THE NEW YORK TIMES COMPANY
1991 EXECUTIVE CASH BONUS PLAN
AS AMENDED
1. NAME AND GENERAL PURPOSE
The name of this plan is The New York Times Company 1991 Executive Cash
Bonus Plan (hereinafter called the "Plan"). The purpose of the Plan is to enable
the Company (as hereinafter defined) to retain and attract executives who
enhance its tradition and contribute to its success by their ability, ingenuity
and industry, and to enable them to participate in the long-term success and
growth of the Company.
2. DEFINITIONS
(a) "Awards"--has the meaning specified in Section 4 hereof.
(b) "Board"--means the Board of Directors of the Company.
(c) "Committee"--means the Committee referred to in Section 3 of the Plan.
If at any time no Committee shall be in office then the functions of the
Committee specified in the Plan shall be exercised by the non-employee members
of the Board.
(d) "Company"--means The New York Times Company, a corporation organized
under the laws of the State of New York (or any successor corporation), and,
unless the context otherwise requires, its subsidiaries (as hereinafter defined)
and other non-corporate entities in which it owns directly or indirectly 20% or
more of the equity interests. A "subsidiary" means any corporation in which the
Company possesses directly or indirectly 50% or more of the combined voting
power of all classes of stock.
(e) "Consolidated Statement of Income"--means the consolidated statement
of income (or any comparable statement, however designated) of the Company,
audited by the independent certified public accountants of the Company and
contained in the Company's annual report to stockholders or proxy statement.
(f) "Income Before Income Taxes"--means the amount designated as Income
Before Income Taxes for the applicable year and shown separately on the
Consolidated Statement of Income for such year.
(g) "Participant"--means a key employee of the Company who is selected by
the Committee to participate in any part of the Plan from among persons who in
the judgment of the Committee are key employees of the Company. In general, key
employees are those employees who have principal responsibility for, or who
contribute substantially to, the management efficiency, editorial achievement or
financial success of the Company. Only employees of The New York Times Company,
its subsidiaries and other non-corporate entities in which it owns directly or
indirectly 40% or more of the equity interests are eligible to participate in
the Plan.
(h) "Stock Plan"--means the Company's 1991 Executive Stock Incentive Plan.
3. ADMINISTRATION OF THE PLAN
The Plan shall be administered by the Board or the Committee appointed by
it and composed of two or more directors who are not employees of the Company.
The Committee shall be constituted so as to enable the Plan to comply with the
administration requirements of Section 162(m)(4)(C) of the Internal Revenue Code
of 1986, as amended. The Committee shall serve at the pleasure of the Board and
shall have such powers as the Board may from time to time confer upon it.
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PART I AWARDS
4. FORM OF AWARDS
The Plan is designed to provide incentives for Participants by the making
of awards of supplemental compensation ("Awards"). The Committee, subject to the
terms and conditions hereof, may make Awards to a Participant in any one, or in
any combination, of the following forms:
(a) Cash Awards as provided in Part IA of the Plan ("Cash Awards");
(b) Annual Performance Awards as provided in Part IB of the Plan
("Annual Performance Awards");
(c) Performance Awards ("Performance Awards") or other forms of
Awards as provided in Part IC of the Plan; and
(d) Long-Term Performance Awards as provided in Part ID of the Plan
("Long-Term Performance Awards").
Awards may be made to a Participant whether or not he or she receives an
award or option under the Stock Plan. Cash Awards, Performance Awards and other
forms of Awards pursuant to Part IC will be based on a Participant's performance
in those areas for which the Participant is directly responsible. Performance
for this purpose may be measured by the achievement of specific management goals
such as, but not limited to, an increase in earnings or the operating cash flow
of the Company, outstanding initiative or achievement in any department of the
Company, or any other standards specified by the Committee. Annual Performance
Awards will be based exclusively on the criteria set forth in Part IB. Long-Term
Performance Awards will be based exclusively on the criteria set forth in Part
ID.
No Award under the Plan is payable in common stock or preferred stock of
the Company.
5. MAXIMUM AMOUNT AVAILABLE FOR THE ACCRUAL OF AWARDS FOR ANY YEAR
(a) No accrual for Awards shall be made hereunder (or under the Stock
Plan) for any year unless cash dividends of not less than ten cents ($.10) per
share (as adjusted as hereafter provided) have been declared on the outstanding
Class A and Class B Common Stock of the Company during such year. If at any time
the Company shall take any action, whether by stock dividend, stock split,
combination of shares, or otherwise, which results in an increase or decrease in
the number of shares of Class A and/or Class B Common Stock theretofore issued
and outstanding, or the Company reclassifies or otherwise changes its issued and
outstanding Class A and/or Class B Common Stock (other than in par value) or the
Company and one or more corporations merge and the Company is the surviving
corporation of such merger, then the Committee shall make an equitable
adjustment to the provisions of this Section 5(a) to take account of such event.
(b) In the event that the above condition is met for any year during the
continuance of this Plan, the maximum aggregate amount that may be accrued for
Awards under the Plan and the Stock Plan for such year shall be 4% of Income
Before Income Taxes. The Committee, in its sole discretion, may make adjustments
in Income Before Income Taxes to take account of extraordinary, unusual or
infrequently occurring events and transactions, changes in accounting principles
that substantially affect the foregoing, or such other circumstances as the
Committee may determine warrant such adjustment.
(c) As soon as feasible after the close of each year, the independent
certified public accountants of the Company shall determine and report the
maximum amount that may be accrued for Awards for such year under the formula
described in Section 5(b), subject to the second sentence of such Section.
(d) If amounts are accrued in any year under the formula described in this
Section 5 and are not awarded in full in such year under the Plan and the Stock
Plan, such unawarded amounts may, in the
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discretion of the Committee, be carried forward and be available for Awards
under this Plan and under the Stock Plan in any future year without regard to
the provisions of Sections 5(a) or (b) of the Plan applicable to Awards made in
such year.
(e) Awards under the Plan for any year may not exceed the sum of (i) the
amount accrued for such year under Section 5(b) above plus (ii) unawarded
accrued amounts carried forward from previous years under Section 5(d) above
plus (iii) amounts that may become available for Awards pursuant to the last
sentence of Section 7(c) hereof, minus (x) the amount of interest equivalents
allocated during such year pursuant to Section 10(b) hereof, and minus (y) the
amount of awards made for such year under the Stock Plan valued as set forth in
Section 13(e) of the Stock Plan (and any interest or dividend equivalents
allocated during such year pursuant to Sections 15(c), 24 and 27A thereof).
6. DETERMINATION OF AWARDS AND PARTICIPANTS
(a) As promptly as practicable after the end of each year, the Committee
may make Awards (other than Annual Performance Awards and Long-Term Performance
Awards, which are to be made exclusively as set forth in Parts IB and ID,
respectively) for such year and determine the amounts to be carried forward for
Awards in future years. The Committee may also, in its discretion, make Awards
(other than Annual Performance Awards and Long-Term Performance Awards, which
are to be made exclusively as set forth in Parts IB and ID, respectively) prior
to the end of the year based on amounts available under clauses (ii) and (iii)
of Section 5(e) and reasonable estimates of the accrual for the year in
question.
(b) The Committee shall have absolute discretion to determine the key
employees who are to receive Awards (other than Annual Performance Awards and
Long-Term Performance Awards, which are to be made exclusively as set forth in
Parts IB and ID, respectively) under the Plan for any year and to determine the
amount of such Awards based on such criteria and factors as the Committee in its
sole discretion may determine, such as the Company's operating cash flow and
overall financial performance. Recommendations as to the key employees who are
to receive Awards (including Annual Performance Awards and Long-Term Performance
Awards) under the Plan for any year and to the amount and form of such Awards
shall, however, be made to the Committee by the chief executive officer of the
Company. The fact that an employee is selected as eligible for an Award shall
not mean, however, that such employee will necessarily receive an Award.
(c) A person whose employment terminates during the year or who is granted
a leave of absence during the year may, in the discretion of the Committee and
under such rules as the Committee may from time to time prescribe, be given an
Award with respect to the period of such person's service during such year.
7. METHOD AND TIME OF PAYMENT OF AWARDS
(a) Awards shall be paid in full as soon as practicable after the Award is
made; provided, however, that payment of Annual Performance Awards and Long-Term
Performance Awards shall be subject to the provisions of Parts IB and ID,
respectively; and provided further, that the payment of any or all Awards may be
deferred, divided into annual installments, or made subject to such other
conditions as the Committee in its sole discretion may authorize under such
rules and regulations as may be adopted from time to time by the Committee.
(b) The Committee's rules and regulations may include procedures by which
a Participant expresses a preference to the Committee as to the form of Award or
method of payment of an Award but the final determination as to the form and the
terms and conditions of any Award shall rest solely with the Committee.
(c) Awards deferred under the Plan shall become payable to the Participant
or, in the event of the Participant's death, as specified in Section 14 hereof,
in such manner, at such time or times (which may be
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either before or after termination of service), and subject to such conditions
as the Committee in its sole discretion shall determine. In any year the
Committee shall have the discretion to set aside, for payment in such year or
any future year, interest on any deferred Award; provided, however, that the
total amount of such interest shall be deducted from the maximum amount
available for Awards under Section 5 of the Plan. Any forfeited deferred Awards
shall be carried forward and be available for Awards in any future year without
regard to the provisions of Sections 5(a) or (b) of the Plan.
8. INDIVIDUAL AGREEMENTS
(a) The Committee may in its discretion require that each Participant
receiving an Award enter into an agreement with the Company which shall contain
such terms and conditions as the Committee may in its discretion request.
(b) The Committee may cancel any unexpired, unpaid or deferred Award at
any time if the Participant is not in compliance with all applicable provisions
of the agreement referred to above, if any, and the Plan.
9. STATUS OF PARTICIPANTS
No Participant in the Plan shall have any interest in any specific assets
of the Company by reason of the fact that deferred Awards are to be recorded as
being held for such Participant's account to be paid in installments in the
future. The interest of all Participants shall derive from and be determined
solely by the terms and provisions of the Plan set forth herein.
PART IA CASH AWARDS
10. DETERMINATION OF CASH AWARDS
(a) Each year the Committee shall designate those Participants who shall
receive Cash Awards under this part of the Plan. Cash Awards may be paid
immediately, in installments or on a deferred date, as the Committee in its
discretion may provide.
(b) If the Committee determines that some portion of a Cash Award to a
Participant shall be treated as a deferred Cash Award and be payable in annual
or other periodic installments, the Participant will be notified in writing when
such deferred Cash Award shall be paid and over what period of time. In each
year the Committee shall have discretion to provide for the payment of an amount
equivalent to interest, at such rate or rates fixed by the Committee, on any
deferred Cash Award. Any amounts provided for pursuant to the preceding sentence
shall become payable in such manner, at such time or times, and subject to such
conditions as the Committee shall in its sole discretion determine; provided,
however, that the total amount of such interest shall be deducted from the
maximum amount available for Awards under the formula described in Section 5 of
the Plan.
PART IB ANNUAL PERFORMANCE AWARDS
11. DETERMINATION OF ANNUAL PERFORMANCE AWARDS
(a) GENERAL. Each year the Committee may make Annual Performance Awards under
this part of the Plan; provided that no Participant may be eligible to receive
an Annual Performance Award hereunder and under the Stock Plan in the same year.
(b) CERTAIN DEFINITIONS. For the purposes of this Part IB, the following terms
shall have the meanings specified:
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"Affected Officers" shall mean those executive officers of the
Company whose compensation is required to be disclosed in the Company's
annual proxy statement relating to the election of directors.
"Code Section 162(m)" shall mean Section 162(m) of the Internal
Revenue Code of 1986, as amended (or any successor provision), and
"Regulations" shall mean the regulations promulgated thereunder, as from
time to time in effect.
"Eligible Participants" shall have the meaning set forth in
subsection (c) below.
"Performance Adjustment" means, for any year, a factor ranging from
0% to 200%, based upon the achievement of Performance Goal Targets
established by the Committee, that, when multiplied by an Eligible
Participant's Target Award, determines the amount of such Eligible
Participant's Annual Performance Award for such year.
"Performance Goal" means, for any year, the business criteria
selected by the Committee to measure the performance during such year of
the Company (or of a division, subsidiary or group thereof) from one or
more of the following:
(i) earnings per share of the Company for the year;
(ii) net income of the Company for the year;
(iii) return on assets of the Company for the year (net income
of the Company for the year divided by average total assets during
such year);
(iv) return on stockholder's equity of the Company for the
year (net income of the Company for the year divided by average
stockholder's equity during such year);
(v) operating profit or operating margins of the Company or of
a division, subsidiary or group thereof for the year;
(vi) cash flow of the Company or of a division, subsidiary or
group thereof for the year;
(vii) increase in shareholder value as determined at the end
of each year;
(viii) revenue growth of the Company or of a division,
subsidiary or group thereof for the year; and
(ix) improved use of capital and/or assets of the Company or
of a division, subsidiary or group thereof for the year.
"Performance Goal Target" means, for any Performance Goal, the
levels of performance during a year under such Performance Goal
established by the Committee to determine the Performance Adjustment to an
Eligible Participant's Target Award for such year.
"Target Award" means, for any year, with respect to an Eligible
Participant, the dollar amount set by the Committee that, when multiplied
by the applicable Performance Adjustment, determines such Eligible
Participant's Annual Performance Award.
(c) ELIGIBILITY. Annual Performance Awards are available each year only to
Plan Participants who are designated by the Committee, prior to March 31 of such
year (or prior to such later date as permitted by Code Section 162(m) and the
Regulations), as likely to be Affected Officers for such year, whose annual
salary and bonus for such year are expected to exceed $1,000,000 and who are not
designated by the Committee as eligible for an Annual Performance Award under
the Stock Plan for such year ("Eligible Participants").
(d) DETERMINATION OF ANNUAL PERFORMANCE AWARDS. Prior to March 31 of each
year (or prior to such later date as permitted by Code Section 162(m) and the
Regulations), the Committee will determine the Eligible Participants for such
year, will designate those Eligible Participants who will be entitled to earn an
Annual Performance Award for such year under this Plan, and will establish for
each such Eligible Participant for such year: (i) a Target Award, (ii) one or
more Performance Goals, and (iii) for each such Performance Goal, a Performance
Goal Target, the method by which achievement thereof will be
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measured and a schedule of Performance Adjustment factors corresponding to
varying levels of Performance Goal Target achievement. In the event more than
one Performance Goal is established for any Eligible Participant, the Committee
shall at the same time establish the weighting of each such Performance Goal in
determining such Eligible Participant's Annual Performance Award.
Notwithstanding anything in this Part IB to the contrary, the Annual Performance
Award payable to any Eligible Participant in any year may not exceed $1.5
million.
(e) PAYMENT OF ANNUAL PERFORMANCE AWARDS. Subject to subsection (f) below,
Annual Performance Awards will be paid in cash as soon as practicable after the
end of the year to which it relates and after the Committee certifies the extent
to which the Performance Goal Target or Targets under the Performance Goal or
Goals have been met or exceeded. If permitted by the Regulations and Code
Section 162(m), the Committee may determine to pay a portion of an Annual
Performance Award in December of the year to which it relates. The Committee may
not increase the amount of an Annual Performance Award that would otherwise be
payable upon achievement of the Performance Target or Targets, but it may reduce
any Eligible Participant's Annual Performance Award in its discretion. Subject
to Section 6(c) above, no Annual Performance Award will be payable to any
Eligible Participant who is not an employee of the Company on the last day of
the year to which such Annual Performance Award relates.
(f) DEFERRAL OF ANNUAL PERFORMANCE AWARDS. If the Committee determines
that some portion of an Annual Performance Award to an Eligible Participant
shall be treated as a deferred Annual Performance Award and be payable in annual
or other periodic installments, the Eligible Participant will be notified in
writing when such deferred Annual Performance Award shall be paid and over what
period of time. In each year the Committee shall have discretion to provide for
the payment of an amount equivalent to interest, at such rate or rates fixed by
the Committee, on any deferred Annual Performance Award. Any amounts provided
for pursuant to the preceding sentence shall become payable in such a manner, at
such time or times, and subject to such conditions as the Committee shall in its
sole discretion determine; provided, however, that the total amount of such
interest shall be deducted from the maximum amount available for Awards under
the formula described in Section 5 of the Plan.
(g) CODE SECTION 162(m). It is the intent of the Company that Annual
Performance Awards satisfy, and this Part IB be interpreted in a manner that
satisfies, the applicable requirements of Code Section 162(m) and the
Regulations so that the Company's tax deduction for Annual Performance Awards to
Affected Officers is not disallowed in whole or in part by operation of Code
Section 162(m). If any provision of this Plan or of any Annual Performance Award
would otherwise frustrate or conflict with such intent, that provision shall be
interpreted and deemed amended so as to avoid such conflict. To the extent of
any irreconcilable conflict with such intent, such provision shall be deemed
void as applicable to Eligible Participants.
PART IC PERFORMANCE AND OTHER AWARDS
12. DETERMINATION OF PERFORMANCE AND OTHER AWARDS
(a) Each year the Committee in its sole discretion may authorize other
forms of Awards such as, but not limited to, Performance Awards, if the
Committee deems it appropriate to do so in order to further the purposes of the
Plan.
(b) A "Performance Award" shall mean an Award which entitles the
Participant to receive cash or other compensation, or any combination thereof,
in an amount which depends upon the financial performance of the Company during
a stated period of more than one year. Performance for this purpose may be
measured by the growth in book value of the common stock of the Company, an
increase in per share earnings of the Company, an increase in operating cash
flow or any other indicators specified by the Committee. The Committee shall
also fix the period during which such performance is to be measured, the
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value of a Performance Award for purposes of providing for the accrual pursuant
to Section 5 of the Plan and the form of payment to be made in respect of the
Performance Award.
PART ID LONG-TERM PERFORMANCE AWARDS
13. DETERMINATION OF LONG-TERM PERFORMANCE AWARDS
(a) GENERAL. Each year the Committee shall designate those Participants
who shall be eligible to receive Long-Term Performance Awards under this part of
the Plan.
(b) CERTAIN DEFINITIONS. For purposes of this Part ID, the following terms
shall have the meanings specified:
"Code Section 162(m)" shall mean Section 162(m) of the Internal
Revenue Code of 1986, as amended (or any successor provision), and
"Regulations" shall mean the regulations promulgated thereunder, as from
time to time in effect.
"Eligible Participants" shall mean certain key business leaders and
senior management of the Company as determined in the discretion of the
Committee.
"Long-Term Performance Goal" means, for any Performance Period, the
business criteria selected by the Committee to measure the performance
during such Performance Period of the Company (or of a division,
subsidiary or group thereof) from one or more of the following:
(i) earnings per share of the Company for the Performance
Period;
(ii) net income of the Company for the Performance Period;
(iii) return on assets of the Company for the Performance
Period (net income of the Company for the Performance Period divided
by average total assets for such Performance Period);
(iv) return on stockholder's equity of the Company for the
Performance Period (net income of the Company for the Performance
Period divided by average stockholder's equity for such Performance
Period);
(v) operating profit or operating margins of the Company or of
a division, subsidiary or group thereof for the Performance Period;
(vi) cash flow of the Company or of a division, subsidiary or
group thereof for the Performance Period;
(vii) increase in shareholder value as determined at the end
of the Performance Period;
(viii) revenue growth of the Company or of a division,
subsidiary or group thereof for the Performance Period; and
(ix) improved use of capital and/or assets of the Company or
of a division, subsidiary or group thereof for the Performance
Period.
"Long-Term Performance Goal Target" means, for any Long-Term
Performance Goal, the levels of performance during a Performance Period
under such Long-Term Performance Goal established by the Committee to
determine an Eligible Participant's maximum Long-Term Performance Award.
"Performance Period" means the period in excess of one year
commencing on January 1 of the year in which the Committee makes the
Long-Term Performance Award to an Eligible Participant.
(c) ELIGIBILITY. Long-Term Performance Awards are available each year to
Eligible Participants who are designated by the Committee, prior to March 31 of
such year (or prior to such later date as permitted by Code Section 162(m) and
the Regulations).
(d) DETERMINATION OF LONG-TERM PERFORMANCE AWARDS. Prior to March 31 of
each year (or prior to such later date as permitted by Code Section 162(m) and
the Regulations), the Committee will designate
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the Eligible Participants who will be entitled to earn a Long-Term Performance
Award for such Performance Period under this Plan, and will establish for each
such Eligible Participant for such Performance Period (i) one or more Long-Term
Performance Goals, and (ii) for each such Long-Term Performance Goal, a
Long-Term Performance Goal Target and the method by which achievement thereof
will be measured. In the event that more than one Long-Term Performance Goal is
established for any Eligible Participant, the Committee shall at the same time
establish the weighting of each such Long-Term Performance Goal in determining
such Eligible Participant's Long-Term Performance Award. Notwithstanding
anything in this Section 13 to the contrary, the Long-Term Performance Award
payable to any Eligible Participant in any Performance Period may not exceed
$1.5 million.
(e) PAYMENT OF LONG-TERM PERFORMANCE AWARDS. Subject to subsection (f)
below, Long-Term Performance Awards will be paid in cash as soon as practicable
after the end of the Performance Period to which it relates and after the
Committee certifies the extent to which the Long-Term Performance Goal Target or
Targets under the Long-Term Performance Goal or Goals have been met or exceeded.
If permitted by the Regulations and Code Section 162(m), the Committee may
determine to pay a portion of a Long-Term Performance Award in December of the
last year of the Performance Period to which it relates. The Committee may not
increase the amount of a Long-Term Performance Award that would otherwise be
payable upon the achievement of the Long-Term Performance Goal Target or
Targets, but it may reduce any Eligible Participant's Long-Term Performance
Award in its discretion. Subject to Sections 6(c) and 13(g), no Long-Term
Performance Award will be payable to any Eligible Participant who is not an
employee of the Company on the last day of the Performance Period to which such
Long-Term Performance Award relates.
(f) DEFERRAL OF LONG-TERM PERFORMANCE AWARDS. If the Committee determines
that some portion of a Long-Term Performance Award to an Eligible Participant
shall be treated as a deferred Long-Term Performance Award and payable in annual
or other periodic installments, the Eligible Participant will be notified in
writing when such deferred Long-Term Performance Award shall be paid and over
what period of time. In each year the Committee shall have the discretion to
provide for the payment of an amount equivalent to interest, at such rate or
rates fixed by the Committee, on any deferred Long-Term Performance Award. Any
amounts provided for pursuant to the preceding sentence shall become payable in
such manner, at such time or times, and subject to such conditions as the
Committee shall in its sole discretion determine; provided, however, that the
total amount of such interest shall be deducted from the maximum amount
available for Awards under the formula described in Section 5 of the Plan.
(g) TERMINATION OF EMPLOYMENT BECAUSE OF DEATH, DISABILITY OR RETIREMENT.
In the event that an Eligible Participant terminates employment because of
death, disability or retirement, such Eligible Participant, or in the event of
death such person as determined in accordance with Section 14, shall be paid a
pro rata portion of such Eligible Participant's Long-Term Performance Award that
would otherwise be payable upon the achievement of the Long-Term Performance
Goal Target or Targets had the Participant continued employment until the end of
the Performance Period. Such pro rata Long-Term Performance Award shall not be
paid until the end of the Performance Period to which such Long-Term Performance
Award relates.
(h) CODE SECTION 162(m). It is the intent of the Company that Long-Term
Performance Awards satisfy, and this Section 13 be interpreted in a manner that
satisfies, the applicable requirement of Code Section 162(m) and the Regulations
so that the Company's tax deduction for Long-Term Performance Awards to Eligible
Participants is not disallowed in whole or in part by operation of Code Section
162(m). If any provision of this Plan or of any Long-Term Performance Award
would otherwise frustrate or conflict with such intent, that provision shall be
interpreted and deemed amended so as to avoid such conflict. To the extent of
any irreconcilable conflict with such intent, such provision shall be deemed
void as applicable to any Participant whose compensation is subject to Code
Section 162(m).
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PART II GENERAL PROVISIONS
14. NON-ALIENATION OF BENEFITS
Except as herein specifically provided, no right or unpaid benefit under
this Plan shall be subject to alienation, assignment, pledge or charge and any
attempt to alienate, assign, pledge or charge the same shall be void. If any
Participant or person entitled to the benefits hereunder should attempt to
alienate, assign, pledge or charge any benefit hereunder, then such benefit
shall, in the discretion of the Committee, cease. Notwithstanding the foregoing,
rights and benefits hereunder shall pass by will or the laws of descent and
distribution in the following order: (i) to beneficiaries so designated by the
Participant; if none, then (ii) to a legal representative of the Participant; if
none, then (iii) to the persons entitled thereto as determined by a court of
competent jurisdiction. Awards so passing shall be made at such times and in
such manner as if the Participant were living.
15. WITHHOLDING OR DEDUCTION FOR TAXES
If at any time specified herein for the making of any payment to any
Participant or beneficiary, any law or regulation of any governmental authority
having jurisdiction in the premises shall require the Company to withhold, or to
make any deduction for, any taxes or take any other action in connection with
the payment then to be made, such payment shall be deferred until such
withholding or deduction shall have been provided for by the Participant or
beneficiary, or other appropriate action shall have been taken.
16. ADMINISTRATION EXPENSES
The entire expense of administering this Plan shall be borne by the
Company.
17. GENERAL CONDITIONS
(a) The Board in its discretion may from time to time amend, suspend or
terminate any or all of the provisions of this Plan, provided that the Board may
not make any amendment which materially affects the provisions of Sections 5(a)
or (b) of the Plan without the consent and approval of the holders of a majority
of the outstanding shares of Class A and Class B Common Stock of the Company
entitled to vote thereon, voting together as one class. The foregoing provisions
shall not be construed to prevent the Committee from exercising its discretion,
or to limit such discretion, to adjust the provisions of Sections 5(a) and (b)
hereof as expressly permitted thereby or otherwise to exercise any discretion to
the extent expressly authorized hereunder.
(b) Nothing contained in the Plan shall prohibit the Company from
establishing incentive compensation arrangements in addition to this Plan and
the Stock Plan. Payments made under any such separate arrangements shall not be
included in or considered a part of the maximum amount available for Awards
under the Plan and Stock Plan and shall not be charged against the amount
available for Awards under the Plan and Stock Plan for any year. In the
discretion of the Committee, employees shall be eligible to participate in such
other arrangements, as well as the Plan and Stock Plan, in the same year.
(c) Nothing in this Plan shall be deemed to limit in any way the right of
the Company to terminate a Participant's employment with the Company at any
time.
(d) The Committee may promulgate rules and regulations relating to the
administration and interpretation of, and procedures under, the Plan. Any
decision or action taken by the Company, the Board or the Committee arising out
of or in connection with the construction, administration, interpretation and
effect of the Plan shall be conclusive and binding upon all Participants and any
person claiming under or through any Participant.
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(e) No member of the Board or of the Committee shall be liable for any act
or action, whether of commission or omission, taken by any other member or by
any officer, agent or employee, nor for anything done or omitted to be done by
such Director except in circumstances involving actual bad faith.
18. TRANSITION
Upon the effectiveness of this Plan, and the Stock Plan, such plans
replaced the Company's Executive Incentive Compensation Plan ("EICP"), except
that the EICP shall continue to govern options and awards of restricted stock
outstanding under the EICP. No further awards will be made under the EICP, and
all amounts accrued for Awards under the EICP and unawarded were carried forward
and made available for Awards under the Plan and Awards under the Stock Plan.
19. EFFECTIVE DATES
The Plan became effective for periods beginning after January 1, 1991 upon
the approval by the holders of a majority of the outstanding shares of Class A
and Class B Common Stock of the Company entitled to vote thereon at the 1991
Annual Meeting, in person or by proxy, voting together as a single class. No
Awards may be granted under the Plan after December 31, 2000, or such earlier
expiration date as may be designated by resolution of the Board.
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