EXHIBIT
10.1


 


THE NEW
YORK TIMES COMPANY


NON-EMPLOYEE
DIRECTORS DEFERRAL PLAN

AS AMENDED THROUGH OCTOBER 11, 2007


 


ARTICLE 1


 


NAME AND
PURPOSE


 


The New York Times
Company (the “Company”) hereby establishes The New York Times Company
Non-Employee Directors Deferral Plan (the “Plan”). The purpose of the Plan is
to provide a means for (i) the elective deferral of the payment of compensation
payable to non-employee directors of the Company and (ii) the payment of a
portion of compensation payable to non-employee directors of the Company in the
form of deferred compensation.


 


ARTICLE 2


 


EFFECTIVE
DATE


 


The Plan is effective as
of September 17, 1997 (the “Effective Date”). The terms of the Plan, as amended
through October 11, 2007, apply to all deferred amounts whether made before or
after October 11, 2007.


 


ARTICLE 3


 


PARTICIPATION


 


Each member of the Board
of Directors of the Company (the “Board”) who is not an employee of the Company
or any subsidiary of the Company may participate in the Plan (each a “Non-Employee
Director”).


 


ARTICLE 4


 


DEFERRAL
ELECTIONS


 


Pursuant to the terms of
the Plan, a Non-Employee Director may make an election to defer a percentage of
(i) the annual retainer fee payable in respect of the Non-Employee Director’s
service on the Board and (ii) the Board meeting fees and committee meeting fees
payable in respect of the Non-Employee Director’s attendance at such meetings
(collectively, “Compensation”). A Non-Employee Director’s deferral election may
apply to one or both of the foregoing categories of Compensation and may range
from 10% to 100% of such Compensation, in 10% gradations, as elected by the
Non-Employee Director. Each initial deferral election and each change to an
existing deferral election shall be made by the submission of an Election Form.
The Election Form shall include: (x) the amount of the deferral, (y) the form
of the deferral (cash or stock), and (z) the form of the distribution (lump-sum
or installment) for the 


 

















 


deferral. Each initial
deferral election and each change to an existing deferral election shall be
made by the submission of an Election Form as follows:


 


(a)   Prior
to December 31st of each year, each Non-Employee Director may submit an
Election Form which will be given effect with respect to Compensation earned by
the Non-Employee Director for the subsequent calendar year.


 


(b)   Each
Non-Employee Director initially elected or appointed to the Board on or after
the December 31  of the previous calendar
year may submit an Election Form no later than thirty (30) calendar days
following the Non-Employee Director’s election or appointment, which Election
Form will be given effect with respect to Compensation earned by the
Non-Employee Director after the submission of the Election Form.


 


(c)   At
any time after the election periods described in subparagraphs (a) and (b)
above, a Non-Employee Director may submit an initial Election Form or a new
Election Form superseding an existing Election Form, in which case such initial
or new Election Form will be given effect with respect to Compensation earned
by the Non-Employee Director for the subsequent calendar year. Any changes to
the form of distribution must be consistent with the provisions of Article 7.


 


ARTICLE 5


 


BENEFICIARY
DESIGNATION


 


Each Non-Employee Director may, at any time, designate one or more
Beneficiaries to receive amounts credited to the Non-Employee Director’s
deferral accounts in the event of the Non-Employee Director’s death. A
Non-Employee Director may make an initial Beneficiary designation, or change an
existing Beneficiary designation, by completing and signing a Beneficiary
Designation Form and submitting it to the Secretary of the Company. Upon
acceptance by the Secretary of the Company of a Non-Employee Director’s
Beneficiary Designation Form, all Beneficiary designations previously filed
shall automatically be canceled.


 


ARTICLE 6


 


MAINTENANCE
OF DEFERRED ACCOUNTS/DISCRETIONARY GRANTS


 


Compensation may be
deferred by a Non-Employee Director under the Plan either in the form of cash
or units of class A common stock of the Company (“Stock”) (but in no event
shall deferrals be made in a combination of cash and Stock). Compensation
deferred by a Non-Employee Director under the Plan shall be credited to record
keeping accounts maintained by the Company in the Non-Employee Director’s name
as follows:


 


(a)   CASH
DEFERRALS. Deferrals made in cash shall be credited to an account (“Cash
Deferral Account”) as of the date on which such Compensation would otherwise
have been paid to the Non-Employee Director. All amounts credited to a
Non-Employee Director’s Cash Deferral Account shall accrue interest from the
time such amounts would otherwise have been paid to 


 


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the Non-Employee Director
until the date that such amounts cease accruing interest in connection with a
distribution pursuant to Article 7. The interest rate shall be reset annually
and shall equal the interest rate payable on one-year U.S. Treasury Bills
auctioned in the first auction of the calendar year; provided  however,
if no one-year U.S. Treasury Bills are being auctioned, such interest rate
shall equal the closing yield on a U.S. Treasury Note with one-year remaining
to maturity as of the first business day of the calendar year. Interest in a
Cash Deferral Account shall be compounded as of the last business day of each
calendar quarter.


 


(b)   STOCK
DEFERRALS. Deferrals made in Stock shall be initially credited in cash to an
account (“Interim Cash Deferral Account”) as of the date on which such Compensation
would otherwise have been paid to the Non-Employee Director. All amounts
credited to a Non-Employee Director’s Interim Cash Deferral Account shall
accrue interest from the time such amounts would otherwise have been paid to
the Non-Employee Director until, as the case may be, the date that such amounts
are credited to the Non-Employee Director’s Stock Deferral Account, as provided
in this paragraph, or the date that such amounts cease accruing interest in
connection with a distribution pursuant to Article 7. Amounts in the Interim
Cash Deferral Account, including interest and Deemed Dividends (as defined
below), shall be credited to an account (the “Stock Deferral Account”) as of
the date of the Company’s Annual Meeting of Stockholders first occurring after
the date on which such amounts were credited to the Interim Cash Deferral
Account. All amounts to be credited to a Non-Employee Director’s Stock Deferral
Account shall be credited using the average closing price of a share of Stock
on the New York Stock Exchange for the 30 trading days prior to the date of
credit. Dividends with respect to any Stock credited to a Non-Employee Director’s
Stock Deferral Account will be credited as cash on the dividend payment date to
the Interim Cash Deferral Account (“Deemed Dividends”) and shall accrue
interest in the same manner as other amounts credited to such account from such
time until such amounts are credited to the Non-Employee Director’s Stock
Deferred Account pursuant to the terms of this paragraph. Interest in an
Interim Cash Deferral Account shall be compounded as of the last business day
of each calendar quarter. The interest rate for the purposes of this paragraph
(b) shall be the rate set forth in paragraph (a) above.


 


On the date of the
Company’s Annual Meeting of Stockholders each year, an amount of Stock,
determined in accordance with the next sentence, may (in the discretion of the
Board) be credited to each Non-Employee Director’s Stock Deferral Account (“Discretionary
Grants”). The amount of Stock, if any, to be credited shall be equal to the
dollar amount, if any, determined by the Board from time to time for this
purpose, divided by the average closing price of a share of Stock on the New
York Stock Exchange for the 30 trading days prior to the date of such Annual
Meeting of Stockholders.


 


ARTICLE 7


 


METHOD OF
DISTRIBUTION OF DEFERRALS


 


No distribution of
deferrals may be made except as provided in this Article 7. All distributions,
whether deferrals are made in cash or Stock, shall be made in cash as provided
hereunder.


 


(a)   CASH
DEFERRALS AND INTERIM CASH DEFERRALS. As described in the following 


 


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sentence, the full amount
credited to a Non-Employee Director’s Cash Deferral Account and Interim Cash Deferral
Account shall be distributed to the Non-Employee Director after the cessation
of the Non-Employee Director’s service on the Board for any reason other than
death. Such distribution shall be made in the form of (i) a lump sum cash
payment made on the 30th day following the end of the month in which the
Non-Employee Director ceases service and shall consist of all amounts credited
to such Non-Employee Director’s Cash Deferral Account and Interim Cash Deferral
Account plus interest accrued through the end of the month in which the
Non-Employee Director ceases service or (ii) substantially equal annual cash
installments over a period of up to ten (10) years, as designated on the
Distribution Election Form submitted by the Non-Employee Director, with each
installment payable as of January 30 of each of the selected number of years and
the first installment payable on the January 30 immediately following the
Non-Employee Director’s cessation from service. Each such cash installment
shall consist of all amounts credited to such Non-Employee Director’s Cash
Deferral Account and Interim Cash Deferral Account, plus interest accrued
through the end of the calendar year prior to the year in which each such cash
installment is paid, divided by the remaining number of years during which the
amounts are to be distributed. If, subsequent to submitting an initial
Distribution Election Form the Non-Employee Director wishes to change the form
of distribution, then (x) a written election to do so must be made at least twelve
months prior to the time the Non-Employee Director ceases service, (y) such
election will not take effect for twelve (12) months of the date of the
election, and (z) if the election does take effect, payments under such
subsequent election may not commence prior to the fifth anniversary of the date
the payment otherwise would have been paid. All distributions under this
paragraph are subject to the terms of paragraph (d) of this Article 7.


 


(b)   STOCK
DEFERRALS. As described in the following sentence, the full amount credited to
a Non-Employee Director’s Stock Deferral Account shall be distributed to the
Non-Employee Director after the cessation of the Non-Employee Director’s
service on the Board for any reason other than death. Such distribution shall be
in the form of (i) a lump sum cash payment made on the 30th day following the
end of the month in which the Non-Employee Director ceases service and shall be
calculated by multiplying the number of units of Stock credited to the
Non-Employee Director’s Stock Deferral Account by the closing price of a share
of Stock on the last business day of the month in which the Non-Employee
Director ceases service, or (ii) substantially equal annual cash installments
over a period of up to ten (10) years, as designated on the Distribution
Election Form submitted by the Non-Employee Director, with each installment
payable as of January 30 of each of the selected number of years and the first
installment payable on the January 30 immediately following the Non-Employee
Director’s cessation from service. Each such installment shall be calculated by
multiplying the number of units of Stock credited to such Non-Employee Director’s
Stock Deferral Account by the closing price of a share of Stock on the last
business day of the calendar year prior to the year in which each such
installment is paid, and dividing the total thereof by the remaining number of
years during which the amounts are to be distributed. If, subsequent to
submitting an initial Distribution Election Form the Non-Employee Director
wishes to change the form of, then (x) a written election to do so must be made
at least twelve months prior to the time the Non-Employee Director ceases
service, (y) such election will not take effect for twelve (12) months of the
date of the election, and (z) if the election does take effect, payments under 


 


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such subsequent election
may not commence prior to the fifth anniversary of the date the payment
otherwise would have been paid. All distributions under this paragraph are
subject to the terms of paragraph (d) of this Article 7.


 


(c)   OTHER.
(i) Notwithstanding the foregoing, at the written request of a Non-Employee
Director, the Nominating & Governance Committee of the Board (in its role
as Plan administrator), may in its sole discretion, accelerate the payment of
amounts credited to the Non-Employee Director’s deferral accounts, upon a
showing of unforeseeable financial emergency by such Non-Employee Director,
taking into account the Non-Employee Director’s other financial resources. Such
distribution shall be made in the form of a lump sum cash payment and shall not
exceed the lesser of (x) the amount necessary to meet the financial need
created by the unforeseeable emergency, plus any taxes reasonably anticipated
as a result of the distribution or (y) all amounts credited to such
Non-Employee Director’s deferral account plus interest accrued through the end
of the month immediately preceding the month in which such request was made.
Amounts distributed shall first be credited against the Non-Employee Director’s
Cash Deferral Account, then against his or her Interim Cash Deferral Account,
and then against his or her Stock Deferral Account (based on the closing price
of a share of Stock on the date the request for distribution is made). For
these purposes, “unforeseeable financial emergency” is a severe financial
hardship resulting from a sudden and unexpected illness or accident of the
Non-Employee Director, the Non-Employee Director’s spouse or the Non-Employee
Director’s dependent, loss of the Non-Employee Director’s property due to
casualty, or other similar extraordinary and unforeseeable circumstances
arising as a result of one or more recent events beyond the control of the
Non-Employee Director. In any event, payment may not be made to the extent such
emergency is or may be relieved: (1) through reimbursement or compensation by
insurance or otherwise; (2) by liquidation of the Non-Employee Director’s
assets, to the extent the liquidation of such assets would not, itself, cause
severe financial hardship; or (3) by cessation of deferrals under the Plan.
Examples of what are not considered to be unforeseeable emergencies include the
need to pay a child’s tuition expenses or the desire to purchase a home.


 


(ii)   In
the event of a Non-Employee Director’s death either before or after the
Non-Employee Director’s cessation from service on the Board, all amounts then
credited to the Non-Employee Director’s Cash Deferral Account, Interim Cash
Deferral Account and Stock Deferral Account shall be distributed to the
Non-Employee Director’s designated Beneficiaries in the form of a lump sum cash
payment within thirty (30) days after the end of the month in which such death
occurred or, if not practicable to pay such amount in the 30-day period, such
amount shall be paid by the end of the taxable year of the Non-Employee
Director in which death occurs (if later than the end of the 30-day period) and
shall consist of all amounts credited to such Non-Employee Director’s deferral
accounts plus any dividend equivalents and interest accrued through the end of
the month in which such death occurred. Stock in a Non-Employee Director’s
Stock Deferral Account shall be valued as of the last business day of the month
in which such death occurred. If the Non-Employee Director has not designated a
Beneficiary or the Non-Employee Director’s designated Beneficiary(ies) do not
survive the Non-Employee Director, the full amount of the Non-Employee Director’s
deferral account shall be paid to the Non-Employee Director’s spouse, or if
there is no spouse, to the Non-Employee Director’s estate. All distributions
under this subparagraph (ii) are 


 


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subject to the terms of
paragraph (d) of this Article 7.


 


(iii)  If
at the time of a Non-Employee Director’s cessation from service on the Board,
he or she is or becomes an employee of the Company, then for purposes
determining the timing of distributions pursuant to this Article 7, such
cessation from service on the Board shall trigger payment to the individual
under the Plan notwithstanding that the individual is or becomes an employee at
such time; provided, however, if immediately prior to such termination he or
she is a “Specified Employee” within the meaning of Section 409A(a)(2)(B) of
the Internal Revenue Code of 1986, as amended, and as determined in accordance
with The New York Times Company 1991 Executive Stock Incentive Plan, no
distribution may be made before the date that is six months after the date of
such cessation from service (or, if earlier than the end of such 6-month
period, the date of death of the Non-Employee Director). The accumulated
postponed amount shall be paid to the Non-Employee Director on the 10th day after
the end of the six month period (or within 10 days after the death of the
Non-Employee Director, if earlier). All distributions under this subparagraph
(iii) are subject to the terms of paragraph (d) of this Article 7.


 


(d)   WHEN
A PAYMENT IS TREATED AS MADE. In accordance with Section 1.409A-3(d) of the
Treasury Regulations, a distribution under this Plan will be treated as made on
the designated payment date if the payment is made (i) 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 date designated in the Plan (provided the Non-Employee
Director may not, directly or indirectly, designate the year of payment), or (ii)
at a date no earlier that 30 days before the designated payment date and the
Non-Employee Director (or, in the event of the death of the Non-Employee
Director, his or her Beneficiary) may not directly or indirectly designate the
taxable year of the payment.


 


ARTICLE 8


 


UNFUNDED
STATUS OF THE PLAN


 


A Non-Employee Director
shall not have any interest in any amount credited to his or her deferral
accounts until it is distributed in accordance with the Plan. Distributions
under the Plan shall be made only from the general assets of the Company. All
amounts deferred under the Plan shall remain the sole property of the Company,
subject to the claims of its general creditors and available for its use for
whatever purposes are desired. With respect to amounts deferred, a Non-Employee
Director is merely a general creditor of the Company; and the obligation of the
Company hereunder is purely contractual and shall not be funded or secured in
any way.


 


ARTICLE 9


 


NON-ALIENABILITY
AND NON-TRANSFERABILITY


 


The rights of a
Non-Employee Director to the payment of amounts credited to his or her deferral
accounts shall not be assigned, transferred, pledged or encumbered or be
subject in any manner to alienation or anticipation. A Non-Employee Director
may not borrow against amounts 


 


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credited to the
Non-Employee Director’s account and such amounts shall not be subject in any
manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, change, garnishment, execution or levy of any kind, whether
voluntary or involuntary, prior to distribution.


 


ARTICLE
10


 


STATEMENT
OF ACCOUNT


 


Statements will be sent
to each Non-Employee Director within thirty (30) days after each year’s Annual
Meeting of Stockholders indicating the balance of the Non-Employee Director’s
accounts as of the end of business on the date of the Annual Meeting (giving
effect to the grants and transfers made as of such date).


 


ARTICLE
11


 


ADMINISTRATION


 


Except with respect to
Discretionary Grants, the Plan is intended to be self-effectuating and does not
require the exercise of discretion by the Company. With respect to the
Discretionary Grants, and otherwise, to the extent necessary, the Nominating
& Governance Committee of the Board shall act as the Plan administrator for
purposes of resolving any ambiguities, claims or disputes arising with respect
to the Plan or any deferrals under the Plan. As such the Nominating &
Governance Committee is authorized to make any rulings and determinations that
it deems to be appropriate and consistent with the terms and intent of the Plan
and all such rulings and determinations shall be final and binding upon all
parties for all purposes. Any member of the Nominating & Governance
Committee making a claim or request to the Nominating & Governance
Committee with respect to his or her rights or interests under the Plan shall
excuse himself or herself from the Nominating & Governance Committee’s
determination with respect to such claim or request.


 


ARTICLE
12


 


AMENDMENT
AND TERMINATION


 


The Plan may, at any
time, be amended, modified or terminated by the Board. No amendment,
modification or termination shall, without the consent of a Non-Employee
Director, adversely affect such Non-Employee Director’s rights with respect to
amounts accrued under his or her deferral account.


 


ARTICLE
13


 


NOTICES


 


All notices and forms to
be submitted to the Company hereunder shall be delivered to the attention of
the Secretary of the Company.


 


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