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EXHIBIT 10.5
THE WASHINGTON POST COMPANY
DEFERRED COMPENSATION PLAN
AMENDED AND RESTATED EFFECTIVE MARCH 9, 2000
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THE WASHINGTON POST COMPANY
DEFERRED COMPENSATION PLAN
Section 1. Purpose. The Washington Post Company Deferred Compensation
Plan (the "Plan") is an unfunded plan established for the purpose of offering a
select group of management and other highly compensated key employees the
opportunity to defer the receipt of compensation payments that would otherwise
become payable to them currently for the periods provided in the Plan.
This Plan is strictly a voluntary undertaking on the part of the Company
and shall not be deemed to constitute a contract of employment or part of a
contract between the Company and any employee or any employee of an Affiliate,
nor shall it be deemed to give any employee the right to be retained in the
employ of the Company or an Affiliate, as the case may be, or to interfere with
the right of the Company or an Affiliate, as the case may be, to discharge any
employee at any time, or to establish the terms and conditions of employment of
any employee.
Benefits from this Plan shall be payable solely from the general assets
of the Company and participants herein shall not be entitled to look to any
source for payment of such benefits other than the general assets of the
Company.
Section 2. Definitions. As used in this Plan, the following words shall
have the following meanings:
(a) "Affiliate" means any corporation (other than the Company) more than
50% of the outstanding stock of which is directly or indirectly owned by the
Company and any unincorporated trade or business which is under common control
with the Company as determined in accordance with Section 414(c) of the Internal
Revenue Code and the regulations thereunder.
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(b) "Annual Incentive Compensation" means any bonus awarded to a
Participant and payable in cash under the Company's Executive Incentive
Compensation Plan or any other annual bonus program maintained by the Company or
an Affiliate.
(c) "Beneficiary" means the person, persons or entity designated in
writing by the Participant to receive his or her Participant Account in the
event of his or her death. If no effective designation of beneficiary is on file
with the Committee, then such amounts that would otherwise be payable to a
Beneficiary will be paid to the surviving spouse of the Participant, or, if
there is no surviving spouse, then to the Participant's estate.
(d) "Committee" means the Compensation Committee of the Board of
Directors.
(e) "Company" means The Washington Post Company, a Delaware corporation,
and any successors in interest thereto.
(f) "Deferred Compensation" means any amounts deferred under this Plan in
accordance with Section 3.
(g) "Designated Deferral Period" means one of the following periods as
selected by the Participant with respect to his or her Deferred Compensation for
the particular Plan Year or Short Year: (i) until a specified date in the
future, or (ii) until a date which is the end of the calendar month following
the Participant's termination of employment with the Company or Affiliate, as
the case may be. For purposes of this section, it shall not be considered a
termination of employment when a Participant is granted a military or personal
leave of absence by the Company or when a Participant is transferred from the
Company to any Affiliate. Notwithstanding the foregoing, a Participant may not
defer receipt of his or her Deferred Compensation beyond the later of (i) the
first of the calendar month following his or her 65th birthday, or (ii) the
first of the calendar month following the Participant's termination of
employment with the Company or Affiliate, as the case may be.
(h) "Effective Date" means November 15, 1996.
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(i) "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.
(j) "Investment Election" means an election filed by the Participant
selecting the investment credit factor(s) that will be applicable to the
Participant's Account. The Committee shall determine the manner in which
Investment Elections may be made and the frequency with which such elections may
be prospectively changed.
(k) "Long-Term Incentive Compensation" means any bonus awarded to a
Participant and payable in cash under the Performance Unit provisions of the
Company's Long-Term Incentive Plan or another special long-term incentive
compensation plan maintained by the Company or an Affiliate that provides the
opportunity for a cash bonus payment at the end of a specified period (minimum 2
years) based on the attainment of specific performance goals.
(l) "Participant" means an employee of the Company or an Affiliate
recommended by the Company's senior management and designated a participant in
this Plan by the Committee, who is within the category of a select group of
management or highly compensated employees as referred to in Sections 201(a)(2),
301(a)(3) and 401(a)(1) of ERISA for any Plan Year and who is a participant in
the Company's Annual Incentive Compensation Plan or any other formal annual
incentive program maintained by the Company or an Affiliate.
(m) "Participant Account" means a separate account representing the value
of a Participant's Deferred Compensation with respect to any Plan Year or Short
Year. A Participant may have more than one Participant Account, reflecting
separate year deferral elections.
(n) "Payout Period" means either (i) a lump sum or (ii) a series of
annual installments, which may not be less than 2 nor more than 10, over which
the Participant's Account shall be paid.
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(o) "Plan Year" means a calendar year.
(p) "Short Year" means (I) the remainder of the calendar year following
the Effective Date of this Plan and (ii) the remainder of the calendar year
following the date an employee first becomes a Participant in this Plan if other
than the beginning of a calendar year.
(q) "Specified Amount" means the portion of the Participant's Annual
Incentive Compensation and/or Long-Term Incentive Compensation for a particular
Plan Year or Short Year which the Participant elects in writing to defer
hereunder, provided that such amount shall not be less than $10,000.
Section 3. Deferral Elections.
(a) Subject to the limitations described below, each Participant may
elect to have the payment of a Specified Amount of his or her Annual Incentive
Compensation and/or Long-Term Incentive Compensation deferred pursuant to this
Plan for the Designated Deferral Period. A deferral election will be applicable
to the Plan Year or Short Year for which it is designated and will apply only to
Annual Incentive Compensation or Long-Term Incentive Compensation otherwise
first payable by the Company after the date the election is filed with the
Committee.
(b) A deferral election must be an irrevocable written election on a form
prescribed by the Committee, made within a period specified by the Committee
before any Plan Year but in no event later than the last day of the calendar
year preceding the Plan Year to which the deferral election is applicable. In
the event of a Short Year, the specified period will be no later than 30 days
following initial notification of the employee that he or she has become a
Participant for the Short Year.
(c) Each deferral election shall set forth the Specified Amount of the
Participant's Annual Incentive Compensation or Long-Term Incentive Compensation
for the calendar year covered by the election that the Participant desires to
have deferred, the Designated Deferral Period and the Payout Period. A
Participant may file a change in the
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Designated Deferral Period and/or the Payout Period with respect to his deferral
election provided that such a change is filed with the Committee prior to the
last day of the Plan Year preceding the Plan Year in which payment of the
Participant's Account otherwise would have been made or commenced.
(d) The Committee may, from time to time, set limitations on the amount
of a Participant's Annual Incentive Compensation and/or Long-Term Incentive
Compensation which may be subject to deferral under this Plan, including but not
limited to establishing annual limitations relating to particular employment
positions or levels of Participants and/or compensation levels. Any applicable
limitations will be set forth on the deferral election form relating to the Plan
Year for which such limitations are applicable.
(e) A Participant will be 100% vested in his or her Participant Account
at all times.
Section 4. Treatment of Deferred Amounts.
(a) The Company shall maintain on its books a separate Participant
Account for each Participant who has deferred compensation under this Plan with
respect to any Plan Year or Short Year. The amount of such Deferred Compensation
shall be credited to such Participant's Account on the date or dates during the
calendar year or Short Year on which the Deferred Compensation would have been
payable to the Participant but for the deferral under this Plan.
(b) Each Participant's Account shall be deemed to earn investment credits
reflecting gains or losses with respect to each Plan Year or Short Year in
accordance with the Participant's individual Investment Election. The Committee
shall determine the investment credit factors that will be offered in any Plan
Year. Beginning with the Effective Date, the investment credit factors will be
the equivalent rates of return generated by the investment options offered under
the 401(k) plan maintained by the Company.
(c) In the event a Participant fails to complete a valid Investment
Election, his or her Deferred Compensation will be credited with the investment
credit amounts
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equivalent to the rates of return generated by the money market option under the
Company's 401(k) plan.
(d) The Company will add to (or subtract from) each Participant's Account
the appropriate amounts, in accordance with the Participant's Investment
Election, calculated no less frequently than the last day of each calendar
quarter.
(e) No assets shall be segregated or earmarked in respect of any
Participant Account and no Participant shall have any right to assign, transfer,
or pledge his or her interest, or any portion thereof, in his or her Participant
Account. The Plan and the crediting of accounts hereunder shall not constitute a
trust and shall merely be for the purpose of recording an unsecured contractual
obligation. All amounts payable pursuant to the terms of this Plan shall be paid
from the general assets of the Company.
(f) Until the entire balance in a Participant's Account has been paid in
full, the Company will furnish to each Participant a report, at least annually,
setting forth the credits and debits to each Participant Account and the status
of his or her Account.
Section 5. Payment of Deferred Accounts.
(a) The amount to be paid to a Participant following the expiration of
the Designated Deferral Period with respect to any Participant Account shall be
computed with respect to the current balance of the Account (Deferred
Compensation amount plus and minus cumulative investment Credits) as of the
payment date.
(b) All payments of amounts under this Plan shall be made in cash.
(c) Notwithstanding the Designated Deferral Period or the Payout Period
selected by the Participant, if the employment of a Participant is terminated as
a result of the Participant's death or permanent disability, the entire
Participant Account shall be payable in a lump sum to such Participant (or, in
the case of death, to his or her Beneficiary) as soon as practical but not later
than the end of the calendar quarter following the Participant's death or
permanent disability. A Participant's employment shall be
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deemed to have been terminated as a result of permanent disability in the event
the Participant suffers a physical illness, injury or other impairment in
respect to which the Participant is entitled to receive benefits under the
long-term disability plan maintained by the Company, provided the Participant is
expected to remain on permanent disability for an indefinite period of time.
(d) Notwithstanding any other provision of this Plan to the contrary, the
Committee, in its sole discretion, is empowered to accelerate the payment of a
Participant's Account, without a prepayment penalty, to a Participant for any
reason the Committee may determine to be appropriate. Neither the Company nor
the Committee shall have any obligation to make any such acceleration for any
reason whatsoever.
(e) Notwithstanding any other provisions of this Plan to the contrary,
the Committee shall have the authority to require deferral beyond the expiration
of the designated Deferral Period to the extent necessary to avoid a limitation
on the deductibility by the Company of the deferred amount.
Section 6. Administration.
(a) This Plan shall be administered by the Committee. All decisions and
interpretations of the Committee shall be conclusive and binding on the Company,
its Affiliates and the Participants. The Plan may be amended or terminated by
the Board of Directors of the Company at any time and any Participant may have
his designation as such terminated by the Committee at any time; provided,
however, that no such amendment or termination or change in designation shall
deprive any Participant of any benefits or accruals to the date of such
amendment or termination, nor shall such actions, without the Participant's
consent, adversely affect any Participant's Account up to the date of such
action.
(b) Nothwithstanding any other section of this Plan, if a Participant is
discharged by the Company or an Affiliate because of conduct that the
Participant knew or should have known was detrimental to legitimate interests of
the Company or its Affiliates, dishonesty, fraud, misappropriation of funds or
confidential, secret or proprietary
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information belonging to the Company or an Affiliate or commission of a crime,
such Participant's rights to any benefits under this Plan shall be forfeited;
except that such Participant shall be entitled to receive the lesser of (i) the
current balance of the Participant Account (Deferred Compensation amount plus
and minus cumulative investment credits) or (ii) the aggregate amounts of any
Deferred Compensation in his Participant Account, with investment credits at the
Vanguard money market fund rate of return for the deferral period.
(c) The Company's sole obligation under this Plan is to pay the benefits
provided for herein and neither the Participant nor any other person shall have
any legal or equitable right against the Company, an Affiliate, the Boards of
Directors thereof, the Committee or any officer or employee of the Company or an
Affiliate other than the right against the Company to receive such payments from
the Company provided herein.
(d) The Company shall bear all expenses incurred by it in administering
this Plan.
(e) The Company shall have the right to deduct from any other payments to
be made by the Company to the Participant, any Federal, state or local taxes
required by law to be withheld. To the extent that the Company is required to
withhold any taxes or other amounts from the employee's deferred wages pursuant
to any Federal, state or local law, such amounts shall be taken out of the
portion of the Participant's compensation which is paid currently.
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