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
- 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.
- 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 the Employee Retirement Income Security Act of 1974 ("ERISA"), and shall be interpreted and administered to the extent possible in a manner consistent with that intent.
- 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.
Wherever used herein, the following terms have the meanings set forth below, unless a different meaning is clearly required by the context:
- 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.
- Change Of Control means:
- any individual, partnership, corporation (including a business trust), joint stock company, trust, unincorporated association, joint venture or other entity, or a government or any political subdivision or agency thereof (a "Person") (or two or more Persons acting in concert), other than any descendent (or any spouse thereof) of Iphigene Ochs Sulzberger (a "Family Member") or a beneficiary or trustee (as the same may change from time to time) of a trust over 50% of the individual beneficiaries of which are Family Members, acquiring the power to elect a majority of the directors of The New York Times Company (the "Company") in a transaction or series of transactions not approved in advance by a vote of at least three quarters of the Continuing Directors (as defined below); or