EXHIBIT 10.16
GLOBE NEWSPAPER COMPANY, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Globe Newspaper Company, Inc. (the "Company") hereby restates, effective
December 16, 1998, this Executive Supplemental Retirement Plan (the "Plan") for
the benefit of past and present executives of the Company and its affiliates
listed on Exhibits A, B and E (collectively, the "Executives"):
1. Purpose. The purpose of this Plan is to provide supplemental retirement
payments and death payments for the Executives who become entitled to receive
benefits under The New York Times Companies Pension Plan, as in effect from time
to time (the "Retirement Plan"). Capitalized terms used herein shall have the
meanings given them in the Retirement Plan unless otherwise defined in this
Plan.
2. Supplemental Retirement Payments. The Company or an affiliate shall pay
to each Executive listed on Exhibit A who has completed 36 months in this Plan
(or to such person or persons as may at that time be entitled to receive
payments with respect to such an Executive under the Retirement Plan) the amount
by which (a) any benefit that would have been payable under the Retirement Plan
if (i) the expression "1.83-1/3%" in the definition of "Gross Amount" in the
Retirement Plan were changed to "2%," and (ii) clause (c) of the definition of
"Gross Amount" were changed to read "the number of his/her Years of Accrual
Service not in excess of 25 plus, if the Executive had more than 25 Years of
Accrual Service, his/her Additional Earned Service, as defined in Section 2 of
the Supplemental Executive Retirement Plan of Globe Newspaper Company, Inc.,"
and (iii) his/her regular compensation and regular annual bonuses (including any
amounts deferred under The New York Times Company Deferred Compensation Plan)
were included in the calculation of the accrued amount under the Retirement Plan
(except that for purposes of calculating this amount, the period used for
calculating the average monthly rate of compensation will be the 260 consecutive
weeks prior to the normal retirement date under the Retirement Plan or the date
of earlier termination), and (iv) the amount so calculated were payable without
reference to any benefit limits affecting the Executive other than limits on the
Family Death Benefit exceeds (b) the sum of (i) the benefit actually paid from
time to time under the Retirement Plan and (ii) the appropriate offset amount,
as defined in the Retirement Plan. The amount payable with respect to an
Executive who shall have completed less than 36 months in this plan shall be
calculated as set forth in the preceding sentence but excluding therefrom all
service and compensation before the Executive became listed on Exhibit A.
Supplemental retirement payments hereunder shall be made on the same dates and
over the same period as payments under the Retirement Plan are made. The
Additional Earned Service for an Executive who was in Band 3A when last employed
by the Company or an affiliate shall be .5 times the number by which the
Executive's Years of Accrual Service, not to exceed 30, exceed 25 and the
Additional Earned Service for any Executive who was the Publisher or in Band 1
or 2 when last employed, shall be .75 times the number by which the Executive's
Years of Accrual Service, not to exceed 35, exceed 25. Exhibit A shall state the
Band in which each employed Executive is placed.
3. Return to Active Employment Following Commencement of Benefit. In the
event an Executive who has begun to receive a benefit hereunder is reemployed by
the Company or an affiliate and his/her benefit under the Retirement Plan is
suspended, his/her benefit shall be suspended during the period of such
reemployment that benefits under the Retirement Plan are suspended. Upon his/her
subsequent retirement or earlier termination of employment, he/she shall become
entitled to an increased benefit, reduced by the actuarial equivalent of the
payments made to him/her prior to reemployment.
4. Death Payments. The Company shall pay as a death benefit to the
designated beneficiary of an Executive listed on Exhibit B or E the amount, if
any, by which (a) the product of (i) his/her regular annual compensation from
the Company and its affiliates in effect on his/her date of death or his/her
date of earlier retirement, and (ii) the death benefit multiplier specified
below for the status of the Executive at the time of death, exceeds (b) the sum
of (i) the death benefits payable with respect to the Executive under the Globe
Newspaper Life Insurance Trust, and (ii) the death benefits payable to the
Executive's designated beneficiary or beneficiaries under one or more insurance
agreements between the Company and the Executive:
1
Executive's Status
at Date of Death Applicable Multiplier
---------------- ---------------------
(1) Employed by Company and/or death benefit multiplier
its subsidiaries, listed on set opposite name on
Exhibit B and less than Exhibit B
65 years of age
(2) Employed by Company and/or 50% of death benefit
its subsidiaries, listed on multiplier set opposite
on Exhibit B and 65 years name on Exhibit B
of age or older
(3) Retired from employment death benefit multiplier
by Company and its set opposite name on
subsidiaries while listed on Exhibit C
Exhibit B and after the date
36 months prior to Normal
Retirement Date
(4) Employed by Company and/or death benefit multiplier
its subsidiaries, Normal set opposite name on
Retirement Date has not Exhibit D
occurred but taken off
Exhibit B within 36 months
prior to Normal Retirement
Date
(5) Listed on Exhibit E death benefit multiplier
set opposite name on
Exhibit E
For the purpose of this Section 4, "Normal Retirement Date" of an Executive
means the first day of the month coinciding with or next following the first of
the following events (a) his/her 65th birthday or (b) his/her 62nd birthday if
the Executive then would have completed 30 calendar years in each of which the
Executive had 1,000 Hours of Service.
5. Effect on Other Agreements. Nothing in this Plan shall limit the right
of an Executive to receive payments pursuant to any other agreement if such
payments are greater than the supplemental payments contemplated by Sections 2
and 3 of this Plan.
6. Vesting. If an Executive completes 10 years of employment with the
Company and its affiliates, but is removed from Exhibit A before payments begin
under the Retirement Plan, his/her name shall be added to Exhibit E together
with the date on which he/she was removed from Exhibit A and his/her length of
service as of that date, and the amount contemplated by Section 2 shall be paid
to the Executive when such payments begin, subject to forfeiture under Section
7. In that event, the amount payable shall be calculated with regard to
compensation, if any, from the Company and its affiliates after removal from
Exhibit A, but without regard to length of service after that date. If the
Executive fails so to complete 10 years of employment and is so removed, he/she
shall have no benefit under this Plan.
7. Forfeiture. The right of any Executive to a benefit under this Plan
shall be forfeited if the Executive is discharged for gross neglect of duty,
insubordination or serious misconduct. No Executive shall at any time either
during employment or, following his/her retirement, during the period in which
any payments are being made to him/her pursuant to this Plan carry on activities
which, in the opinion of the Company, are plainly detrimental in a material way
to the best interests of the Company or its affiliates. Upon making a
determination that the activities of any Executive are so detrimental, the
Company shall so inform the Executive by written notice. If the Executive shall
not cease and terminate such detrimental activities within 30-day period from
receipt of such written notice, the Company shall have no further obligations
under this Plan, and all payments to and rights and benefits of the
2
Executive, any designated beneficiary or beneficiaries or any contingent
beneficiary hereunder shall immediately cease and terminate and be forfeited and
the Company shall have no further liability hereunder.
8. Unsecured Rights. The rights of each Executive, his/her designated
beneficiary or beneficiaries and any contingent beneficiary shall be solely
those of a general, unsecured creditor of the Company. The Company shall be
under no obligation to set aside or segregate any funds or resources of any kind
to meet any of its obligations hereunder, and no one shall have any rights on
account of this Plan in or to any of the specific funds or resources of the
Company.
9. Amendment; Revision of Exhibits A-E. Effective January 1, 1997, the
ERISA Committee of The New York Times Company ("NYT Co.") Board of Directors
(the "Board Committee"), except insofar as such authority has been delegated by
the Board Committee to the ERISA Management Committee, shall have the power at
any time or times to amend the Plan, acting at a meeting or by consent as
evidenced by a copy of the document amending the Plan executed by the Secretary
of NYT Co., but no amendment shall deprive any Executive of rights vested
pursuant to Section 6. In addition, Exhibits A-E may be replaced at any time by
new Exhibits A-E, changing one or more of the Executives listed thereon, their
pension multipliers or death benefit multipliers, signed and dated by either the
Chief Financial Officer of the Company or the Director of Compensation of the
Company. The most recently executed Exhibits A-E shall control.
IN WITNESS WHEREOF, Globe Newspaper Company, Inc., pursuant to action by
the ERISA Committee of The New York Times Company Board of Directors on December
16, 1998, has caused this restatement to be executed and delivered by its Clerk
as of December 31, 1998.
GLOBE NEWSPAPER COMPANY, INC.
By: /s/ Catherine E. C. Henn
--------------------------------
Catherine E. C. Henn, Clerk
3