accounts
shall expire at the same time all other deferrals made during 2001 expire.


 


No Participant may defer
more than the portion of his or her Compensation designated by the ERISA
Management Committee in Appendix A.  A
Participant’s Compensation shall be reduced in accordance with the Participant’s
election hereunder and amounts deferred hereunder shall be paid by the Employer
to the Trust as soon as administratively feasible and credited to the
Participant’s Account as of the date the amounts are received by the Trustee.


 


4.2                               Investment
Election


 


An individual who is an
Eligible Employee and elects to defer Compensation under this Plan shall elect to
have his or her Account valued based on the Valuation Option represented by the
performance of one or more of the investment funds listed in Appendix B of the
Plan. Such Appendix B may be amended at any time by an action of the ERISA
Management Committee. If a Participant does not elect a Valuation Option for
his or her Account, the Account shall be valued based on the Valuation Option 


 


10





















 


represented by the
performance of Fund A.  A Participant may
change his or her selection of Valuation Options on any date.


 


11





















 


ARTICLE V


 


Accounts


 


5.1                               Accounts


 


The Plan Administrator
and/or the Recordkeeper shall establish an Account for each Participant
reflecting his or her Elective Deferrals made for the Participant’s benefit
together with any adjustments for income, gain or loss and any payments from
the Account.  The Plan Administrator
and/or the Recordkeeper shall establish sub-accounts for each Participant that
has more than one election in effect under Section 7.1 and such other
sub-accounts as are necessary for the proper administration of the Plan. As of
the last business day of each calendar quarter, the Plan Administrator shall
provide, or cause to be provided, the Participant with a statement of his or
her Account reflecting the income, gains and losses (realized and unrealized),
amounts of deferrals, fund transfers and distributions of such Account since
the prior statement.


 


Effective January 1,
2001, a Participant’s Account shall include the amount transferred from the BG
Plan to this Plan.


 


5.2                               Investments


 


The assets of the Trust
shall be invested in such investments as the Trustee shall determine. The
Trustee may (but is not required to) consider the Employer’s or a Participant’s
investment preferences when investing the assets attributable to a Participant’s
Account.


 


12





















 


ARTICLE VI


 


Vesting


 


6.1                               Vesting


 


A
Participant shall be immediately vested in, i.e., shall
have a nonforfeitable right to, all Elective Deferrals, and all income and gain
attributable thereto, credited to his or her Account.


 


13





















 


ARTICLE VII


 


Payments


 


7.1                               Election
As To Form Of Payment


 


Except as otherwise provided herein, payments to Participants shall be
made in annual installments over a period of 10 years commencing between January 2
and March 15 immediately following the end of each deferral period. The
amount of each installment payment will equal the balance of a Participant’s
Account immediately prior to the installment payment divided by the number of
installment payments remaining to be made.


 


The above
notwithstanding, for Elective Deferrals for Plan Years prior to the 2005 Plan
Year, a Participant may elect in writing to receive the value of his or her
Account in one lump sum, in annual installments over a period of five years, or
in annual installments over a period of fifteen years, so long as such election
is made at least 13 months prior to the end of the deferral period.  Additionally, effective January 1, 1999,
a Participant may elect in writing to receive the value of his or her account
in a partial lump sum where the Participant may choose the percent of an
expiring deferral to be paid in a lump sum with the balance in annual
installments over the remainder of the 5, 10 or 15 year-installment period;
provided, however, that such election is made at least 13 months prior to the
end of the deferral period.


 


Effective January 1,
1999, (i) for Elective Deferrals made for Plan Years 1999 through 2004,
and (ii) for Elective Deferrals made prior to January 1, 1999 which
are subject to a Participant’s election after January 1, 1999 to renew the
deferral, a Participant’s election as to the form of payment as set forth in
this Section 7.1 shall apply to the Participant’s entire Account.  If the Participant begins to receive
distributions of his or her Account pursuant to this Section 7.l, a
subsequent election to defer additional Compensation shall be subject to a new
election under this Section 7.1 and shall not affect the payment stream
established by the prior distribution election.


 


Effective January 1,
2001, (i) for Elective Deferrals made for Plan Years 2001 through 2004,
and (ii) for Elective Deferrals made prior to January 1, 2001 which
are subject to a Participant’s election after January 1, 2001 to renew the
deferral, a Participant may elect to receive a lump sum payment of a portion of
his/her Account and renew the deferral of the of rest such Account.  If the Participant begins to receive
distributions of his or her Account pursuant to this Section 7.l, a
subsequent election to defer additional Compensation shall be subject to a new
election under this Section 7.1 and shall not affect the payment stream
established by the prior distribution election.


 


Effective July 1,
2002, (i) for Elective Deferrals made for Plan Years 2002 through 2004,
and (ii) for Elective Deferrals made for Plan Years prior to 2002 which
are subject to a Participant’s election after July 1, 2002 to renew the
deferral, a Participant’s election as to 


 


14





















 


the form of payment as
set forth in this Section 7.1 shall apply to each of the Participant’s
Elective Deferrals made for a specific Plan Year.  Additionally, a Participant may elect to
receive a lump sum payment of a portion of his/her Elective Deferral for a
specific Plan Year and renew the deferral of the of rest such Elective
Deferral.  Finally, A Participant may
elect to receive a partial lump sum of his/her Elective Deferral for a specific
Plan Year with the balance of such Elective Deferral paid in annual
installments over 5, 10 or 15 years. 
Except as provide in the next paragraph, all elections under this Section 7.1
must be made at least 13 months prior to the end of the applicable deferral
period.


 


Effective January 1,
2005, for Elective Deferrals made for Plan Year 2005 and thereafter, a
Participant’s election as to form of payment shall be made on a Plan Year to
Plan Year basis and must be made during the annual enrollment period for each
such Plan Year, as determined by the Plan Administrator in accordance with Section 5.1.
During the applicable annual enrollment period, a Participant may to receive
his/her Elective Deferrals for such Plan Year in either (i) one lump sum
payment payable between January 2 and March 15 immediately following
the end of the deferral period for such Plan Year or (ii) in annual
installments over a period of five, ten or fifteen years commencing between January 2
and March 15 immediately following the end of the deferral period for such
Plan Year.  If no election as to form of
payment is made during the applicable annual enrollment period for a Plan Year,
Elective Deferrals for such Plan Year shall be paid in the form of a lump sum
payment between January 2 and March 15 immediately following the end
of the deferral period for such Plan Year. 
For Elective Deferrals made for Plan Year 2005 and thereafter, a
Participant may subsequently elect to change the form of payment from
installments to a lump sum or from a lump sum to installments, or increase or
decrease the number of installments, subject to the requirements of Section 7.2.


 


The above
notwithstanding, Participants whose accounts in the BG Plan were in pay status
and were transferred from the BG Plan into this Plan shall continue to receive
the same payments and under the same terms as they had under the BG Plan.


 


7.2                               Extension
Of Deferral Periods


 


A Participant may make an
election in writing to extend the deferral period for Elective Deferrals made
prior to Plan Year 2005 for three to ten additional Plan Years so long as such
Participant makes such election at least 13 months prior to the expiration of
the deferral period.


 


Effective January 1,
1999, for Elective Deferrals made prior to Plan Year 2001, elections to extend
a deferral period must be made for a three-year cycle.  A new three-year cycle will commence at the
end of every third Plan Year.  An
election to extend a deferral period must be made by the Participant in writing
at least 13 months prior to the end of a deferral period.  If a deferral period will expire during the
course of a three-year cycle, the Participant’s election is limited to an
election to extend the deferral period until the end of 


 


15





















 


such three-year
cycle.  A Participant may elect to renew
deferral periods for additional three-year cycles an unlimited number of times.


 


Effective January 1,
1999, terminated Participants will not be permitted to renew their deferral
elections.  Payments to terminated
Participants will begin at the expiration of their current deferral period in
accordance with the method selected under Section 7.1 (unless the
Participant retired under a Company pension plan, or had attained age 55 and
completed at least ten years of service as of his or her date of termination,
or has a Total and Permanent Disability, in which case additional elections to
defer are permitted).


 


Effective January 1,
2001, for Elective Deferrals made prior to Plan Year 2005, elections to extend
a deferral period must be made for a four year-cycle.  A new four-year cycle will commence at the
end of every fourth Plan Year.  An
election to extend a deferral period must be made by the Participant in writing
at least 13 months prior to the end of a deferral period.  If a deferral period will expire during the
course of a four-year cycle, the Participant’s election is limited to an
election to extend the deferral period until the end of such four-year
cycle.  A Participant may elect to renew
deferral periods for additional four-year cycles an unlimited number of times.


 


Effective January 1,
2005, for Elective Deferrals made for Plan Year 2005 and thereafter, elections
to extend a deferral period and/or change the form of payment shall be made on
a Plan Year to Plan Year basis.  An
election to extend a deferral period and/or change the form of payment with
respect to Elective Deferrals for a Plan Year must (i) be made by the
Participant in writing at least 13 months prior to the end of the applicable
deferral period for such Plan Year, (ii) shall not take effect until 12
months after the election is made, and (iii) must extend the applicable
deferral period for a minimum of five additional years and a maximum of fifteen
additional years.  Elections to change
the form of payment cannot be made without also extending the deferral period,
as provided in the preceding sentence.


 


7.3                               Change
Of Control


 


As soon as administratively
feasible following a Change Of Control of the Employer, each Participant shall
be paid his or her entire Account balance in a single lump sum.


 


7.4                               Termination
Of Employment


 


Upon termination of a
Participant’s employment for any reason other than death, the Participant’s
Account shall be paid to the Participant in the form of payment in effect at
the time the termination of employment occurs and after the expiration of the
deferral period.  The above
notwithstanding, with respect to Elective Deferrals for Plan Years prior to
Plan Year 2005 only, the Plan Administrator, in its sole discretion, may: (a) pay
out a Participant’s Account balance attributable to such pre-2005 Elective
Deferrals in one lump sum at any time prior to the expiration of each deferral
period and (b) accelerate the 


 


16





















 


beginning of payments of
any pre-2005 Elective Deferrals to any time prior to the expiration of the
applicable deferral period.


 


7.5                               Death


 


If a Participant dies prior
to the complete distribution of his or her Account, the balance of the Account
shall be paid as soon as practicable to the Participant’s designated
beneficiary or beneficiaries, in the form elected by the Participant at the
time of his or her death, provided, however, that, with respect to the portion
of the Account attributable to Elective Deferrals for Plan Years prior to Plan
Year 2005 only, the ERISA Management Committee and/or the Plan Administrator
may, in their sole discretion, pay out the balance of such Participant’s
Account in one lump sum.


 


Any designation of beneficiary shall be made by the Participant on a
Beneficiary Designation Form filed with the Plan Administrator and may be
changed by the Participant at any time by filing another Beneficiary
Designation Form containing the revised instructions.  If no beneficiary is designated or no
designated beneficiary survives the Participant, payment shall be made to the
Participant’s surviving spouse or, if none, to his/her issue per stirpes, in a
single payment.  If no spouse or issue
survives the Participant, payment shall be made in a single lump sum to the
Participant’s estate.  The most recent
Beneficiary Designation Form executed by the Participant prior to his/her
death shall apply to all Election Deferrals credited to the Participant’s
Account at the date of his/her death.


 


7.6                               Taxes


 


All federal, state or
local taxes that the Plan Administrator determines are required to be withheld
from any payments made pursuant to this Article VII shall be withheld.


 


ARTICLE VIII


 


Plan Administration


 


8.1                               Plan
Administration And Interpretation.


 


The ERISA Management
Committee (the “Committee”) shall oversee the administration of the Plan, shall
serve as the agent of the Company with respect to the trust, and shall appoint
a Plan Administrator and/or Recordkeeper for the day-to-day operations of the
Plan. Such Plan Administrator and/or Recordkeeper shall be listed in Appendix C
to this Plan. The Committee shall have complete control and authority to
determine the rights and benefits under all claims, demands and actions arising
out of the provisions of the Plan of any Participant, beneficiary, deceased
Participant, or other person having or claiming to have any interest under the
Plan. The Committee shall have complete discretion to interpret the Plan and to
decide all matters under the Plan. Such 


 


17





















 


interpretation and
decision shall be final, conclusive and binding on all Participants and any
person claiming under or through any Participant. Any individual(s) serving on
the Committee who is a Participant will not vote or act on any matter relating
solely to himself or herself.


 


8.2                               Committee
Powers, Duties, Procedures, Etc.


 


The Committee shall have
such powers and duties, may adopt such rules and regulations, may act in
accordance with such procedures, may appoint such agents, may delegate such
powers and duties, may receive such reimbursements and compensation, and shall
follow such claims and appeal procedures with respect to the Plan as it may
establish.


 


8.3                               Plan
Administrator’s Duties


 


The Plan Administrator
shall be responsible for the day-to-day operations of the Plan. His or her
duties shall include, but not be limited to, the following:


 


(a)                                  Keeping
track of employees eligible to participate in the Plan and the date each
employee becomes eligible to participate.


 


(b)                                 Maintaining,
or causing to be maintained by the Recordkeeper, Participants’ Accounts,
including all sub-accounts required for different contribution types and
payment elections made by Participants under the Plan and any other relevant
information.


 


(c)                                  Transmitting,
or causing to be transmitted by the Recordkeeper, various communications to
Participants and obtaining information from Participants such as changes in
investment selections.


 


(d)                                 Filing
reports required by various governmental agencies.  When making a determination or calculation,
the Plan Administrator and the Recordkeeper shall be entitled to rely on
information furnished by a Participant, a beneficiary, the Employer or the
Trustee. The Plan Administrator shall have the responsibility for complying
with any reporting and disclosure requirements of ERISA.


 


8.4                               Information


 


To enable the Plan
Administrator and/or Recordkeeper to perform their functions, the Employer
shall supply full and timely information to the Plan Administrator and/or
Recordkeeper on all matters relating to the compensation of Participants, their
employment, retirement, death, termination of employment, and such other
pertinent facts as the Plan Administrator and/or Recordkeeper may require.


 


18





















 


8.5                               Indemnification
Of Committee And Plan Administrator


 


The Employer agrees to
indemnify and to defend to the fullest extent permitted by law any officer(s)
or employee(s) who serve on the Committee or as Plan Administrator (including
any such individual who formerly served on the Committee or as Plan
Administrator) against all liabilities, damages, costs and expenses (including
attorneys’ fees and amounts paid in settlement of any claims approved by the
Employer) occasioned by any act or omission to act in connection with the Plan,
if such act or omission is in good faith.


 


19





















 


ARTICLE IX


 


Amendment And Termination


 


9.1                               Amendments


 


The Employer shall have
the right to amend the Plan from time to time, subject to Section 9.3, by
an action of the ERISA Management Committee.


 


9.2                               Termination
Of Plan


 


This Plan is strictly a
voluntary undertaking on the part of the Employer and shall not be deemed to
constitute a contract between the Employer and any Eligible Employee (or any
other employee) or a consideration for, or an inducement or condition of
employment for, the performance of the services by any Eligible Employee (or
other employee). The Employer reserves the right to terminate the Plan at any
time, subject to Section 9.3, by an action of the ERISA Management
Committee. Upon termination, no new Elective Deferrals or elections to extend
deferral periods may be made under the Plan and the Employer shall continue to
maintain the Trust to pay benefits hereunder as they become due as if the Plan
had not terminated.


 


Notwithstanding the
foregoing, if at the time the Plan is terminated either (i) the Employer
maintains no other account balance deferred compensations plans or arrangements
that would be required to be aggregated with the Plan pursuant to Section 409A
of the Code or (ii) any such plans or arrangements that are maintained by
the Employer are terminated at the same time as the Plan, then the Employer
may, in its discretion, continue to maintain the Trust to pay benefits
hereunder as they become due for a period of at least 12 months after the Plan
is terminated and thereafter direct the Trustee to pay the Participants (or
their beneficiaries) the balance of their Accounts no later than 24 months
after the date the Plan is terminated. 
In the event the Employer elects the alternative described in this
paragraph, then for a period of five years after the date the Plan is
terminated, the Employer shall be prohibited from adopting or establishing a
new account balance deferred compensation plan or arrangement that would have
been required to be aggregated with the Plan pursuant to Code Section 409A
had the Plan not been terminated.


 


9.3                               Existing
Rights


 


No amendment or
termination of the Plan shall adversely affect the rights of any Participant
with respect to amounts that have been credited to his or her Account prior to
the date of such amendment or termination.


 


20





















 


ARTICLE X


 


Miscellaneous


 


10.1                        No
Funding


 


The Plan constitutes a
mere promise by the Employer to make payments in accordance with the terms of
the Plan and Participants and beneficiaries shall have the status of general
unsecured creditors of the Employer. Nothing in the Plan will be construed to
give any employee or any other person rights to any specific assets of the
Employer or of any other person. In all events, it is the intent of the
Employer that the Plan be treated as unfunded for tax purposes and for purposes
of Title I of ERISA.


 


10.2                        Non-Assignability


 


None of the benefits,
payments, proceeds or claims of any Participant or beneficiary shall be subject
to any claim of any creditor of any Participant or beneficiary and, in
particular, the same shall not be subject to attachment or garnishment or other
legal process by any creditor of such Participant or beneficiary, nor shall any
Participant or beneficiary have any right to alienate, anticipate, commute,
pledge, encumber or assign any of the benefits or payments or proceeds which he
or she may expect to receive, contingently or otherwise, under the Plan.


 


10.3                        Limitation
Of Participants’ Rights


 


Nothing contained in the
Plan shall confer upon any person a right to be employed or to continue in the
employ of the Employer, or interfere in any way with the right of the Employer
to terminate the employment of a Participant in the Plan at any time, with or
without cause.


 


10.4                        Participants
Bound


 


Any action with respect
to the Plan taken by the Plan Administrator or the Employer or the Trustee or
any action authorized by or taken at the direction of the Plan Administrator,
the Employer or the Trustee shall be conclusive upon all Participants and
beneficiaries entitled to benefits under the Plan.


 


10.5                        Receipt
And Release


 


Any payment to any
Participant or beneficiary in accordance with the provisions of the Plan shall,
to the extent thereof, be in full satisfaction of all claims against the
Employer, the Plan Administrator and the Trustee under the Plan, and the Plan
Administrator may require such Participant or beneficiary, as a condition
precedent to such payment, to execute a receipt and release to such effect. If
any Participant or beneficiary is determined by the Plan Administrator to be
incompetent by reason of physical or mental disability 


 


21





















 


(including minority) to
give a valid receipt and release, the Plan Administrator may cause the payment
or payments becoming due to such person to be made to another person for his or
her benefit without responsibility on the part of the Plan Administrator, the
Employer or the Trustee to follow the application of such funds.


 


10.6                        Governing
Law


 


The Plan shall be
construed, administered, and governed in all respects under and by the laws of
the State of New York. If any provision shall be held by a court of competent
jurisdiction to be invalid or unenforceable, the remaining provisions hereof
shall continue to be fully effective.


 


10.7                        Headings
And Subheadings


 


Heading and subheadings
in this Plan are inserted for convenience only and are not to be considered in
the construction of the provisions hereof.


 


22





















 


APPENDIX A


 


Limit on Elective Deferrals


 


For the 1994 and 1995
Plan Years, a Participant may defer up to 100% of his/her annual bonus and no
portion of his/her salary.


 


For the 1996 Plan Year
and until changed by the Committee, a Participant may defer up to 100% of
his/her annual bonus and up to 33% of his/her base salary.


 


For the 2000 Plan Year
and until changed by the Committee, a Participant may defer up to 100% of
his/her annual bonus, up to 100% of amounts paid under The Advertising and
Circulation Sales Incentive Plan, up to 100% of his/her Long-Term Performance
Awards under The New York Times Company 1991 Executive Cash Bonus Plan and up
to 33% of his/her base salary.  In
addition, a Participant who is a “covered employee” within the meaning of Code Section 162(m)
(a “Covered Employee”) may defer his/her entire Discretionary Bonus, if any,
payable in a Plan Year.  Deferral of such
Discretionary Bonus shall continue without further action by the Participant
until such time as the ERISA Management Committee determines that the
Participant is no longer a Covered Employee. 
The Participant shall be permitted to extend the deferral period beyond
the time he/she ceases to be a Covered Employee for a three-year cycle (and for
subsequent three-year cycles) in the manner provided in Section 7.2 of the
Plan.


 


For the 2001 Plan Year
and until changed by the Committee, a Participant may defer up to 85% of
his/her annual bonus, up to 100% of amounts paid under The Advertising and
Circulation Sales Incentive Plan, up to 100% of his/her Long-Term Performance
Awards under The New York Times Company 1991 Executive Cash Bonus Plan and up
to 33% of his/her base salary.  In
addition, a Participant who is a “covered employee” within the meaning of Code Section 162(m)
(a “Covered Employee”) may defer his/her entire Discretionary Bonus, if any,
payable in a Plan Year. Deferral of such Discretionary Bonus shall continue
without further action by the Participant until such time as the ERISA
Management Committee determines that the Participant is no longer a Covered
Employee; except, however, that the deferral period for Discretionary Bonuses
deferred in the 2005 Plan Year and thereafter shall end on the date that the
Participant terminates employment with the Company, with payments commencing between January 2 and March 15 of
the calendar year immediately following such termination date or, if later, on
the first business day of the month immediately following the six-month
anniversary of such termination date.  A
Participant shall be permitted to extend the deferral period for Discretionary
Bonuses in the manner provided in Section 7.2 of the Plan.


 


23





















 


APPENDIX B


 


Valuation Options


 


For 1994 and until changed
by the ERISA Management Committee, each Participant may elect to value his or
her account based on the performance of one or more of the following funds:


 


1.                                       Fund A: AIM Limited Maturity Treasury


 


2.                                       Fund B: AIM Aggressive Growth


 


3.                                       Fund C: AIM Value


 


4.                                       Fund D: Merrill Lynch Federal Securities


 


5.                                       Fund E: Merrill Lynch Capital


 


6.                                       Fund F: Templeton Foreign


 


7.                                       Fund G: Merrill Lynch Global Allocation


 


For 1999 and until
changed by the ERISA Management Committee, each Participant may elect to value
his or her account based on the performance of one or more of the following
funds:


 


1.                                       Fund A: Vanguard Short Term Federal Fund


 


2.                                       Fund B: Vanguard Total Bond Market Index Fund


 


3.                                       Fund C: Vanguard Asset Allocation Fund


 


4.                                       Fund D: Vanguard Growth and Income Fund


 


5.                                       Fund E: Frank Russell Equity I Fund


 


6.                                       Fund F: Frank Russell Equity II Fund


 


7.                                       Fund G: AIM Aggressive Growth Fund


 


8.                                       Fund H: Putnam International Growth Fund


 


9.                                       Fund I: Putnam Asset Allocation Fund - Balanced Portfolio


 


24





















 


For
2001 and until changed by the ERISA Management Committee, each Participant may
elect to value his or her account based on the performance of one or more of
the following funds:


 


1.               Fund A: Vanguard Short Term Federal Fund


 


2.               Fund B: Vanguard Total Bond Market Index Fund


 


3.               Fund C: Vanguard Asset Allocation Fund


 


4.               Fund D: Vanguard Growth and Income Fund


 


5.               Fund E: Frank Russell Equity I Fund


 


6.               Fund F: Frank Russell Equity II Fund


 


7.               Fund G: AIM Aggressive Growth Fund


 


8.               Fund H: Vanguard International Growth Investment Fund


 


9.               Fund I: Putnam Asset Allocation Fund - Balanced Portfolio


 


25





















 


APPENDIX C


 


Plan Administrator And Record Keeper


 


1.1                               Plan
Administrator


 


For the Plan Year 1995,
and until removed, the Plan Administrator shall be Phil Ryan.  For the Plan Year 1997, and until removed,
the Plan Administrator shall be Diane Zubalsky. 
For the Plan Year 2000, and until removed, the Plan Administrator shall
be Robert Nusspickel.


 


1.2                               Recordkeeper


 


For the Plan Year 1994,
and until removed, the Recordkeeper shall be Actuarial Information Management
Systems.  From June 1, 1996, and
thereafter until removed, the Recordkeeper shall be Merrill Lynch.


 


Effective December 28,
1998, and until removed by the ERISA Management Committee, the Recordkeeper
shall be The Vanguard Group.


 


Effective July 17,
1999, and until removed by the ERISA Management Committee, in addition to The
Vanguard Group, TBG Financial shall be a Recordkeeper for the Plan.


 


Effective January 1,
2001, The Vanguard Group shall be the only Recordkeeper of Plan.


 


26