Exhibit
10.5


 


THE NEW YORK TIMES COMPANY


DEFERRED
EXECUTIVE COMPENSATION PLAN


 


Effective July 1,
1994


 


 


Amended January 1, 1999


Amended December 8, 1999


Amended Effective January
1, 2001


Amended Effective July 1,
2002


Amended Effective January
1, 2005


Amended Effective January
1, 2008


 

















 


ARTICLE I


 


Introduction


 


1.1                               Purpose
Of Plan


 


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


 


1.2                               Status Of Plan


 


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


 


1.3                               History Of Plan


 


The Plan was first
effective on July 1, 1994.


 


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


 


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


 


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


 


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


 


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


 


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


 


2

















 


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


 


Effective January 1, 2008, the Plan was amended to further
comply with the requirements of Section 409A of the Code.


 


3

















 


ARTICLE
II


 


Definitions


 


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


 


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


 


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


 


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


 


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


 


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


 


4

















 


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


 


	
  (i)

  	
   

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

  
	
   

  	
   

  	
   

  
	
  (ii)

  	
   

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

  
	
   

  	
   

  	
   

  
	
  (iii)

  	
   

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

  
	
   

  	
   

  	
   

  
	
  (iv)

  	
   

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

  



 


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


 


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


 


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


 


2.4                               Company
means The New York Times Company.


 


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


 


5

















 


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


 


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


 


2.7                               Effective
Date means July 1, 1994.


 


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


 


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


 


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


 


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


 


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


 


6

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


2.22                        Trustee
means the trustee or trustees under the Trust.


 


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


 


7

















 


ARTICLE III


 


Participation


 


3.1                               Commencement  Of Participation


 


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


 


3.2                               Continued
Participation


 


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


 


8

















 


ARTICLE
IV


 


Elective
Deferrals


 


4.1                               Elective
Deferrals


 


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


 


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


 


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


 


9

















 


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


 


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


 


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


 


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


 


4.2                               Investment
Election


 


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


 


10

















 


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


 


11

















 


ARTICLE V


 


Accounts


 


5.1                               Accounts


 


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


 


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


 


5.2                               Investments


 


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


 


12
















 


ARTICLE VI


 


Vesting


 


6.1                               Vesting


 


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


 


13

















 


ARTICLE VII


 


Payments


 


7.1                               Election
As To Form Of Payment


 


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


 


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


 


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


 


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


 


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


 


14

















 


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


 


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


 


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


 


7.2                               Extension
Of Deferral Periods


 


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


 


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


 


15

















 


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


 


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


 


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


 


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


 


7.3                               Change
Of Control


 


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


 


7.4                               Termination
Of Employment


 


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


 


16

















 


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


 


7.5                               Death


 


If a Participant dies prior to the complete
distribution of his or her Account, the balance of the Account shall be paid to
the Participant’s designated beneficiary or beneficiaries within 90 days after
the date of the Participant’s death (with the actual payment date within such
90-day period to be determined at the discretion of the Plan Administrator), in
the form set out in the Participant’s distribution elections that were in
effect at the time of his or her death, provided, however, that, with respect
to the portion of the Account attributable to Elective Deferrals for Plan Years
prior to Plan Year 2005 only, the ERISA Management Committee and/or the Plan
Administrator may, in their sole discretion, pay out the balance of such
Participant’s Account in one lump sum.


 


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


 


7.6                               Taxes


 


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


 


ARTICLE VIII


 


Plan Administration


 


8.1                               Plan
Administration And Interpretation.


 


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


 


17

















 


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


 


8.2                               Committee
Powers, Duties, Procedures, Etc.


 


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


 


8.3                               Plan
Administrator’s Duties


 


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


 


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


 


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


 


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


 


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


 


8.4                               Information


 


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


 


18

















 


8.5                               Indemnification
Of Committee And Plan Administrator


 


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


 


19

















 


ARTICLE IX


 


Amendment And Termination


 


9.1                               Amendments


 


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


 


9.2                               Termination
Of Plan


 


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


 


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


 


9.3                               Existing
Rights


 


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


 


20

















 


ARTICLE X


 


Miscellaneous


 


10.1                        No Funding


 


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


 


10.2                        Non-Assignability


 


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


 


10.3                        Limitation
Of Participants’ Rights


 


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


 


10.4                        Participants
Bound


 


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


 


10.5                        Receipt
And Release


 


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


 


21

















 


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


 


10.6                        Governing
Law


 


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


 


10.7                        Headings
And Subheadings


 


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


 


22

















 


APPENDIX A


 


Limit on Elective Deferrals


 


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


 


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


 


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


 


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


 


23

















 


APPENDIX B


 


Valuation Options


 


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


 


1.                                       Fund A: AIM Limited Maturity Treasury


 


2.                                       Fund B: AIM Aggressive Growth


 


3.                                       Fund C: AIM Value


 


4.                                       Fund D: Merrill Lynch Federal Securities


 


5.                                       Fund E: Merrill Lynch Capital


 


6.                                       Fund F: Templeton Foreign


 


7.                                       Fund G: Merrill Lynch Global Allocation


 


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


 


1.                                       Fund A: Vanguard Short Term Federal Fund


 


2.                                       Fund B: Vanguard Total Bond Market Index Fund


 


3.                                       Fund C: Vanguard Asset Allocation Fund


 


4.                                       Fund D: Vanguard Growth and Income Fund


 


5.                                       Fund E: Frank Russell Equity I Fund


 


6.                                       Fund F: Frank Russell Equity II Fund


 


7.                                       Fund G: AIM Aggressive Growth Fund


 


8.                                       Fund H: Putnam International Growth Fund


 


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


 


24

















 


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


 


1.               Fund A:
Vanguard Short Term Federal Fund


 


2.               Fund B:
Vanguard Total Bond Market Index Fund


 


3.               Fund C:
Vanguard Asset Allocation Fund


 


4.               Fund D:
Vanguard Growth and Income Fund


 


5.               Fund E: Frank
Russell Equity I Fund


 


6.               Fund F: Frank
Russell Equity II Fund


 


7.               Fund G: AIM
Aggressive Growth Fund


 


8.               Fund H:
Vanguard International Growth Investment Fund


 


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


 


25

















 


APPENDIX C


 


Plan Administrator And Record Keeper


 


1.1                               Plan
Administrator


 


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


 


1.2                               Recordkeeper


 


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


 


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


 


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


 


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


 


26