Exhibit 10.16


 


THE NEW YORK TIMES COMPANY


 


SUPPLEMENTAL EXECUTIVE
RETIREMENT PLAN


 


 


	
   

  	
   

  	
  Effective January 1,
  1983

  
	
   

  	
   

  	
  Amended
  and Restated Effective February 19, 1987

  
	
   

  	
   

  	
  Amended
  May 5, 1989

  
	
   

  	
   

  	
  Amended
  and Restated Effective January 1, 1993

  
	
   

  	
   

  	
  Amended
  and Restated Effective January 1, 2004

  
	
   

  	
   

  	
  Amended
  and Restated Effective January 1, 2008

  
	
   

  	
   

  	
  Amended
  and Restated Effective January 1, 2009

  



 

















 


THE NEW
YORK TIMES COMPANY


 


SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


 


PURPOSE


 


The Supplemental Executive Retirement Plan is designed to provide a
benefit which, when added to the retirement income provided under other Company
plans, will ensure the payment of a competitive level of retirement income to
key senior executives of The New York Times Company, thereby providing an
additional incentive for assuring orderly management succession.  Eligibility for participation in the Plan
shall be limited to executives designated by the SERP Committee.  This Plan became effective on January 1,
1983, and shall be effective as to each Participant on the date he or she is
designated as such hereunder.  The Plan,
as previously amended, is hereby amended and restated effective as of January 1,
2009  to comply with the
applicable requirements of section 409A of the Code, and to reflect a change in
the benefit formula for Participants with less than twenty (20) years of
Service.


 


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SECTION I


 


DEFINITIONS


 


1.1.          “Basic Plan” means the
qualified defined benefit pension plan to which the Company makes or has made
contributions on behalf of a designated Participant (including, but not limited
to The New York Times Companies Pension Plan, The Guild-Times Pension Plan and
The Retirement Annuity Plan for Craft Employees of The New York Times Company (non-contributory
portion)).


 


1.2.          “Basic Plan Benefit”
means the amount of benefit payable to a Participant under any Basic Plan,
assuming immediate commencement of payments as of the date of Retirement, with
benefits payable in the form of a straight life annuity.


 


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


 


1.4.          “Contingent Annuitant” means the
person designated by the Participant to receive the survivor portion of the
Joint and Survivor Annuity.  In the event
a married Participant fails to designate a Contingent Annuitant, the Contingent
Annuitant shall be deemed to be the Participant’s Surviving Spouse, if any.


 


1.5.          “Company” means The New
York Times Company and its subsidiaries and affiliates.


 


1.6.             “Final Average Earnings” means effective April 1, 2000, the average of the highest consecutive sixty
(60) months of Earnings out of the last one hundred twenty (120) months
preceding the date on which the Participant retires multiplied by twelve
(12).  “Earnings” for any calendar year shall
include the Participant’s base
salary, annual cash bonuses and sales commissions paid during such year, and
shall exclude any other compensation (such as deferred incentive compensation
under the Long-Term Incentive Plan, retirement units and performance awards
(other than 


 


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annual cash bonuses) under the Executive Incentive Award Plan, the 1991
Executive Stock Incentive Plan, 1991 Executive Cash Bonus Plan and any
successor plans and stock options under the 1974 Incentive Stock Option Plan,
the Employee Stock Purchase Plan, the 1991 Executive Stock Incentive Plan  and any successor plans) and any
contributions to or benefits under this Plan or any other pension,
profit-sharing, stock bonus or other plan of deferred compensation; except that
amounts deferred under a non-qualified deferred compensation plan and/or
amounts which the Company contributes to a plan on behalf  of the Participant pursuant to a salary reduction
agreement which are not includible in the Participant’s gross income under
sections 125, 402(e)(3), 492(h) or 403(b) of the Code shall be
included.


 


1.7.          “Joint and Survivor Annuity” means a
reduced annuity payable for the life of the Participant followed after the
Participant’s death by an annuity payable for the life of the Participant’s
Contingent Annuitant in an amount equal to either 25%, 50%, 75% or 100% (as
elected by the Participant prior to Retirement) of the reduced annuity that was
payable to the Participant.  The combined
annuities payable to the Participant and the Contingent Annuitant under the
Joint and Survivor Annuity shall be the actuarial equivalent of the annual
Retirement benefit determined under Section III using 7.5% interest and
the 94 GAR Mortality Table.


 


1.8.          “Key Executive Position” means a
position so designated by the SERP Committee.


 


1.9.          “Participant” means an individual
holding a Key Executive Position who has been designated as a Participant by
the SERP Committee.  An executive shall
become a Participant in the Plan as of the date he or she is individually
selected by, and specifically named by the SERP Committee for inclusion in the
Plan.  If a Participant is reclassified
to a responsibility that is not a Key Executive Position, the Participant’s 


 


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continuing
eligibility will be subject to the approval of the SERP Committee.  No individual shall be designated a
Participant by the SERP Committee after December 31, 2008.


 


1.10.        “Plan” means The New York Times Company
Supplemental Executive Retirement Plan.


 


1.11.        “Retirement” or “Retire” means a
Participant’s “separation from service” from the Company within the meaning of
section 409A of the Code and Treasury Regulation section 1.409A-1(h) or
subsequent IRS guidance under section 409A of the Code on one of the Retirement
Dates specified in Section 2.1.


 


1.12.        “Section 409A Specified Employee”
means a “specified employee” within the meaning of section 409A(a)(2)(B)(i) of
the Code, as determined by the Compensation Committee of the Company’s Board of
Directors or its delegate in accordance with the provisions of sections 409A
and 416(i) of the Code and the regulations issued thereunder.


 


1.13.        “SERP Committee” or “Committee” means a committee consisting of the Chairman
and the President of The New York Times Company.


 


1.14.        “Service” means the Participant’s
service for vesting purposes as defined in the Basic Plan, up to a maximum of
twenty (20) years, and shall include any additional service credit in specific
situations as may be authorized by the Committee.  Additionally, service shall include any
credits for service pursuant to a buyout plan or agreement accepted by a
Participant.


 


1.15.        “Surviving Spouse” means the person to
whom a Participant is married on the date on which benefits commence (or at his
death, if earlier).


 


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1.16.        The masculine gender, where appearing in
the Plan, will be deemed to include the feminine gender, and the singular may
include the plural, unless the context clearly indicates the contrary.


 


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SECTION II


 


ELIGIBILITY FOR BENEFITS


 


2.1.          Each Participant with ten (10) or
more years of Service shall be eligible to Retire and receive a benefit under
this Plan beginning on one of the following Retirement Dates:


 


(a)  “Normal Retirement
Date,” which is the first day of the month following the month in which the
Participant reaches age sixty-five (65).


 


(b)  “Early Retirement
Date,” which is the first day of any month following (i) the Participant’s
sixtieth (60th) birthday, or (ii) if the Committee consents to the
Participant’s early retirement, the Participant’s fifty-fifth (55th) birthday.


 


(c)  “Postponed
Retirement Date,” which in the case of a Participant who terminates his
employment with the Company after his Normal Retirement Date, is the first day
of the month next following the month in which the Participant terminates
employment with the Company.


 


2.2.          For purposes of determining a Participant’s
Retirement Date and eligibility to receive Retirement benefits under this Plan,
the age of a Participant shall include any age credit pursuant to a buyout plan
or agreement accepted by a Participant. 
Notwithstanding the foregoing and Section 4.2, in no event shall
Retirement benefits payable under this Plan commence prior to the first
business day of the month following the Participant’s actual 55th birthday.


 


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SECTION III


 


AMOUNT AND FORM OF RETIREMENT
BENEFIT


 


3.1.          The annual Retirement benefit payable
to a Participant who Retires on his Normal Retirement Date shall equal the
excess, if any, of (a) fifty percent (50%) of the Final Average Earnings
(prorated at two and one-half percent (2.5%) times Final Average Earnings times
years of Service for Service of less than twenty (20) years) over (b) the
sum of the Basic Plan Benefits payable as of the Participant’s Normal
Retirement Date.


 


Notwithstanding
the foregoing, with respect to a Participant who Retires after January 1,
2009, and who has less than twenty years of Service as of December 31,
2008, the annual Retirement benefit payable to such Participant on his Normal
Retirement Date shall equal the excess, if any, of the sum of (a) two and
one-half percent (2.5%) times Final Average Earnings times years of Service as
of December 31, 2008; plus (b) two and two-tenths percent (2.2%)
times Final Average Earnings times years of Service after December 31,
2008; provided that the aggregate years of Service under subsections (a) and
(b) shall not exceed twenty (20) years of Service, over (c) the sum
of the Basic Plan Benefits payable as of the Participant’s Normal Retirement
Date.


 


3.2.          The annual Retirement benefit payable
to a Participant who Retires on an Early Retirement Date shall equal the
benefit determined using the formula in Section 3.1, reduced by four
percent (4%) for each year (one-third (1/3) of one percent (1%) for each month)
benefits commenced prior to age sixty (60), less the sum of the annual Basic
Plan Benefits payable as of the Participant’s Early Retirement Date.


 


3.3.          The annual Retirement benefit payable
to a Participant who Retires on a Postponed Retirement Date shall be equal to
the benefit determined in accordance with Section 


 


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3.1
based on the Participant’s Service and Final Average Earnings as of the
Participant’s Normal Retirement Date.


 


3.4.  (a)      Prior to January 1,
2009, Retirement benefits payable under this Plan shall be payable at the same
time and in the same manner as benefits under the Basic Plan (except the Level
Income options), unless otherwise determined by the Company.  Retirement benefits under this Plan for a
Participant who elects a Level Income Option under the Basic Plan shall be paid
in the form of an annuity for the life of the Participant.  Once in pay status, a Participant may not
change the form of benefit payable under the Plan.


 


(b)   Effective January 1, 2009, Retirement benefits shall, subject
to Section 3.5, be paid in the form of an annuity for the life of the
Participant if the Participant is not married on the date payment of his
Retirement benefit commences.  At any
time prior to commencing payment of his Retirement benefits, a Participant may
elect to receive his Retirement benefit in a different annuity form (either for
the life of the Participant only, or as any form of Joint and Survivor
Annuity), provided that, as of such date, the newly elected annuity form is
actuarially equivalent to the previously elected annuity form.


 


(c)   Participants who have experienced
a separation from service (as defined in Section 1.12) prior to January 1,
2009 and have not commenced payment of their benefits as of December 31,
2008, shall make an election by December 31, 2008 as to the timing and
form of payment of their benefits.  The
Participant may elect to have his benefit (i) commence on the first
business day of any month after his attainment of age 55 but not after his
attainment of age 65, and (ii) paid in the form of an annuity for the life
of the Participant or a Joint and Survivor Annuity.  Payments shall commence within 90 days of the
date elected by the Participant.


 


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If a Participant who has
attained age 55 as of December 31, 2008, does not make an election by December 31,
2008, his benefit shall be paid in the form of an annuity for the life of the
Participant if the Participant is not married on December 31, 2008, or a
Joint and 50% Survivor Annuity with his Surviving Spouse as the Contingent
Annuitant if the Participant is married on December 31, 2008.  Payments shall commence within 90 days of March 1,
2009.


 


If a Participant who has not
attained age 55 as of December 31, 2008, does not make an election by December 31,
2008, his benefit shall be paid in the form of an annuity for the life of the
Participant if the Participant is not married on his 55th birthday, or a Joint and 50%
Survivor Annuity with his Surviving Spouse as the Contingent Annuitant if the
Participant is married on his 55th birthday. 
Payments shall commence within 90 days following the Participant’s 55th birthday.


 


3.5.  Notwithstanding Section 3.4
and subject to Section 4.2(c), if the lump sum value of benefits under
this Plan is less than or equal to the applicable dollar amount under section
402(g)(1)(B) of the Code, the Company shall, subject to Section 4.2(c),
pay such benefit in a single lump sum to the Participant within 90 days
following the Participant’s date of Retirement.


 


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SECTION IV


 


PAYMENT OF RETIREMENT BENEFITS


 


4.1.          (a)  A Participant with ten (10) or more
years of Service who is age sixty (60) or older, may Retire under the Plan by
giving a minimum of six months’ notice to the Committee (unless such notice is
waived by the Committee).


 


(b)           A
Participant with ten (10) or more years of Service who is not eligible for early Retirement under
Section 4.1(a) may request Retirement under this Plan as of the first
of any month between the ages of fifty-five (55) and sixty (60), but such request shall be subject to the
approval of the Committee, which may approve or deny the request based on the
needs of the Company.  If the request is
denied, the Committee and the Participant will defer such Retirement under this
Plan for a mutually agreed upon period of time. 
This will not preclude the right of the Participant to retire under the
Basic Plan, in which case the Participant will not be entitled to any benefit
hereunder.


 


4.2.          (a)  Prior to January 1, 2009, Retirement
benefits payable in accordance with Section III will commence on the
Participant’s date of Retirement under Section 2.1.  Plan payments must begin immediately upon
Retirement and may not be deferred. 
Benefits will continue to be paid on the first day of each succeeding
month.  The last payment will be on the
first day of the month in which the retired Participant dies unless an optional
form of benefit was elected in accordance with Section 3.4(a).


 


(b)           Effective January 1,
2009, subject to paragraph (c) of this Section 4.2, Retirement
benefits payable under this Plan will commence within 90 days following the
Participant’s date of Retirement.


 


(c)           Notwithstanding
Section 4.2(b), effective January 1, 2009, in the event that a
Participant is a Section 409A Specified Employee as of his date of
Retirement, the 


 

















 


Company shall withhold and accumulate the first six monthly annuity
payments (or in the case of a lump sum cash out payment under Section 3.5,
shall withhold the lump sum payment) of the Participant’s Retirement benefit
until the first day of the seventh month following the Participant’s date of
Retirement (the “Delayed Payment Date”). 
The six accumulated annuity payments (or lump sum cash out payment)
shall be paid to the Participant in a single lump sum payment on the Delayed
Payment Date, with interest for the period of delay, compounded monthly, equal
to the prime lending rate in effect as of the date the payment would otherwise
have been made.  Payment of the withheld and
accumulated annuity payments (with interest as calculated above) shall be
treated as made on the Delayed Payment Date if the payment is made on such date
or on a later date within the same calendar year as the Delayed Payment Date,
or, if later, by the 15th day of
the third month following the Delayed Payment Date, provided that the
Participant may not, directly or indirectly, designate the year of
payment.   Notwithstanding the foregoing,
if the Participant dies prior to the Delayed Payment Date, any payments that
have been withheld and accumulated in accordance with this paragraph shall be
paid to the Participant’s beneficiary under the Basic Plan in a single lump sum
payment within 90 days after the
Participant’s death, with interest as calculated above.


 


4.3.          Any benefit payments
under the Plan shall be net of any applicable withholding tax under federal or
state law.


 


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SECTION V


 


PRE-RETIREMENT DEATH
BENEFITS


 


A Participant with a vested annual benefit under the Basic Plan who
dies prior to the date benefits commence under this Plan shall have a
pre-Retirement death benefit paid under this Plan to the beneficiary designated
under this Plan.  In the event a married
Participant fails to designate a beneficiary, the beneficiary shall be deemed
to be the Participant’s Surviving Spouse, and in the event a single Participant
fails to designate a beneficiary, the beneficiary shall be deemed to be the
beneficiary designated under the Basic Plan. 
Such pre-Retirement death benefit shall be an amount equal to the 50%
survivor annuity which would have been paid under this Plan if the Participant
had commenced payment as of the later of (i) the day immediately preceding
the Participant’s date of death, or (ii) the date the Participant would
have reached the earliest Retirement Date under the Plan, in the form of a
Joint and 50% Survivor Annuity with the designated beneficiary as the
Contingent Annuitant.  The pre-Retirement
death benefit shall commence within 90 days after the later of the Participant’s
date of death or the date the Participant would have attained the Early
Retirement Date; provided, however, that the first monthly payment shall
include any monthly payments that would have been made had benefits commenced
on the first day of the month following the date of the Participant’s death.


 


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SECTION VI


 


FORFEITURE OF BENEFIT


 


Notwithstanding
any other provision of this Plan, if at any time during which a Participant is
entitled to receive payments under the Plan, the Participant engages in any
business or practice or becomes employed in any position, which the SERP
Committee, in its sole discretion, deems to be in competition with the Company
or any of its business or interests, or which is deemed by the SERP Committee,
in its sole discretion, to be otherwise prejudicial to any of its interests, or
such Participant fails to make himself available to the Company for reasonable
consultation and other services, the SERP Committee, in its sole discretion,
may cause the Participant’s entire interest in benefits otherwise payable under
the Plan to be forfeited and discontinued, or may cause the Participant’s
payments of benefits under the Plan to be limited or suspended until such
Participant is no longer engaging in the conduct above or for such other period
the SERP Committee finds advisable under the circumstances, or may take any
other action the SERP Committee, in its sole discretion, deems
appropriate.  The decision of the SERP
Committee shall be final.  The omission
or failure of the SERP Committee to exercise this right at any time shall not
be deemed a waiver of its right to exercise such right in the future.  The exercise of discretion will not create a
precedent in any future cases.


 


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SECTION VII


 


MISCELLANEOUS


 


7.1.          This Plan shall be
binding on the Company and its successors and assigns.  In furtherance of the foregoing, the Company
may assign its obligations to make payments under this Plan to any successor to
all or substantially all of the Company’s business.


 


7.2.          The
SERP Committee may, in its sole discretion, terminate, suspend or amend this
Plan at any time or from time to time, in whole or in part.  However, no amendment or suspension of the
Plan will affect a retired Participant’s right or the right of a Surviving
Spouse, Contingent Annuitant or other beneficiary to continue to receive a
benefit in accordance with this Plan as in effect on the date such Participant,
Surviving Spouse, Contingent Annuitant or other beneficiary commenced to
receive a benefit under this Plan.


 


7.3.          Nothing
contained herein will confer upon any Participant or other employee the right
to be retained in the service of the Company nor will it interfere with the
right of the Company to discharge or otherwise deal with Participants and other
employees without regard to the existence of this Plan.


 


7.4.          This Plan is intended to meet the Employee Retirement Income Security
Act’s definition of “an unfunded plan for management or other highly
compensated individuals” and, as such, the Company will make Plan benefit
payments solely on a current disbursement basis out of general assets of the
Company.


 


7.5.          This Plan is intended to comply with
the applicable requirements of section 409A of the Code with respect to the
accrual and payment of benefits hereunder. 
This Plan shall be interpreted and administered to the extent possible
in a manner consistent with the foregoing statement of intent.


 


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7.6.          To the maximum extent permitted by law, no benefit under this Plan will
be assignable or subject in any manner to alienation, sale, transfer, claims of
creditors, pledge, attachment or encumbrances of any kind.


 


7.7.          The
Plan shall be administered by the SERP Committee.  The SERP Committee may adopt rules and
regulations to assist it in the administration of the Plan and may appoint
and/or employ individuals to assist it in the administration of the Plan and
any other agents it seems advisable, including legal and actuarial
counsel.  In addition, the SERP Committee
may, it is discretion, delegate any of its authority, duties and
responsibilities hereunder to any other individual or individuals.


 


7.8.          This
Plan is established under and will be construed according to the laws of the
State of New York, except to the extent such laws are preempted by ERISA.


 


7.9.          Claims.  If
any Participant, beneficiary or other properly interested party is in
disagreement with any determination that has been made under the Plan, a claim
may be presented, but only in accordance with the procedures set forth herein.


 


(a)          Original Claim.  Any Participant, beneficiary
or other properly interested party may, if he/she so desires, file with the
SERP Committee a written claim for benefits or a determination under the
Plan.  Within ninety (90) days after the
filing of such a claim, the SERP Committee shall notify the claimant in writing
whether the claim is upheld or denied in whole or in part or shall furnish the
claimant a written notice describing specific special circumstances requiring a
specified amount of additional time (but not more than one hundred eighty (180)
days from the date the claim was filed) to reach a decision in the claim.  If the claim is denied in whole or in part,
the Committee shall state in writing:


 


(i)            the
reasons for the denial;


 


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(ii)           the
references to the pertinent provisions of this Plan on which the denial is
based;


 


(iii)          a
description of any additional material or information necessary for the
claimant to perfect the claim and an explanation of why such material or
information is necessary; and


 


(iv)          an
explanation of the claims review procedure set forth in this section.


 


(b)           Claim Review Procedure. 
Within sixty (60) days after receipt of notice that a claim has been
denied in whole or in part, the claimant may file with the SERP Committee a
written request for a review and may, in conjunction therewith, submit written
issues and comments.   Within sixty (60)
days after the filing of such a request for review, the SERP Committee shall
notify the claimant in writing whether, upon review, the claim was upheld or
denied in whole or in part or shall furnish the claimant a written notice
describing specific special circumstances requiring a specified amount of
additional time (but not more than one hundred twenty (120) days from the date
the request for review was filed) to reach a decision on the request for
review.


 


(c)           General Rules.


 


(i)            No
inquiry or question shall be deemed to be a claim or a request for a review of
a denied claim unless made in accordance with the foregoing claims
procedure.  The SERP Committee may
require that any claim for benefits and any request for a review of denied
claim be filed on forms to be furnished by the SERP Committee upon request.


 


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(ii)           All
decisions on claims and on requests for a review of denied claims shall be made
by the SERP Committee.  The decisions of
the SERP Committee shall be final, binding and conclusive upon all persons.


 


(iii)          The
decision of the SERP Committee on a claim and on a request for a review of a
denied claim shall be served on the claimant in writing.  If a decision or notice is not received by a
claimant within the time specified, the claim or request for a review of a
denied claim shall be deemed to have been denied.


 


(iv)          Prior to
filing a claim or a request for a review of a denied claim, the claimant or the
claimant’s representative shall have a reasonable opportunity to review a copy
of this Plan and all other pertinent documents in the possession of the Company
and the SERP Committee.


 


(v)           The
individuals serving on the SERP Committee shall, except as prohibited by law,
be indemnified and held harmless by the employer from any and all liabilities,
costs, and expenses (including legal fees), to the extent not covered by
liability insurance arising out of any action taken by any individual of the
SERP Committee with respect to this Plan, unless such liability arises from the
individual’s claim for such individual’s own benefit, the proven gross
negligence, bad faith, or (if the individual had reasonable cause to believe
such conduct was unlawful) the criminal conduct of such individual.  This indemnification shall continue as to an
individual who has ceased to be a member of the SERP Committee for the employer
and shall inure to the benefit of the heirs, executors and administrators of
such an individual.


 


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APPENDIX I


 


Everything
in this Plan to the contrary notwithstanding, the following Participants shall
have benefits under this Plan as provided in their respective agreements with
the Company as follows:


 


1.               Lance R. Primis: as per his agreement with the Company dated
December 4, 1996.


 


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