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Exhibit 10
THE WASHINGTON POST COMPANY
DEFERRED COMPENSATION PLAN
EFFECTIVE NOVEMBER 15, 1996
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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. 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.
(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 a written election filed by the
Participant selecting the investment credit factor(s) that will be applicable
to the Participant's Account.
(k) "Long-Term Incentive Compensation" means any bonus awarded to
a Participant and payable in cash under the Company's Performance Unit 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.
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(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 Designated Deferral 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.
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(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 six investment
options offered under the 401(k) plan maintained by the Company.
(c) Each Participant must file an Investment Election at the time
he or she first files a deferral election. The Investment Election will
determine the investment credit factors that will be applicable to the Deferred
Compensation in a Participant's Account. A Participant may file a new
Investment Election at any time. The new Investment Election will take effect
on the first day of the Plan Year following its execution and filing. 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
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 as of 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
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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) at the end of the
calendar quarter following the Participant's death or permanent disability. A
Participant's employment shall be 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.
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(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 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 information belonging to the
Company or an Affiliate or commission of a crime, such
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Participant's rights to any benefits under this Plan shall be forfeited; except
that such Participant shall be entitled to receive 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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