EXHIBIT 10.3


 


THE NEW YORK TIMES COMPANY


1991 EXECUTIVE STOCK INCENTIVE PLAN


AS AMENDED THROUGH OCTOBER 11, 2007


 


1.                                      NAME AND GENERAL
PURPOSE


 


The
name of this plan is The New York Times Company 1991 Executive Stock Incentive
Plan (hereinafter called the “Plan”). The purpose of the Plan is to enable the
Company (as hereinafter defined) to retain and attract executives who enhance
its tradition and contribute to its success by their ability, ingenuity and
industry, and to enable them to participate in the long-term success and growth
of the Company.


 


2.                                      DEFINITIONS


 


(a)                                  “Awards”
has the meaning specified in Section 12 hereof.


 


(b)                                 “Board”
means the Board of Directors of the Company.


 


(c)                                  “Cash
Plan” means the Company’s 1991 Executive Cash Bonus Plan.


 


(d)                                 “Code”
means the Internal Revenue Code of 1986, as amended.


 


(e)                                  “Code
Section 409A” shall mean Section 409A of the Code (or any successor provision).


 


(f)                                    “Committee”
means the Committee referred to in Section 3 of the Plan. If at any time no
Committee shall be in office, then the functions of the Committee specified in
the Plan shall be exercised by those members of the Board who are Non-Employee
Directors.


 


(g)                                 “Common
Stock” means shares of the Class A Common Stock of the Company.


 


(h)                                 “Company”
means The New York Times Company, a corporation organized under the laws of the
State of New York (or any successor corporation), and, unless the context
otherwise requires, its subsidiaries (as hereinafter defined) and other
non-corporate entities in which it owns directly or indirectly 20% or more of
the equity interests. A “subsidiary” means any corporation in which the Company
possesses directly or indirectly 50% or more of the combined voting power of
all classes of stock.


 


(i)                                     “Consolidated
Statement of Income” means the consolidated statement of income (or any
comparable statement, however designated) of the Company, audited by the
independent certified public accountants of the Company and contained in the
Company’s annual report to stockholders or proxy statement.


 


(j)                                     “Disability”
means total disability as defined under the Company’s long-term disability
plan, whether or not the Participant is covered by such plan, as determined by
the Committee.


 





















 


(k)                                  “Fair
Market Value” means the arithmetic mean of the highest and lowest sales prices
of the Common Stock as reported by The New York Stock Exchange (the “NYSE”) (or
such other national securities exchange on which the Common Stock may be listed
at the time of determination, and if the Common Stock is listed on more than
one exchange, then on the one located in New York or if the Common Stock is
listed only on the National Association of Securities Dealers Automated
Quotations System (“NASDAQ”), then on such system) on the date of the grant or
other date on which the Common Stock is to be valued hereunder. If no sale
shall have been made on the NYSE, such other exchange or the NASDAQ on such
date or if the Common Stock is not then listed on any exchange or on the
NASDAQ, Fair Market Value shall be determined by the Committee in accordance
with Treasury Regulations applicable to incentive stock options.


 


(l)                                   “Income Before
Income Taxes” means the amount designated as Income Before Income Taxes for the
applicable year and shown separately on the Consolidated Statement of Income
for such year.


 


(m)                             “Non-Employee Director”
means any Director of the Company who at the time of acting is a “Non-Employee
Director” under Rule 16b-3 or any successor rule (“Rule 16b-3”) under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”).


 


(n)                               “Participant” means a
key employee of the Company who is selected by the Committee to participate in
any one or more parts of the Plan from among persons who in the judgment of the
Committee are key employees of the Company. In general, key employees are those
employees who have principal responsibility for, or who contribute
substantially to, the management efficiency, editorial achievement or financial
success of the Company. Only employees of The New York Times Company, its subsidiaries
and other non-corporate entities in which it owns directly or indirectly 40% or
more of the equity interests are eligible to participate in the Plan.


 


(o)                                 “Retirement” means retirement as defined by
the terms of “The New York Times Companies Pension Plan” which became effective
December 31, 1988, or any successor retirement plan, whether or not the
Participant is a member of such retirement plan, and, in the case of employees
of Affiliated Publications, Inc., or any subsidiary thereof, who retire under
the terms of the Globe Newspaper Company Retirement Plan, which became
effective January 1, 1994 (the “Globe Pension Plan”) or any successor
retirement plan, “Retirement” shall also mean retirement as defined by the
terms of the Globe Pension Plan or any successor plan.


 


(p)                                 “Specified Employee” means any employee who,
at any time during the 12-month period ending on the identification date, is a “specified
employee” under Code Section 409A, as determined by the Committee or its
delegate. The determination of Specified Employees, including the number and
identity of persons considered Specified Employees and the identification date,
shall be made by the Committee 


 


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or
its delegate in accordance with the provisions of Code Sections 416(i) and 409A
and the regulations issued thereunder.


 


3.                                      ADMINISTRATION OF
THE PLAN


 


The Plan shall be
administered by the Board or the Committee appointed by it and composed of two
or more directors all of whom shall be Non-Employee Directors. The membership
of the Committee shall be constituted so as to comply at all times with the
applicable requirements of Rule 16b-3, and with the administration requirements
of Section 162(m)(4)(C) of the Code. The Committee shall serve at the
pleasure of the Board and shall have such powers as the Board may from time to
time confer upon it.


 


4.                                      OPTIONS AND
AWARDS UNDER THE PLAN


 


Options, which include “Non-Qualified
Options” and “Incentive Stock Options” or combinations thereof, are rights to
purchase Common Stock. Non-Qualified Options and Incentive Stock Options are
subject to the terms, conditions and restrictions provided in Part I of the
Plan.


 


Awards under the Plan may
include one or more of the following types, either alone or in any combination
thereof: (i) “Stock Awards,” (ii) “Restricted Stock Awards,” (iii) “Retirement
Unit Awards,” (iv) “Annual Performance Awards,” (v) “Performance Awards” or “Other
Awards” and (vi) “Long-Term Performance Awards.”


 


Stock Awards are granted
under Part IIA of the Plan. Restricted Stock Awards are granted under Part IIB
of the Plan. Retirement Unit Awards are granted under Part IIC of the Plan. Annual
Performance Awards are granted under Part IID of the Plan. Performance Awards
or Other Awards are granted under Part IIE of the Plan. Awards are subject to
the terms, conditions and restrictions provided in the respective subparts of
Part II of the Plan. Annual Performance Awards will be based exclusively on the
criteria set forth in Section 27A. Long-Term Performance Awards are granted
under Part IIF of the Plan. Long-Term Performance Awards will be based
exclusively on the criteria set forth in Section 28A.


 


PART I  STOCK OPTIONS


 


5.                                      PURPOSE


 


The purpose of the Stock
Option portion of the Plan is to provide an added incentive for effective
service and high levels of performance to Participants by affording them an
opportunity, under the terms of the Plan, to acquire Common Stock and thereby
to increase their proprietary interest in the continued progress and success of
the Company.


 


6.                                      DETERMINATION OF
OPTIONEES; SHARES SUBJECT TO OPTIONS


 


(a)                                  The
Committee may grant options to purchase Common Stock (“Options”) to
Participants in such amounts as the Committee may determine, subject to the
conditions and limitations set forth in the Plan. Options may be granted in 


 


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combination with Awards
made under the Plan, and Options may be granted to any Participant whether or
not he or she was eligible for, or received, an Award.


 


(b)                                 The
number of shares of Common Stock with respect to which Options may be granted
to any key employee during any calendar year shall not exceed 400,000 (subject
to adjustment as provided in Sections 28 and 29 hereof).


 


(c)                                  There
may be issued under the Plan pursuant to the exercise of Options, an aggregate
of not more than 60,000,000 shares of Common Stock, subject to adjustment as
provided in Sections 28 and 29 hereof. Shares of Common Stock issued pursuant
to Options may be either authorized but unissued shares, treasury shares,
reacquired shares, or any combination thereof. Any shares subject to an Option
which expires without being exercised shall be available for issuance under new
Options.


 


7.                                      OPTION PRICE


 


The exercise price of Common
Stock subject to Options granted pursuant to the Plan shall be the Fair Market
Value thereof at the time the Option is granted. If a Participant owns or is
deemed to be the owner of, by reason of the attribution rules under Section 425(d)
of the Code, more than 10% of the combined voting power of all classes of the
stock of the Company or any subsidiary of the Company and an Option granted to
such Participant is intended to qualify as an Incentive Stock Option within the
meaning of Section 422 of the Code, the option price shall be no less than
110% of the Fair Market Value of the Common Stock on the date the Option is
granted.


 


8.                                      PAYMENT OF OPTION
PRICE


 


The purchase price is to
be paid in full when the Option is exercised and Common Stock will be delivered
only against such payment. Payment of the option price may be made (i) in cash,
(ii) by delivering a properly executed exercise notice to the Company together
with a copy of irrevocable instructions to a broker to deliver promptly to the
Company the amount of sale or loan proceeds to pay the purchase price (or by
otherwise arranging, in a manner satisfactory to the Company, for a broker to
promptly pay the purchase price to the Company), (iii) by delivering to
the Company shares of Common Stock previously owned, or (iv) by any
combination of the foregoing forms, all subject to the approval of the
Committee and to such rules as the Committee may adopt. In determining the
number of shares of Common Stock necessary to be delivered to the Company, such
Common Stock shall be valued at Fair Market Value.


 


9.                                      TYPES OF STOCK
OPTIONS


 


(a)                                  Options
granted under the Plan may be two types, an incentive stock option (“Incentive
Stock Option”) and a non-qualified stock option (“Non-Qualified Option”). It is
intended that Incentive Stock Options granted hereunder shall constitute
incentive stock options within the meaning of Section 422 of the Code. Anything
in the Plan to the contrary notwithstanding, (i) no provision of this Plan 


 


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relating to Incentive
Stock Options shall be interpreted, amended or altered, nor shall any
discretion or authority granted under the Plan be so exercised, so as to
disqualify either the Plan or any Incentive Stock Option granted under such
provisions of the Code, and (ii) no Option designated by the Committee as a Non-Qualified
Option shall constitute an Incentive Stock Option. In furtherance of the
foregoing and not by way of limitation, no Incentive Stock Option shall be
granted to a Participant who is not an employee of The New York Times Company
or one of its subsidiaries.


 


(b)                                 If
the aggregate Fair Market Value of the Common Stock (determined as of the date
of grant) for which any optionee may for the first time exercise Incentive Stock
Options in any calendar year under the Plan and any other stock option plan of
the Company, considered in the aggregate, exceeds $100,000, such excess
Incentive Stock Options will be treated as Non-Qualified Options.


 


10.                               TERMS OF STOCK OPTIONS


 


(a)                                  Each
Option will be for a term of not more than ten years from the date of grant,
except that if a Participant owns or is deemed to be the owner of, by reason of
the attribution rules of Section 425(d) of the Code, more than 10% of the
combined voting power of all classes of stock of the Company or any subsidiary
of the Company and an Incentive Stock Option is granted to such Participant,
the term of such Option shall be no more than five years from the date of
grant.


 


(b)                                 An
Option may not be exercised within one year after the date of grant except in
the case of the death of the optionee or upon termination of active employment
with the Company by reason of the Disability or Retirement of the optionee
during such period; provided, however, that the Committee shall have the
discretion to provide for the immediate exercisability of the Options in such
additional circumstances as the Committee in its discretion shall determine. Thereafter,
an Option shall be exercisable in such installments, if any, as the Committee
may specify, and shall be exercisable during the optionee’s lifetime only by
the optionee (or, if the optionee is disabled, by any guardian or other legal
representative appointed to represent him or her) and, except as provided in
subsections (c) and (d) below, shall not be exercisable by the optionee unless
at the time of exercise such optionee is an employee of the Company.


 


(c)                                  Upon
termination of active employment with the Company by reason of Disability or
Retirement, an optionee (or, if the optionee is disabled, any guardian or legal
representative appointed to represent him or her) may exercise all Options
otherwise exercisable by him or her at the time of such termination of
employment (subject to the provisions of subsection (e) below) until the
expiration thereof. In the event an optionee dies while employed by the Company
or after termination of employment by reason of Disability or Retirement, the
person who acquired the right to exercise his or her Options by reason of the
death of the optionee, as provided in Section 30 hereof, may exercise such
Options otherwise exercisable at the time of death (subject to the provisions
of 


 


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subsection (e) below) at
any time until the expiration thereof.


 


(d)                                 Upon
termination of employment with the Company for any reason other than death,
Retirement or Disability, the optionee may exercise all Options otherwise
exercisable by him or her at the time of such termination of employment for an
additional one year after such termination of employment. Upon termination of
employment with the Company as a result of the sale or other disposition of a
subsidiary or division of the Company, management shall have the discretion to
extend the period the optionee may exercise all Options, otherwise exercisable
by him or her for an additional one year after such termination of employment
as described above, up to an additional two years (for a maximum period of
three years) after such termination of employment. In the event of a
termination as described in the preceding sentence, the one-year period
referred to in the following sentences in this Section 10(d) shall be extended
accordingly. In the event such optionee dies within such one-year period, the
person who acquired the right to exercise his or her Options by reason of the
death of the optionee, as provided in Section 30 hereof, may exercise such
Options at any time within the period of the greater of (i) the remainder of
the one-year period described in the foregoing sentence, or (ii) three months
from the date of the optionee’s death. For purposes of this Section 10(d), in
the event that any optionee is rehired by the Company within one year of such
optionee’s termination of employment with the Company, such optionee shall be
deemed not to have terminated employment for purposes of determining the
expiration date of all unexpired non-qualified stock options held by such
individual on the date of rehire, with the effect that such options shall
continue to be exercisable at any time until the expiration thereof (subject to
the terms thereof and the provisions of this Section 10).


 


(e)                                  Notwithstanding
any of the foregoing, no Option shall be exercisable in whole or in part after
the expiration date provided in the Option. In the event of the death of the
optionee while employed by the Company, or the Disability or Retirement of the
optionee, the Committee shall have the discretion to provide for the
acceleration of the exercisability of Options exercisable over a period of time,
or alternatively, to provide for all or any part of such Options to continue to
become exercisable in such installments as originally specified by the
Committee, or such revised installments as specified by the Committee at the
time of termination of employment (but in no event beyond the original
expiration date), in either case subject to such conditions as determined by
the Committee in its discretion.


 


(f)                                    No
Option shall be transferable otherwise than by will or by the laws of descent
and distribution. Notwithstanding the foregoing sentence, the Committee may
determine that Options granted to a Participant or a specified group of
Participants may be transferred by the Participant to one or more members of
the Participant’s immediate family, to a partnership or limited liability
company whose only partners or members are members of the Participant’s
immediate family, or to a trust established by the Participant for the benefit
of one or more members of the Participant’s immediate family; provided, however,
that no Incentive Stock 


 


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Options may become
transferable if inconsistent with Section 422 of the Code, unless the
Participant consents. For this purpose, “immediate family” means the
Participant’s spouse, parents, children (including adopted and step-children),
grandchildren and the spouses of such parents, children (including adopted and
step-children) and grandchildren. A transferee described in this subsection may
not further transfer an Option. An Option transferred pursuant to this
subsection shall remain subject to the provisions of the Plan and shall be
subject to such other rules as the Committee shall determine.


 


11.                               OPTION AGREEMENTS


 


In consideration of any
Options granted to a Participant under the Plan, if requested by the Committee,
such Participant shall enter into an Option Agreement with the Company
providing such other terms as the Committee may deem advisable.


 


PART II  AWARDS


 


12.                               FORM OF AWARDS


 


The Award portion of the
Plan is designed to provide incentives for Participants by the making of awards
of supplemental compensation (“Awards”). The Committee, subject to the terms
and conditions hereof, may make Awards to a Participant in any one, or in any
combination, of the following forms:


 


(a)                                  Common
Stock as provided in Part IIA of the Plan (“Stock Awards”);


 


(b)                                 Restricted
Stock as provided in Part IIB of the Plan (“Restricted Stock Awards”);


 


(c)                                  Retirement
Units as provided in Part IIC of the Plan (“Retirement Unit Awards”);


 


(d)                                 Annual
Performance Awards as provided in Part IID of the Plan (“Annual Performance
Awards”);


 


(e)                                  Performance
Awards (“Performance Awards”) or other forms of Awards (“Other Awards”), as
provided in Part IIE of the Plan; and


 


(f)                                    Long-Term
Performance Awards as provided in Part IIF of the Plan (“Long-Term Performance
Awards”).


 


Awards may be made to a
Participant whether or not he or she is receiving an Option grant under Part I
of the Plan for the year and whether or not he or she receives an award under
the Cash Plan. Awards will be based on a Participant’s performance in those
areas for which the Participant is directly responsible. Performance for this
purpose may be measured by the achievement of specific management goals such
as, but not limited to, an increase in earnings or the operating cash flow of
the Company, outstanding initiative or achievement in any department of the
Company, or any other standards specified by the Committee. Annual Performance 


 


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Awards will be based
exclusively on the criteria set forth in Section 27A. Long-Term Performance
Awards will be based exclusively on the criteria set forth in Section 28A.


 


13.                               MAXIMUM AMOUNT AVAILABLE
FOR THE ACCRUAL OF AWARDS UNDER PART II OF THE PLAN FOR ANY YEAR


 


(a)                                  No
accrual for Awards shall be made hereunder (or under the Cash Plan) for any
year unless cash dividends of not less than five cents ($.05) per share
(subject to adjustment as provided in Sections 28 and 29 hereof) have been
declared on the outstanding Class A and Class B Common Stock of the Company
during such year.


 


(b)                                 In
the event that the above condition is met for any year during the continuance
of this Plan, the maximum aggregate amount that may be accrued for Awards under
the Plan and the Cash Plan for such year shall be 4% of Income Before Income
Taxes. The Committee, in its sole discretion, may make adjustments in Income
Before Income Taxes to take account of extraordinary, unusual or infrequently
occurring events and transactions, changes in accounting principles that
substantially affect the foregoing, or such other circumstances as the
Committee may determine warrant such adjustment.


 


(c)                                  As
soon as feasible after the close of each year, the independent certified public
accountants of the Company shall report the maximum amount that may be accrued
for Awards for such year under the formula described in Section 13(b), subject
to the second sentence of such Section.


 


(d)                                 If
amounts are accrued in any year under the formula described in this Section 13
and are not awarded in full in such year under the Plan and the Cash Plan, such
unawarded amounts may, in the discretion of the Committee, be carried forward
and be available for Awards under the Plan and under the Cash Plan in any future
year without regard to the provisions of Sections 13(a) or (b) of the Plan
applicable to Awards made in such year.


 


(e)                                  Awards
under the Plan for any year may not exceed the sum of (i) the amount accrued
for such year under Section 13(b) above, plus (ii) unawarded accrued
amounts carried forward from previous years under Section 13(d) above, plus
(iii) amounts that may become available for Awards pursuant to the last
sentence of Sections 15(c) and 27A hereof, minus (x) the amount of interest or
dividend equivalents set aside during such year pursuant to Sections 15(c) and
27A hereof and the amount of dividend equivalents allocated to Retirement Unit
Accounts during such year pursuant to Section 24 hereof, and minus (y) the
amount of awards made for such year under the Cash Plan (and any interest
equivalents allocated during such year pursuant to Section 10(b), 11(f) and
12(b) thereof). For this purpose, the amount of Awards of Common Stock under
the Plan shall be based on the Fair Market Value of the Common Stock subject to
Awards as of the date of grant of such Awards.


 


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(f)                                    Subject
to Sections 28 and 29 hereof, the aggregate number of shares of Common Stock
for which Stock, Restricted Stock, Retirement Units, Annual Performance Awards,
and Performance and Other Awards may be made under the Plan shall not exceed
2,000,000 shares, which shall be treasury shares reserved for issuance of
Awards under the Plan. Shares of Common Stock subject to, but not issued under,
any deferred Award which has been discontinued by the Committee pursuant to the
provisions hereof or any Restricted Stock which is forfeited by any Participant
shall again be available for Awards under the Plan.


 


14.                               DETERMINATION OF AWARDS
AND PARTICIPANTS


 


(a)                                  As
promptly as practicable after the end of each year, the Committee may make
Awards (other than Annual Performance Awards and Long-Term Performance Awards,
which are to be made exclusively as set forth in Sections 27A and 28A,
respectively) for such year and determine the amounts to be carried forward for
Awards in future years. The Committee may also, in its discretion, make Awards
(other than Annual Performance Awards and Long-Term Performance Awards, which
are to be made exclusively as set forth in Sections 27A and 28A, respectively)
prior to the end of the year based on the amounts available under clauses (ii)
and (iii) of Section 13(e) and reasonable estimates of the accrual for the year
in question.


 


(b)                                 The
Committee shall have absolute discretion to determine the key employees who are
to receive Awards (other than Annual Performance Awards, which are to be made
exclusively as set forth in Sections 27A and 28A, respectively) under the Plan
for any year and to determine the amount of such Awards based on such criteria
and factors as the Committee in its sole discretion may determine, such as the
Company’s operating cash flow and overall financial performance. Recommendations
as to the key employees who are to receive Awards (including Annual Performance
Awards and Long-Term Performance Awards) under the Plan for any year and as to
the amount and form of such Awards shall, however, be made to the Committee by
the chief executive officer of the Company. The fact that an employee is
selected as eligible for an Award shall not mean, however, that such employee
will necessarily receive an Award.


 


(c)                                  A
person whose employment terminates during the year or who is granted a leave of
absence during the year may, in the discretion of the Committee and under such
rules as the Committee may from time to time prescribe, be given an Award with
respect to the period of such person’s service during such year.


 


15.                               METHOD AND TIME OF
PAYMENT OF AWARDS


 


(a)                                  Awards
shall be paid in full as soon as practicable after the Award is made; provided,
however, that the payment of Annual Performance Awards and Long-Term
Performance Awards shall be subject to the provisions of Sections 27A and 28A,
respectively, and provided further, that the payment of any or all Awards may
be deferred, divided into annual installments, or made subject to 


 


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such other conditions as
the Committee in its sole discretion may authorize under such rules and
regulations as may be adopted from time to time by the Committee.


 


(b)                                 The
Committee’s rules and regulations may include procedures by which a Participant
expresses a preference to the Committee as to the form of Award or method of
payment of an Award, but the final determination as to the form and the terms
and conditions of any Award shall rest solely with the Committee.


 


(c)                                  Awards
deferred under the Plan shall become payable to the Participant or, in the
event of the Participant’s death, as specified in Section 30 hereof, in such
manner, at such time or times (which may be either before or after Retirement
or other termination of service), and subject to such conditions as the
Committee in its sole discretion shall determine. In any year the Committee
shall have the discretion to set aside, for payment in such year or any future
year, interest on any deferred Award payable partly in cash, and amounts
equivalent to dividends on any deferred Award payable wholly or partly in
stock; provided, however, that the total amount of such interest and dividend
equivalents shall be deducted from the maximum amount available for Awards
under Section 13(e) of the Plan. Any forfeited deferred Awards (including any
forfeited stock at its Award value) shall be carried forward and be available
for Awards in any future year without regard to the provisions of Sections
13(a) or (b) of the Plan.


 


16.                               INDIVIDUAL AGREEMENTS


 


(a)                                  The
Committee may in its discretion require that each Participant receiving an
Award enter into an agreement with the Company which shall contain such terms
and conditions as the Committee in its discretion may require.


 


(b)                                 The
Committee may cancel any unexpired, unpaid or deferred Award at any time if the
Participant is not in compliance with all applicable provisions of the
agreement referred to above, if any, and the Plan.


 


17.                               STATUS OF PARTICIPANTS


 


No Participant in this Plan
shall be deemed to be a stockholder of the Company, or to have any interest in
any stock or any specific assets of the Company by reason of the fact that
deferred Stock Awards, Retirement Unit Awards, Annual Performance Awards,
Long-Term Performance Awards, Performance Awards, Other Awards or dollar
credits are to be recorded as being held for such Participant’s account to be
paid in installments in the future. The interest of all Participants shall
derive from and be determined solely by the terms and provisions of the Plan
set forth herein.


 


18.                               [INTENTIONALLY LEFT
BLANK]


 


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PART IIA  STOCK AWARDS


 


19.                               DETERMINATION OF STOCK
AWARDS


 


(a)                                  Each
year the Committee shall designate those Participants who shall receive Stock
Awards under this part of the Plan. Stock Awards may be granted under this part
of the Plan only in lieu of cash salary or bonuses. Stock Awards are made in
the form of grants of Common Stock, which may be delivered immediately, in
installments or on a deferred date, as the Committee, in its discretion, may
provide.


 


(b)                                 If
the Committee determines that some portion of a Stock Award to a Participant shall
be treated as a deferred Stock Award and payable in annual or other periodic
installments, then the Participant will be notified in writing at the time such
Stock Award is made when such deferred Stock Awards shall be paid and over what
period of time. As soon as feasible after the granting of such a Stock Award,
there shall be reserved out of the treasury shares of the Company, a number
(which may include a fraction) of shares of Common Stock equal to the number of
shares of Common Stock so awarded. At the discretion of the Committee there may
also be allocated or credited to each Participant a dollar amount equal to the
cash dividends declared and paid by the Company on its Common Stock which the
Participant would have received had such Participant been the owner of the
number of shares of any Common Stock deferred for future payment. Any amounts
provided for pursuant to the preceding sentence shall become payable in such
manner, at such time or times, and subject to such conditions (which may
include provision for an amount equivalent to interest on such dividend
equivalents at rates fixed by the Committee) as the Committee in its sole
discretion shall determine; provided, however, that (i) the time and condition
for payment shall be provided in writing to the Participant at the time the
Stock Award is made, and (ii) the total value of such dividend equivalents (and
any interest thereon) shall be deducted from the amount available for Awards
under the provisions of Section 13(e) of the Plan. The Committee in its
discretion may make appropriate equitable adjustments to such deferred Stock
Award to account for any dividends of property (other than cash) declared and
paid by the Company on its Common Stock, or to account for any other event
described in Sections 28 and 29 hereof.


 


PART IIB  RESTRICTED STOCK AWARDS


 


20.                               DETERMINATION OF
RESTRICTED STOCK AWARDS


 


Each year the Committee
shall designate the Participants who shall receive Restricted Stock Awards. Shares
awarded under this part of the Plan, while subject to the restrictions
hereinafter set forth, are referred to as “Restricted Stock.”


 


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21.                               TERMS OF RESTRICTED
STOCK AWARDS


 


Any Award of Restricted
Stock shall be subject to the following terms and conditions and to any other
terms and conditions not inconsistent with the Plan as shall be prescribed by
the Committee in its sole discretion and which may be contained in the
agreement, if any, referred to in Section 16 above (or in any amendment thereto):


 


(a)                                  DELIVERY
OF RESTRICTED STOCK. Unless otherwise determined by the Committee, the Company
shall transfer treasury shares to each Participant to whom an Award of
Restricted Stock has been made equal to the number of shares of Restricted
Stock specified in the Award, and may either (i) hold the certificates
representing such shares of Restricted Stock for the Participant or (ii) take
other steps to restrict the Participant’s ability to transfer such shares, in
either case, for the period of time during which such shares shall remain
subject to the restrictions set forth in the Award (the “Restricted Period”). Shares
of Restricted Stock may not be sold, assigned, transferred, pledged,
hypothecated or otherwise encumbered by a Participant during the Restricted
Period, except as hereinafter provided. Except for the restrictions set forth
herein and unless otherwise determined by the Committee, a Participant shall
have all the rights of a stockholder with respect to the shares of Restricted
Stock comprising his or her Award, including, but not limited to, the right to
vote and the right to receive dividends (which if in shares of Common Stock
shall be Restricted Stock under the same terms and conditions).


 


(b)                                 RESTRICTED
PERIOD. The Restricted Period shall commence upon the date of the Award (which
unless otherwise specified by the Committee shall be the date the Restricted
Stock is transferred to the Participant) and, unless sooner terminated as
otherwise provided herein, shall continue for such period of time as specified
by the Committee in the Award. The Restricted Period for Restricted Stock shall
be at least (i) one year in the case of Restricted Stock having restrictions
based on performance-based criteria and (ii) three years in the case of
Restricted Stock having restrictions based solely on the passage of time. The
terms of any Award of Restricted Stock, or the Committee at any time, may
provide for the earlier termination of the Restricted Stock Period in the case
of, and only in the case of, the death, Disability or Retirement of the
Participant.


 


(c)                                  LEGEND.
If certificates are issued in respect of shares of Restricted Stock transferred
or issued to a Participant under an Award registered in the name of the
Participant, such certificate shall bear the following (or a similar) legend:


 


“THIS CERTIFICATE AND THE
SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS
CONTAINED IN THE NEW YORK TIMES COMPANY 1991 EXECUTIVE STOCK INCENTIVE PLAN
(THE “PLAN”) APPLICABLE TO RESTRICTED STOCK AND TO THE RESTRICTED STOCK
AGREEMENT DATED (THE “AGREEMENT”), AND MAY NOT BE SOLD, PLEDGED, TRANSFERRED,
ASSIGNED, HYPOTHECATED, OR OTHERWISE DISPOSED OF OR 


 


12

















 


ENCUMBERED IN ANY MANNER
DURING THE RESTRICTED PERIOD SPECIFIED IN SUCH AGREEMENT. COPIES OF SUCH PLAN
AND AGREEMENT ARE ON FILE WITH THE SECRETARY OF THE COMPANY.”


 


(d)                                 DEATH
OR DISABILITY. Unless the Committee shall otherwise determine in the Award, if
a Participant ceases to be employed by the Company by reason of death or
Disability, the Restricted Period covering all shares of Restricted Stock
transferred or issued to such Participant under the Plan shall immediately
lapse.


 


(e)                                  RETIREMENT.
Unless the Committee shall otherwise determine in the Award, the Restricted
Period covering all shares of Restricted Stock transferred to a Participant
under the Plan shall immediately lapse upon such Participant’s Retirement,
whether early or not.


 


(f)                                    TERMINATION
OF EMPLOYMENT. Unless the Committee shall otherwise determine in the Award or
otherwise determine at or after the date of grant, if a Participant ceases to
be employed by the Company other than due to a condition described in Sections
21(d) or (e) above, all shares of Restricted Stock owned by such Participant
for which the Restricted Period has not lapsed shall revert back to the Company
upon such termination. Authorized leave of absence or absence in military
service shall constitute employment for the purposes of this Section 21(f).
Whether absence in government service may constitute employment for the
purposes of the Plan shall be conclusively determined by the Committee.


 


(g)                                 WAIVER
OF FORFEITURE PROVISIONS. The Committee, in its sole and absolute discretion,
may waive the forfeiture provisions in respect of all or some of the Restricted
Stock awarded to a Participant.


 


(h)                                 LAPSE
OF RESTRICTED PERIOD. Upon the lapse of the Restricted Period with respect to
any shares of Restricted Stock, such shares shall no longer be subject to the
restrictions imposed in the Award and shall no longer be considered Restricted
Stock for the purposes of the Award and the Plan, and the Company shall take
all appropriate steps to effect the foregoing.


 


PART IIC  RETIREMENT
UNIT AWARDS


 


22.                               DETERMINATION OF
RETIREMENT UNIT AWARDS


 


Each
year the Committee shall designate those Participants who shall receive
Retirement Unit Awards under the Plan. The Company shall create and maintain
appropriate records of account for each Participant which shall be designated
as the Participant’s Retirement Unit Account.


 


23.                               CREDITS TO RETIREMENT
UNIT ACCOUNTS


 


The
Committee shall allocate to each Participant selected to receive a Retirement
Unit 


 


13

















 


Award for that
year such dollar amount as the Committee shall determine, taking into account
the value of the Participant’s services to the Company. Such dollar amount
shall thereupon be converted into Retirement Units or fractions of Units and
credited to each such Participant’s Retirement Unit Account in a number equal
to the quotient obtained by dividing such allocated dollar amount by the Fair
Market Value of one share of Common Stock as of the date the allocation is
made.


 


24.                               DIVIDEND CREDITS


 


At the discretion of the
Committee there may also be allocated in each year to each Participant a dollar
amount equal to the cash dividends declared and paid by the Company on the
Common Stock which the Participant would have received had such Participant
been the owner of the number of shares of Common Stock equal to the number of
the whole Retirement Units (but not fractional Units) credited to the
Participant’s Retirement Unit Account; provided, however, that the total value
of such dividend equivalents shall be deducted from the amount available for
Awards under Section 13 of the Plan. The dollar amounts allocated shall be
converted into and credited to the Participant’s Retirement Unit Account as
Retirement Units or fractions thereof as set forth in Section 23 above as of
the date on which such dividends were paid by the Company. No interest shall be
paid on the dollar amount so allocated to the Retirement Unit Account of any
Participant. The Committee in its discretion may make appropriate equitable
adjustments to such Retirement Unit Accounts to account for any dividends of
property (other than cash) declared and paid by the Company on its Common
Stock, or to account for any other event described in Sections 28 and 29
hereof.


 


25.                               RESERVATION OF STOCK AND
ACCOUNTING RECORDS


 


The Company shall keep
records of the Participant’s Retirement Unit Account. At the time of any
allocation to a Participant’s account under Sections 23 or 24 hereof, there
shall be reserved out of treasury shares of the Company a number (which may
include a fraction) of shares of Common Stock equal to the number of Units or
fraction thereof so allocated.


 


26.                               MATURITY AND PAYMENT
AFTER MATURITY


 


(a)                                  The
Retirement Unit Account of each Participant shall mature upon such Participant’s
death, Retirement or other separation from service.


 


(b)                                 Except
as determined by the Committee at the time a Retirement Unit Award is made,
after maturity, the Company shall deliver to the Participant (or in the event
of the death of the Participant, as specified in Section 30 hereof) in ten
approximately equal annual installments, shares of Common Stock equal in the
aggregate to the number of Retirement Units credited to the Participant’s
Retirement Unit Account. Any fraction of a Unit credited to the Participant’s
account at maturity shall be paid in cash with the first installment, the
fractional Unit being converted into cash at the Fair Market Value of the
Common Stock on such first payment date. The first such installment shall be
paid within 90 days after maturity.


 


14

















 


(c)                                  Notwithstanding
the preceding, as required by Code Section 409A, no amount shall be delivered
on account of Retirement or other separation from service (but not on account
of death) to a Participant who is a Specified Employee on the date of
separation from service before the date which is 6 months after the date of the
Participant’s separation from service. The
Committee shall have discretion to provide for the payment of an amount
equivalent to interest, at such rate or rates fixed by the Committee, on any
delayed payment. The accumulated postponed amount, with interest for the period
of delay if applicable, shall be paid to the Participant in a lump sum payment
on the 10th day after the end of the six-month period. Payment of the
accumulated postponed amount (and interest, if applicable) shall be treated as
made on the specified date if the payment is made at such date or a later date
within the same calendar year, or if later, by the 15th day of the third month
following the specified date (provided the Participant may not, directly or
indirectly, designate the year of payment).


 


If
the Participant dies during the postponement period prior to the payment of
postponed amount, the amounts withheld on account of Code Section 409A shall be
paid as specified in Section 30 hereof within 90 days of the date of
Participant’s death.


 


(d)                                 So long as Retirement Units remain credited
to the Retirement Unit Account of a Participant subsequent to maturity, such
account shall be credited with the dollar amount allocated to the account as
dividends as provided for in Section 24 hereof. Any dollar amount so credited
may be paid in cash with the next succeeding annual installment made under
Section 26(b) above, or in such manner, at such time or times, and subject to
such conditions as the Committee in its sole discretion shall determine;
provided, however, that in the case of any dollar amount credited to an account
after maturity in respect of a dividend declared prior to maturity, such dollar
amounts shall be converted to Retirement Units as of the date of payment and
the remaining installments of Common Stock shall be increased accordingly.


 


PART IID  ANNUAL PERFORMANCE AWARDS


 


27A.                      DETERMINATION OF ANNUAL
PERFORMANCE AWARDS


 


(a)                                  GENERAL. Each
year the Committee may make Annual Performance Awards under this part of the
Plan; provided that no Participant may be eligible to receive an Annual
Performance Award hereunder and under the Cash Plan in the same year.


 


(b)                                 CERTAIN
DEFINITIONS. For the purposes of this Section 27A, the following terms shall
have the meanings specified:


 


15

















 


“Affected Officers” shall mean those executive
officers of the Company whose compensation is required to be disclosed in the Company’s
annual proxy statement relating to the election of directors.


 


“Code Section 162(m)” shall mean Section 162(m)
of the Code (or any successor provision), and “Regulations” shall mean the
regulations promulgated thereunder, as from time to time in effect.


 


“Eligible Participants” shall have the meaning set
forth in subsection (c) below.


 


“Performance Adjustment” means, for any year, a
factor ranging from 0% to 200%, based upon the achievement of Performance Goal
Targets established by the Committee, that, when multiplied by an Eligible
Participant’s Target Award, determines the amount of such Eligible Participant’s
Annual Performance Award for such year.


 


“Performance Goal” means, for any year, the
business criteria selected by the Committee to measure the performance during
such year of the Company (or of a division, subsidiary or group thereof) from
one or more of the following:


 


(i)                                    earnings per share of the Company for the
year;


 


(ii)                                 net income of the Company for the year;


 


(iii)                              return on assets of the Company for the year (net income of the Company
for the year divided by average total assets during such year);


 


(iv)                             return on stockholder’s equity of the Company for the year (net income
of the Company for the year divided by average stockholder’s equity during such
year);


 


(v)                                 operating profit or operating margins of the
Company or of a division, subsidiary or group thereof for the year;


 


(vi)                              cash flow of the Company or of a division, subsidiary or group thereof
for the year;


 


(vii)                           increase in shareholder value as determined at the end of each year;


 


(viii)                        revenue growth of the Company or of a
division, subsidiary or group thereof for the year; and


 


(ix)                                improved use of capital and/or assets of the
Company or of a division, subsidiary or group thereof for the year.


 


“Performance Goal Target” means, for any Performance Goal, the levels
of performance during a year under such Performance Goal established by the
Committee to determine the Performance Adjustment to an Eligible Participant’s
Target Award for such year.


 


16

















 


“Target Award” means, for any year, with respect to an
Eligible Participant, the dollar amount set by the Committee that, when
multiplied by the applicable Performance Adjustment, determines the dollar
amount of such Eligible Participant’s Annual Performance Award.


 


(c)                                  ELIGIBILITY. Annual Performance Awards are
available each year only to Plan Participants who are designated by the
Committee, prior to March 31 of such year (or prior to such later date as
permitted by Code Section 162(m) and the Regulations), as likely to be Affected
Officers for such year, whose annual salary and bonus for such year are
expected to exceed $1,000,000 and who are not designated by the Committee as
eligible for an annual performance award under the Cash Plan for such year (“Eligible
Participants”).


 


(d)                                 DETERMINATION OF ANNUAL PERFORMANCE AWARDS. Prior
to March 31 of each year (or prior to such later date as permitted by Code
Section 162(m) and the Regulations), the Committee will determine the Eligible
Participants for such year, will designate those Eligible Participants who will
be entitled to earn an Annual Performance Award for such year under this Plan,
and will establish for each such Eligible Participant for such year: (i) a
Target Award, (ii) one or more Performance Goals, and (iii) for each such
Performance Goal, a Performance Goal Target, the method by which achievement
thereof will be measured and a schedule of Performance Adjustment factors corresponding
to varying levels of Performance Goal Target achievement. In the event more
than one Performance Goal is established for any Eligible Participant, the
Committee shall at the same time establish the weighting of each such
Performance Goal in determining such Eligible Participant’s Annual Performance
Award. Notwithstanding anything in this Section 27A to the contrary, the Annual
Performance Award payable to any Eligible Participant in any year may not
exceed $3.0 million.


 


(e)                                  PAYMENT OF ANNUAL PERFORMANCE AWARDS. Subject
to subsection (f) below, provided the Committee certifies the extent to which
the Performance Goal Target or Targets under the Performance Goal or Goals have
been met or exceeded, Annual Performance Awards will be paid by March 15 after
the end of the year to which they relate, unless administratively impossible to
do so. In the discretion of the Committee, an Annual Performance Award may be
paid in cash, shares of Common Stock, shares of Restricted Stock (subject to
the provisions of Section 21 hereof), Retirement Units (subject to the
provisions of Sections 23-26 hereof) or any combination thereof. For this
purpose, shares of Common Stock shall be valued at Fair Market Value, and
Restricted Stock and Retirement Units shall be deemed to have a value equal to
the Fair Market Value of the underlying Common Stock, in each case as of the
date of the Committee’s determination to pay such Annual Performance Award in
such form or forms. If permitted by the Regulations and Code Section 162(m),
the Committee may determine to pay a portion of an Annual Performance Award in
December of the year to which it relates. The Committee may not increase the
amount of an Annual Performance 


 


17

















 


Award
that would otherwise be payable upon achievement of the Performance
Target or Targets, but it may reduce any Eligible Participant’s Annual
Performance Award in its discretion. Subject to Section 14(c) above, no Annual
Performance Award will be payable to any Eligible Participant who is not an
employee of the Company on the last day of the year to which such Annual
Performance Award relates.


 


(f)                                    DEFERRAL
OF ANNUAL PERFORMANCE AWARDS. If the Committee determines that some portion of
an Annual Performance Award to an Eligible Participant shall be treated as a
deferred Annual Performance Award and be payable in annual or other periodic
installments, the Eligible Participant will be notified in writing at the time
such Annual Performance Award is made when such deferred Annual Performance
Award shall be paid and over what period of time. A deferred Award in the form
of shares of Common Stock shall be subject to the provisions of Section 19(b)
hereof. In the case of a deferred Award in the form of cash, the Committee shall
have the discretion to provide for the payment of an amount equivalent to
interest, at such rate or rates fixed by the Committee, on such deferred cash
Annual Performance Award. Any amounts provided for pursuant to the preceding
sentence shall become payable in such a manner, at such time or times, and
subject to such conditions as the Committee shall in its sole discretion
determine; provided, however, that (i) the time and condition for payment shall
be provided in writing to the Participant at the time the Annual Performance
Award is made, and (ii) the total amount of such interest shall be deducted
from the maximum amount available for Awards under the formula described in
Section 13 of the Plan.


 


(g)                                 CODE
SECTION 162(m). It is the intent of the Company that Annual Performance Awards
satisfy, and this Section 27A be interpreted in a manner that satisfies, the
applicable requirements of Code Section 162(m) and the Regulations so that the
Company’s tax deduction for Annual Performance Awards to Affected Officers is
not disallowed in whole or in part by operation of Code Section 162(m). If any
provision of this Plan or of any Annual Performance Award would otherwise
frustrate or conflict with such intent, that provision shall be interpreted and
deemed amended so as to avoid such conflict. To the extent of any
irreconcilable conflict with such intent, such provision shall be deemed void
as applicable to Eligible Participants.


 


(h)                                 CODE SECTION 409A. To the extent necessary to
comply with Code Section 409A, no amount shall be delivered with respect to an
Annual Performance Award as a result of separation from service to an
Eligible Participant who is a Specified Employee on the date of separation from
service before the date which is 6 months after the date of the Eligible
Participant’s separation from service. The
Committee shall have discretion to provide for the payment of an amount
equivalent to interest, at such rate or rates fixed by the Committee, on any
delayed payment. The accumulated postponed amount, with interest for the period
of delay if applicable, shall be paid to the Eligible Participant in a lump sum



 


18

















 


payment
on the 10th day after the end of the six-month period. Payment of the
accumulated postponed amount (and interest, if applicable) shall be treated as
made on the specified date if the payment is made at such date or a later date
within the same calendar year, or if later, by the 15th day of the third month
following the specified date (provided the Eligible Participant may not,
directly or indirectly, designate the year of payment).


 


If
the Eligible Participant dies during the postponement period prior to the
payment of postponed amount, the amounts withheld on account of Code Section
409A shall be paid as specified in Section 30 hereof within 90 days of the date
of Eligible Participant’s death.


 


PART IIE  PERFORMANCE OR OTHER AWARDS


 


27.                               DETERMINATION OF
PERFORMANCE AND OTHER AWARDS


 


(a)                                  Each
year the Committee in its sole discretion may authorize other forms of Awards
such as, but not limited to, Performance Awards, if the Committee deems it
appropriate to do so in order to further the purposes of the Plan.


 


(b)                                 A
“Performance Award” shall mean an Award which entitles the Participant to receive
Common Stock, Restricted Stock, Retirement Units, Options under Part I of the
Plan or other compensation (which may include cash), or any combination
thereof, in an amount which depends upon the financial performance of the
Company during a stated period of more than one year. Performance for this
purpose may be measured by the growth in book value of the Common Stock, an
increase in per share earnings of the Company, an increase in operating cash
flow, or any other indicators specified by the Committee. The Committee shall
also fix the period during which such performance is to be measured, the value
of a Performance Award for purposes of providing for the accrual pursuant to
Section 13 of the Plan and the form of payment to be made in respect of the Performance
Award.


 


PART IIF  LONG-TERM PERFORMANCE AWARDS


 


28A.                      DETERMINATION OF LONG-TERM
PERFORMANCE AWARDS


 


(a)                                  GENERAL.
Each year the Committee shall designate those Participants who shall be
eligible to receive Long-Term Performance Awards under this part of the Plan.


 


(b)                                 CERTAIN
DEFINITIONS. For purposes of this Section 28A, the following terms shall have
the meanings specified:


 


19

















 


“Code
Section 162(m)”
shall mean Section 162(m) of the Internal Revenue Code of 1986, as amended (or
any successor provision), and “Regulations” shall mean the regulations
promulgated thereunder, as from time to time in effect.


 


“Eligible
Participants”
shall mean certain key business leaders and senior management of the Company as
determined in the discretion of the Committee.


 


“Long-Term
Performance Goal” means,
for any Performance Period, the business criteria selected by the Committee to
measure the performance during such Performance Period of the Company (or of a
division, subsidiary or group thereof) from one or more of the following:


 


(x)                                 earnings
per share of the Company for the Performance Period;


 


(xi)                              net
income of the Company for the Performance Period;


 


(xii)                           return on assets of the
Company for the Performance Period (net income of the Company for the
Performance Period divided by average total assets for such Performance
Period);


 


(xiii)                        return on stockholder’s equity
of the Company for the Performance Period (net income of the Company for the
Performance Period divided by average stockholder’s equity for such Performance
Period);


 


(xiv)                       operating profit or operating
margins of the Company or of a division, subsidiary or group thereof for the
Performance Period;


 


(xv)                          cash
flow of the Company or of a division, subsidiary or group thereof for the
Performance Period;


 


(xvi)                       increase in shareholder value as
determined at the end of the Performance Period;


 


(xvii)                    revenue growth of the Company or of
a division, subsidiary or group thereof for the Performance Period; and


 


(xviii)                 improved use of capital and/or assets
of the Company or of a division, subsidiary or group thereof for the
Performance Period.


 


“Long-Term
Performance Goal Target” means, for any Long-Term Performance Goal, the levels of performance
during a Performance Period under such Long-Term Performance Goal established
by the Committee to determine an Eligible Participant’s maximum Long-Term
Performance Award.


 


“Performance
Period” means the
period in excess of one year commencing on January 1 of the year in which the
Committee makes the Long-Term Performance Award to an Eligible Participant.


 


(c)                                  ELIGIBILITY.
Long-Term Performance Awards are available each year to Eligible 


 


20

















 


Participants who are
designated by the Committee, prior to March 31 of such year (or prior to such
later date as permitted by Code Section 162(m) and the Regulations).


 


(d)                                 DETERMINATION
OF LONG-TERM PERFORMANCE AWARDS. Prior to March 31 of each year (or prior to
such later date as permitted by Code Section 162(m) and the Regulations), the
Committee will designate the Eligible Participants who will be entitled to earn
a Long-Term Performance Award for such Performance Period under this Plan, and
will establish for each such Eligible Participant for such Performance Period
(i) one or more Long-Term Performance Goals, and (ii) for each such Long-Term
Performance Goal, a Long-Term Performance Goal Target and the method by which
achievement thereof will be measured. In the event that more than one Long-Term
Performance Goal is established for any Eligible Participant, the Committee
shall at the same time establish the weighting of each such Long-Term
Performance Goal in determining such Eligible Participant’s Long-Term
Performance Award. Notwithstanding anything in this Section 28A to the
contrary, the Long-Term Performance Award payable to any Eligible Participant
in any Performance Period may not exceed $3.0 million.


 


(e)                                  PAYMENT
OF LONG TERM PERFORMANCE AWARDS. Subject to subsection (g) below, provided the
Committee certifies the extent to which the Long-Term Performance Goal Target
or Targets under the Long-Term Performance Goal or Goals have been met or
exceeded, Long-Term Performance Awards will be paid in cash by March 15 after
the end of the year in which the Performance Period ends, unless
administratively impossible to do so. If permitted by the Regulations and Code
Section 162(m), the Committee may determine to pay a portion of a Long-Term
Performance Award in December of the last year of the Performance Period to
which it relates. The Committee may not increase the amount of a Long-Term
Performance Award that would otherwise be payable upon the achievement of the
Long-Term Performance Goal Target or Targets, but it may reduce any Eligible
Participant’s Long-Term Performance Award in its discretion. Subject to
Sections 14(c) and 28A(g), no Long-Term Performance Award will be payable to
any Eligible Participant who is not an employee of the Company on the last day
of the Performance Period to which such Long-Term Performance Award relates.


 


(f)                                    TERMINATION
OF EMPLOYMENT BECAUSE OF DEATH, DISABILITY OR RETIREMENT. In the event that an
Eligible Participant terminates employment because of death, Disability or
Retirement, such Eligible Participant, or in the event of death such person as
determined in accordance with Section 30, shall be paid a pro rata portion of
such Eligible Participant’s Long-Term Performance Award that would otherwise be
payable upon the achievement of the Long-Term Performance Goal Target or
Targets had the Participant continued employment until the end of the
Performance Period. Such pro rata Long-Term Performance Award shall not be paid
until the end of the Performance Period to which such Long-Term Award relates.


 


(g)                                 DEFERRAL
AND ALTERNATIVE FORM OF PAYMENT OF LONG-TERM PERFORMANCE AWARDS. If the
Committee determines that some portion of a Long-Term Performance Award to an
Eligible Participant shall be treated as a deferred Long-Term Performance Award
and payable in annual or other periodic installments, the 


 


21

















 


Eligible Participant will
be notified in writing at the time such Long-Term Performance Award is made
when such deferred Long-Term Performance Award shall be paid and over what
period of time. The Committee shall have the discretion to provide for the
payment of an amount equivalent to interest, at such rate or rates fixed by the
Committee, on any deferred Long-Term Performance Award. Any amounts provided
for pursuant to the preceding sentence shall become payable in such manner, at
such time or times, and subject to such conditions as the Committee shall in
its sole discretion determine; provided, however, that (i) the time and
condition for payment shall be provided in writing to the Eligible Participant
at the time the Long-Term Performance Award is made, and (ii) the total amount
of such interest shall be deducted from the maximum amount available for Awards
under the formula described in Section 5 of the Plan. Furthermore, the
Committee may, in its sole discretion, determine that such Long-Term
Performance Award shall be paid in shares of Common Stock or in the form of
Retirement Units (subject to the provisions of Sections 23-26 hereof). For this
purpose, shares of Common Stock shall be valued at Fair Market Value, and
Retirement Units shall be deemed to have a value equal to the Fair Market Value
of the underlying Common Stock, in each case as of the date of the Committee’s
determination to pay such Long-Term Performance Award in such form.


 


(h)                                 CODE
SECTION 162(m). It is the intent of the Company that Long-Term Performance
Awards satisfy, and this Section 28A be interpreted in a manner that satisfies,
the applicable requirement of Code Section 162(m) and the Regulations so that
the Company’s tax deduction for Long-Term Performance Awards to Eligible
Participants is not disallowed in whole or in part by operation of Code Section
162(m). If any provision of this Plan or of any Long-Term Performance Award
would otherwise frustrate or conflict with such intent, that provision shall be
interpreted and deemed amended so as to avoid such conflict. To the extent of
any irreconcilable conflict with such intent, such provision shall be deemed
void as applicable to any Participant whose compensation is subject to Code
Section 162(m).


 


(i)                                     CODE SECTION 409A. To the extent necessary to
comply with Code Section 409A, no amount shall be delivered with respect to a
Long-Term Performance Award as a result of separation from service to an
Eligible Participant who is a Specified Employee on the date of separation from
service before the date which is 6 months after the date of the Eligible
Participant’s separation from service. The Committee shall have discretion to
provide for the payment of an amount equivalent to interest, at such rate or
rates fixed by the Committee, on any delayed payment. The accumulated postponed
amount, with interest for the period of delay if applicable, shall be paid to
the Eligible Participant in a lump sum payment on the 10th day after the end of
the six-month period. Payment of the accumulated postponed amount (and
interest, if applicable) shall be treated as made on the specified date if the
payment is made at such date or a later date within the same calendar year, or
if later, by the 15th day of the third month following the specified date
(provided the Eligible Participant may not, directly or indirectly, designate
the year of payment).


 


If
the Eligible Participant dies during the postponement period prior to the
payment of 


 


22

















 


postponed
amount, the amounts withheld on account of Code Section 409A shall be paid as
specified in Section 30 hereof within 90 days of the date of Eligible
Participant’s death.


 


PART
III  GENERAL PROVISIONS


 


28.                               STOCK DIVIDEND OR STOCK
SPLIT


 


If at any time the Company
shall take any action whether by stock dividend, stock split, combination of
shares, or otherwise, which results in a proportionate increase or decrease in
the number of shares of Common Stock theretofore issued and outstanding, (i)
the number of shares of Common Stock then subject to deferred Awards, credited
to Retirement Unit Accounts (matured or unmatured) or set aside for Performance
or Other Awards, (ii) the number of outstanding Options, the number of shares
of Common Stock for which such Options are exercisable and the exercise price
thereof, (iii) the number of shares of Common Stock reserved for Awards, (iv)
the number of shares of Common Stock reserved for Options, and (v) the maximum
number of shares with respect to which Options may be granted to any key
employee in any calendar year under Section 6(b), shall be increased or
decreased in the same proportion. The Committee shall make an appropriate
equitable adjustment to the provisions of Section 13(a) to take account of such
increase or decrease in issued and outstanding shares. The Committee in its
discretion may make appropriate equitable adjustments respecting deferred Stock
Awards, Retirement Units, Annual Performance Awards, Long-Term Performance
Awards, Performance or Other Awards and outstanding Options to take account of
a dividend by the Company of property other than cash. All such adjustments
shall be made by the Committee whose determination shall be conclusive and
binding upon all Participants and any person claiming under or through any
Participant.


 


29.                               RECLASSIFICATION OR
MERGER


 


If
at any time the Company reclassifies or otherwise changes its issued and
outstanding Common Stock (other than in par value) or the Company and one or
more corporations merge and the Company is the surviving corporation of such
merger, then each Stock Award, Retirement Unit (matured or unmatured), Annual
Performance Award, Performance or Other Award which at the time of such
reclassification or merger is credited as a Stock Award, Retirement Unit,
Annual Performance Award, Long-Term Performance Award, Performance or Other
Award shall thereafter be deemed to be the equivalent of (and all Units
thereafter credited to a Retirement Unit Account shall be computed with
reference to), and outstanding Options shall be exercisable for, the shares of
stock or other securities of the Company which pursuant to the terms of such
reclassification or merger are issued with respect to each share of Common
Stock. The Committee shall also make an appropriate equitable adjustment to the
provisions of Sections 6(b) and 13(a) to take account of such event. All such
adjustments shall be made by the Committee whose determination shall be conclusive
and binding upon all Participants and any person claiming under or through any
Participant.


 


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30.                               NON-ALIENATION OF
BENEFITS


 


Except as herein
specifically provided, no right or unpaid benefit under this Plan shall be
subject to alienation, assignment, pledge or charge and any attempt to
alienate, assign, pledge or charge the same shall be void. If any Participant
or person entitled to the benefits hereunder should attempt to alienate,
assign, pledge or charge any benefit hereunder, then such benefit shall, in the
discretion of the Committee, cease. Notwithstanding the foregoing, rights and
benefits hereunder shall pass by will or the laws of descent and distribution
in the following order: (i) to beneficiaries so designated by the Participant;
if none, then (ii) to a legal representative of the Participant; if none, then
(iii) to the persons entitled thereto as determined by a court of competent
jurisdiction. Awards so passing shall be made at such times and in such manner
as if the Participant were living.


 


31.                               WITHHOLDING OR DEDUCTION
FOR TAXES


 


If at any time specified
herein for the making of any payment or delivery of any Common Stock to any
Participant or beneficiary, any law or regulation of any governmental authority
having jurisdiction in the premises shall require the Company to withhold, or
to make any deduction for, any taxes or take any other action in connection
with the payment or delivery then to be made, such payment or delivery shall be
deferred until such withholding or deduction shall have been provided for by
the Participant or beneficiary, or other appropriate action shall have been
taken. The amount of any such tax shall be computed by the Company in a manner
consistent with applicable law. The Participant or beneficiary may satisfy the
obligation for such withholding or deduction in whole or in part by electing to
deliver shares of Common Stock already owned and having a value (as determined
by Committee rule consistent with applicable law) equal to the amount to be
withheld or deducted.


 


32.                               ADMINISTRATION EXPENSES


 


The entire expense of
administering this Plan shall be borne by the Company.


 


33.                               GENERAL CONDITIONS


 


(a)                                  The
Board in its discretion may from time to time amend, suspend or terminate any
or all of the provisions of this Plan, provided that no change may be made
which would prevent Incentive Stock Options granted under the Plan from being
Incentive Stock Options as described therein without the consent of the optionees
concerned, and further provided that the Board may not make any amendment which
(1) changes the class of persons eligible for Incentive Stock Options, or
(2) increases the total number of shares for which Options may be granted
under Section 6(c), or (3) materially affects the provisions of Sections 13(a)
or (b) of the Plan, or (4) materially increases the benefits accruing to
Participants under the Plan (provided that changes in the vesting and exercise
periods for Options for Participants who leave the Company may be effected by
the Board or the Committee without stockholder approval), or (5) increases the
total number of shares authorized under Section 13(f) for which Awards may be
granted, without the consent and approval of the holders of a majority of the
outstanding shares of 


 


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Class A and Class B
Common Stock of the Company entitled to vote thereon, voting together as one
class. The foregoing provisions shall not be construed to prevent the Committee
from exercising its discretion, or to limit such discretion, to increase the
total number of shares for which Options may be granted under Section 6(b) or
the total number of shares authorized under Section 13(f) for which Awards may
be granted, as expressly permitted by Sections 28 and 29 hereof, or to adjust
the provisions of Sections 13(a) and (b) hereof as expressly permitted by
Sections 13(b), 28 and 29 hereof, or otherwise to exercise any discretion to
the extent expressly authorized hereunder.


 


(b)                                 Nothing
contained in the Plan shall prohibit the Company from establishing incentive
compensation arrangements in addition to this Plan and the Cash Plan. Payments
made under any such separate arrangements shall not be included in or
considered a part of the maximum dollar amount available for Awards under the
Plan and Cash Plan, or number of shares available for Awards or Options under
the Plan, and shall not be charged against the dollar or share amounts
available for Awards under the Plan and Cash Plan or Options under the Plan. In
the discretion of the Committee, employees shall be eligible to participate in
such other arrangements, as well as the Plan and Cash Plan, in the same year.


 


(c)                                  Nothing
in this Plan shall be deemed to limit in any way the right of the Company to
terminate a Participant’s employment with the Company at any time.


 


(d)                                 The
Committee may promulgate rules and regulations relating to the administration
and interpretation of, and procedures under, the Plan. Any decision or action
taken by the Company, the Board or the Committee arising out of or in
connection with the construction, administration, interpretation and effect of
the Plan shall be conclusive and binding upon all Participants and any person
claiming under or through any Participant.


 


(e)                                  No
member of the Board or of the Committee shall be liable for any act or action,
whether of commission or omission, taken by any other member or by any officer,
agent or employee, nor for anything done or omitted to be done by such Director
except in circumstances involving actual bad faith.


 


(f)                                    Notwithstanding
any other provision of this Plan, the Company shall not be obligated to make
any Award, issue any shares of Common Stock, or grant any Option with respect
thereto, unless it is advised by counsel of its selection that it may do so
without violation of the applicable Federal and State laws pertaining to the
issuance of securities, and may require any stock so issued to bear a legend,
may give its transfer agent instructions, and may take such other steps, as in
its judgment are reasonably required to prevent any such violation.


 


(g)                                 It
is the intent of the Company that transactions involving Options or Awards
granted under the Plan be entitled to the exemption from Section 16 of the Exchange
Act provided by Rule 16b-3, that any ambiguities or inconsistencies in
construction of the Plan be interpreted to give effect to such intention and
that if 


 


25

















 


any provision of the Plan
is found not to be in compliance with Rule 16b-3, such provision shall be
deemed null and void to the extent required to permit any such transaction to
comply with Rule 16b-3. The Committee may adopt rules and regulations under,
and amend, the Plan in furtherance of the intent of the foregoing.


 


(h)                                 CODE
SECTION 409A. It is the intent of the Company that, to the extent the Plan as
to any Award constitutes a nonqualified deferred compensation plan within the
meaning of Code Section 409A, the Plan as to such Award be interpreted in a
manner that satisfies the requirements of Code Section 409A. If any provision
of the Plan or of any Award would otherwise frustrate or conflict with such
intent, that provision shall be interpreted and deemed amended so as to avoid
such conflict. Without limiting the foregoing, to the extent the Plan or Award
provides the Committee with the discretion to determine the time or form of
payment of an Award (including any earnings, interest or dividends credit),
and/or defer or accelerate the time of payment of an Award (including any
earnings, interest or dividends credit), the Committee shall exercise such
discretion only at such time and in such manner as complies with Code Section
409A. Notwithstanding anything in the
Plan or any Award to the contrary, distributions of Code Section 409A
nonqualified deferred compensation to be made upon a termination of employment
may only be made upon a Code Section 409A “separation from service” or other event permitted by Code
Section 409A, and in a manner permitted
by Code Section 409A or an
applicable exemption.


 


34.                               TRANSITION


 


Upon the effectiveness of
this Plan, as provided below, and the Cash Plan, such plans replaced the
Company’s Executive Incentive Compensation Plan (“EICP”), except that the EICP
shall continue to govern options and awards of restricted stock outstanding
under the EICP. No further awards will be made under the EICP, and all amounts
accrued for awards under the EICP and unawarded were carried forward and made
available for Awards under the Plan and awards under the Cash Plan. All
unmatured and matured but undistributed retirement units and all performance
awards respecting current performance cycles awarded under the EICP became
Retirement Units and Performance Awards hereunder and any payments or
distributions in respect thereof shall be made hereunder; provided, however,
that the number of shares of Common Stock available for Awards pursuant to
Section 13(f) hereof shall not be reduced by the number of such retirement
units previously awarded under the EICP and paid subsequently under the Plan.


 


35.                               EFFECTIVE DATE;
EXPIRATION


 


The Plan became effective for periods beginning after
January 1, 1991 upon approval by the holders of a majority of the outstanding
shares of Class A and Class B Common Stock of the Company entitled to vote
thereon at the 1991 Annual Meeting of Stockholders, in person or by proxy,
voting together as a single class. No Options may be granted or Awards made
under the Plan after December 31, 2010, or such earlier expiration date as may
be designated by resolution of the Board.


 


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