EXHIBIT 10.2


 


THE NEW YORK TIMES COMPANY

1991 EXECUTIVE CASH BONUS 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 Cash
Bonus 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 4 hereof.


 


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


 


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


 


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


 


(e)                                  “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
the non-employee members of the Board.


 


(f)                                    “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.


 


(g)                                 “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.


 


(h)                                 “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.


 


(i)                                     “Participant”—means a key employee of the
Company who is selected by the Committee to participate in any part 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.


 

















 


(j)                                     “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.


 


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


 


(l)                                     “Stock Plan”—means the Company’s 1991
Executive Stock Incentive Plan.


 


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 who are not
employees of the Company. The Committee shall be constituted so as to enable
the Plan to comply 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.


 


PART I
AWARDS


 


4.    FORM
OF AWARDS


 


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)                                  Cash Awards as provided in Part IA of the
Plan (“Cash Awards”);


 


(b)                                 Annual Performance Awards as provided in
Part IB of the Plan (“Annual Performance Awards”);


 


(c)                                  Performance Awards (“Performance Awards”)
or other forms of Awards as provided in Part IC of the Plan; and


 


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


 


Awards may be made to a Participant whether or not he
or she receives an award or option under the Stock Plan. Cash Awards,
Performance Awards and other forms of Awards pursuant to Part IC 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 Awards will be based
exclusively on the criteria set forth in Part IB. Long-Term Performance Awards
will be based exclusively on the


 


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criteria set forth in Part ID.


 


No Award under the Plan is payable in common stock or
preferred stock of the Company.


 


5.    MAXIMUM
AMOUNT AVAILABLE FOR THE ACCRUAL OF AWARDS FOR ANY YEAR


 


(a)                                  No accrual for Awards shall be made
hereunder (or under the Stock Plan) for any year unless cash dividends of not
less than ten cents ($.10) per share (as adjusted as hereafter provided) have
been declared on the outstanding Class A and Class B Common Stock of the
Company during such year. If at any time the Company shall take any action,
whether by stock dividend, stock split, combination of shares, or otherwise,
which results in an increase or decrease in the number of shares of Class A
and/or Class B Common Stock theretofore issued and outstanding, or the Company
reclassifies or otherwise changes its issued and outstanding Class A and/or
Class B 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 the Committee shall make an equitable adjustment to the provisions of this
Section 5(a) to take account of such event.


 


(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 Stock 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
determine and report the maximum amount that may be accrued for Awards for such
year under the formula described in Section 5(b), subject to the second
sentence of such Section.


 


(d)                                 If amounts are accrued in any year under
the formula described in this Section 5 and are not awarded in full in such
year under the Plan and the Stock Plan, such unawarded amounts may, in the
discretion of the Committee, be carried forward and be available for Awards
under this Plan and under the Stock Plan in any future year without regard to
the provisions of Sections 5(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 5(b)
above, plus (ii) unawarded accrued amounts carried forward from previous years
under Section 5(d) above, plus (iii) amounts that may become available for
Awards pursuant to the last sentence of Section 7(c) hereof, minus (x) the
amount of interest equivalents allocated during such year pursuant to Section
10(b) hereof, and minus (y) the amount of awards made for such year under the
Stock Plan valued as set forth in Section 13(e) of the Stock Plan (and any
interest or dividend equivalents allocated during such year pursuant to
Sections 15(c), 24 and 27A thereof).


 


6.    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 Parts IB and ID, 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


 


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Long-Term Performance Awards, which are to be made
exclusively as set forth in Parts IB and ID, respectively) prior to the end of
the year based on amounts available under clauses (ii) and (iii) of Section
5(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 and Long-Term Performance Awards, which are to be
made exclusively as set forth in Parts IB and ID, 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 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.


 


7.    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 payment of Annual
Performance Awards and Long-Term Performance Awards shall be subject to the
provisions of Parts IB and ID, respectively; and provided further, that the
payment of any or all Awards may be deferred, divided into annual installments,
or made subject to 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 14 hereof, in such manner, at such time or times (which
may be either before or after 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; provided, however, that the
total amount of such interest shall be deducted from the maximum amount
available for Awards under Section 5 of the Plan. Any forfeited deferred Awards
shall be carried forward and be available for Awards in any future year without
regard to the provisions of Sections 5(a) or (b) of the Plan.


 


8.    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 may
in its discretion request.


 


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(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.


 


9.    STATUS
OF PARTICIPANTS


 


No Participant in the Plan shall have any interest in
any specific assets of the Company by reason of the fact that deferred Awards
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.


 


PART IA
CASH AWARDS


 


10.                               DETERMINATION OF
CASH AWARDS


 


(a)                                  Each year the Committee shall designate
those Participants who shall receive Cash Awards under this part of the Plan. Cash
Awards may be paid 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 Cash Award to a Participant shall be treated as a deferred Cash
Award and be payable in annual or other periodic installments, the Participant
will be notified in writing at the time such Cash Award is made when such
deferred Cash Award shall be paid and over what period of time. 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 deferred Cash
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 conditions for payment shall be provided in writing to
the Participant at the time the Cash Award is granted, 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.


 


(c)                                  Notwithstanding
the preceding, as required by Code Section 409A, no amount shall be delivered
with respect to a deferred Cash Award on account of a separation from service
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 14 hereof within 90 days of the date of Participant’s death.


 


PART IB ANNUAL PERFORMANCE AWARDS


 


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11.                               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 Stock Plan in the same year.


 


(b)                                 CERTAIN DEFINITIONS. For the purposes of
this Part IB, the following terms shall have the meanings specified:


 


“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


 


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Performance Adjustment to an Eligible Participant’s
Target Award for such year.


 


“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 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 Stock 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 Part IB 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. 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 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 6(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 granted when such deferred Annual Performance Award shall be paid and over
what period of time. 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 deferred 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,


 


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however, that (i) the time and conditions for payment
shall be provided in writing to the Participant at the time the Annual
Performance Award is granted, 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.


 


(g)                                 CODE SECTION 162(m). It is the intent of
the Company that Annual Performance Awards satisfy, and this Part IB 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 a deferred 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
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 14 hereof
within 90 days of the date of Eligible Participant’s death.


 


PART IC PERFORMANCE AND OTHER AWARDS


 


12.                               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 cash or other compensation, 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 of
the Company, 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 5 of the Plan and the form of payment to be made in
respect of the Performance Award.


 


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PART ID LONG-TERM PERFORMANCE AWARDS


 


13.                               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
Part ID, the following terms shall have the meanings specified:


 


“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:


 


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


 


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


 


(iii)                         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);


 


(iv)                        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);


 


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


 


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


 


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


 


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


 


(ix)                          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


 


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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 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 13 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 (f) 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 6(c) and 13(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)                                  DEFERRAL 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 Eligible
Participant will be notified in writing at the time such Long-Term Performance
Award is granted 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 conditions for payment shall be provided in writing to the
Participant at the time the Long-Term Performance Award is granted, 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.


 


(g)                                 TERMINATION OF EMPLOYMENT BECAUSE OF
DEATH, DISABILITY OR


 


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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 14, 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 be paid on the 30th day after the
end of the Performance Period to which such Long-Term Performance Award
relates.


 


(h)                                 CODE SECTION 162(m). It is the intent of
the Company that Long-Term Performance Awards satisfy, and this Section 13 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 deferred 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 postponed amount, the amounts
withheld on account of Code Section 409A shall be paid as specified in Section
14 hereof within 90 days of the date of Eligible Participant’s death.


 


PART II GENERAL PROVISIONS


 


14.                               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.


 


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15.                               WITHHOLDING OR
DEDUCTION FOR TAXES


 


If at any time specified herein for the making of any
payment 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 then to be made, such payment 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.


 


16.                               ADMINISTRATION
EXPENSES


 


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


 


17.                               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 the Board may not make any amendment which materially affects the
provisions of Sections 5(a) or (b) of the Plan without the consent and approval
of the holders of a majority of the outstanding shares of 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 adjust the
provisions of Sections 5(a) and (b) hereof as expressly permitted thereby 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 Stock Plan. Payments made under any such separate
arrangements shall not be included in or considered a part of the maximum
amount available for Awards under the Plan and Stock Plan and shall not be
charged against the amount available for Awards under the Plan and Stock Plan
for any year. In the discretion of the Committee, employees shall be eligible
to participate in such other arrangements, as well as the Plan and Stock 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.


 


18.                               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


 


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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 or interest credit), and/or defer or accelerate the
time of payment of an Award (including any earnings or interest 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.


 


19.                               TRANSITION


 


Upon the effectiveness of this Plan, and the Stock
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 Stock Plan.


 


20.                               EFFECTIVE DATES


 


The Plan became
effective for periods beginning after January 1, 1991 upon the 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, in person or by proxy, voting together as a single class. No Awards
may be granted 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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