EXHIBIT 10.20
THE NEW YORK TIMES COMPANY
NON-EMPLOYEE DIRECTORS DEFERRAL PLAN
ARTICLE 1
NAME AND PURPOSE
The New York Times Company (the "Company") hereby establishes The New York
Times Company Non-Employee Directors Deferral Plan (the "Plan"). The purpose of
the Plan is to provide a means for the elective deferral of the payment of
compensation payable to non-employee directors of the Company.
ARTICLE 2
EFFECTIVE DATE
The Plan is effective as of September 17, 1997 (the "Effective Date").
ARTICLE 3
PARTICIPATION
Each member of the Board of Directors of the Company (the "Board") who is
not an employee of the Company or any subsidiary of the Company may participate
in the Plan (each a "Non-Employee Director").
ARTICLE 4
DEFERRAL ELECTIONS
Pursuant to the terms of the Plan, a Non-Employee Director may make an
election to defer a percentage of (i) the annual retainer fee payable in respect
of the Non-Employee Director's service on the Board and (ii) the Board meeting
fees and committee meeting fees payable in respect of the Non-Employee
Director's attendance at such meetings (collectively, "Compensation"). A
Non-Employee Director's deferral election may apply to one or both of the
foregoing categories of Compensation and may range from 10% to 100% of such
Compensation, in 10% gradations, as elected by the Non-Employee Director. Each
initial deferral election and each change to an existing deferral election shall
be made by the submission of an Election Form as follows:
(a) Prior to the Effective Date of the Plan, each Non-Employee Director may
submit an Election Form which will be given effect with respect to
Compensation payable to the Non-Employee Director after the Effective
Date of the Plan.
(b) Each Non-Employee Director initially elected or appointed to the Board
on or after the Effective Date of the Plan may submit an Election Form
prior to the later of thirty (30) calendar days following the
Non-Employee Director's election or appointment or the date on which the
Non-Employee Director receives his or her first payment of Compensation,
which Election Form will be given effect with respect to Compensation
payable after the submission of the Election Form.
(c) At any time after the election periods described in subparagraphs (a)
and (b) above, a Non-Employee Director may submit an initial Election
Form or a new Election Form superseding an existing Election Form, in
which case such initial or new Election Form will be given effect with
respect to Compensation payable after the commencement of the calendar
year immediately following the submission of such Election Form.
ARTICLE 5
BENEFICIARY DESIGNATION
Each Non-Employee Director may, at any time, designate one or more
Beneficiaries to receive amounts credited to the Non-Employee Director's
deferral account in the event of the Non-Employee
Director's death. A Non-Employee Director may make an initial Beneficiary
designation, or change an existing Beneficiary designation, by completing and
signing a Beneficiary Designation Form and submitting it to the Secretary of the
Company. Upon acceptance by the Secretary of the Company of a Non-Employee
Director's Beneficiary Designation Form, all Beneficiary designations previously
filed shall automatically be canceled.
ARTICLE 6
MAINTENANCE OF DEFERRED ACCOUNTS
Compensation may be deferred by a Non-Employee Director under the Plan
either in the form of cash or units of common stock of the Company ("Stock")
(but in no event shall deferrals be made in a combination of cash and Stock).
Compensation deferred by a Non-Employee Director under the Plan shall be
credited to a record keeping account maintained by the Company in the
Non-Employee Director's name as follows:
(a) CASH DEFERRALS. Deferrals made in cash shall be credited to an account
("Cash Deferral Account") as of the date on which such Compensation would
otherwise have been paid to the Non-Employee Director. All amounts
credited to a Non-Employee Director's Cash Deferral Account shall accrue
interest from the time such amounts would otherwise have been paid to the
Non-Employee Director until the date that such amounts cease accruing
interest in connection with a distribution pursuant to Article 7 or
Article 12. The interest rate shall be reset annually and shall equal the
interest rate payable on one-year U.S. Treasury Bills auctioned in the
first auction of the calendar year, compounded as of the last business
day of each calendar quarter.
(b) STOCK DEFERRALS. Deferrals made in Stock shall be credited to an account
("Stock Deferral Account") as of the last day of the calendar quarter in
which such Compensation would otherwise have been paid to the
Non-Employee Director. Deferrals made in Stock shall accrue interest from
the date such Compensation would otherwise have been paid to the
Non-Employee Director to the date such amounts are converted to Stock.
All amounts credited to a Non-Employee Director's Stock Deferral Account
shall be credited using the Stock price at the close of business on the
last business day of the calendar quarter in the period in which such
Compensation would otherwise have been paid. Dividends with respect to
any such Stock credited to a Non-Employee Director's Stock Deferral
Account will be credited as cash on the dividend payment dates and shall
accrue interest from such time until such amounts are converted to Stock
pursuant to the terms of this paragraph. All such cash shall be converted
to Stock at the close of business on the last day of the calendar quarter
in which such dividends are credited to the Non-Employee's Stock Deferral
Account. The interest rate for purposes of this paragraph (b) shall be
the rate set forth in paragraph (a) above.
ARTICLE 7
METHOD OF DISTRIBUTION OF DEFERRALS
No distribution of deferrals may be made except as provided in this Article
7 and Article 12. All distributions, whether deferrals are made in cash or
Stock, shall be made in cash as provided hereunder.
(a) CASH DEFERRALS. As described in the following sentence, the full amount
credited to a Non-Employee Director's Cash Deferral Account shall be
distributed to the Non-Employee Director after the cessation of the
Non-Employee Director's service on the Board for any reason other than
death. Such distribution shall (i) be made in the form of a lump sum cash
payment within thirty (30) days following the end of the month in which
the Non-Employee Director ceases service and shall consist of all amounts
credited to such Non-Employee Director's Cash Deferral Account plus
interest accrued through the end of the month in which the Non-Employee
Director ceases service or (ii) be made in the form of substantially
equal annual cash installments
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over a period of up to ten (10) years, payable as of January 30 of each
of the selected number of years immediately following the Non-Employee
Director's cessation of service, as designated on the Distribution
Election Form submitted by the Non-Employee Director. Each such cash
installment shall consist of all amounts credited to such Non-Employee
Director's Cash Deferral Account, plus interest accrued through the end
of the calendar year prior to the year in which each such cash
installment is paid, divided by the remaining number of years during
which the amounts are to be distributed. For these purposes, a
Non-Employee Director may submit an initial Distribution Election Form,
or a new Distribution Election Form superseding an existing Distribution
Election Form, on any date which is (A) prior to the commencement of the
calendar year in which the Non-Employee Director's service ceases and (B)
at least six (6) months prior to such cessation of service. If a
Non-Employee Director has not properly completed and submitted a
Distribution Election Form, the Non-Employee Director's deferral account
shall be distributed in the form of a lump sum cash payment as described
in (i) above.
(b) STOCK DEFERRALS. As described in the following sentence, the full amount
credited to a Non-Employee Director's Stock Deferral Account shall be
distributed to the Non-Employee Director after the cessation of the
Non-Employee Director's service on the Board for any reason other than
death. Such distribution shall (i) be made in the form of a lump sum cash
payment within thirty (30) days following the end of the month in which
the Non-Employee Director ceases service and shall be calculated by
multiplying the number of units of Stock credited to the Non-Employee
Director's Stock Deferral Account multiplied by the Stock price of a
share of Stock on the last business day of the month in which the
Non-Employee Director ceases service and crediting such amount with any
dividend equivalent and interest accrued thereon through the end of the
month in which the Non-Employee Director ceases service, or (ii) be made
in the form of substantially equal annual cash installments over a period
of up to ten (10) years, payable as of January 30 of each of the selected
number of years immediately following the Non-Employee Director's
cessation of service, as designated on the Distribution Election Form
submitted by the Non-Employee Director. Each such installment shall be
calculated by multiplying the number of units of Stock credited to such
Non-Employee Director's Stock Deferral Account by the Stock price of a
Share of Stock on the last business day of the calendar year prior to the
year in which each such installment is paid, and crediting such amount
with any dividend equivalent and interest accrued thereon through the end
of the calendar year prior to the year in which each such installment is
paid, dividing the total thereof by the remaining number of years during
which the amounts are to be distributed. For these purposes, a
Non-Employee Director may submit an initial Distribution Election Form,
or a new Distribution Election Form superseding an existing Distribution
Election Form, on any date which is (A) prior to the commencement of the
calendar year in which the Non-Employee Director's service ceases and (B)
at least six (6) months prior to such cessation of service. If a
Non-Employee Director has not properly completed and submitted a
Distribution Election Form, the Non-Employee Director's deferral account
shall be distributed in the form of a lump sum cash payment as described
in (i) above.
Notwithstanding the foregoing, at the written request of a Non-Employee
Director, the Nominating Committee of the Board (in its role as Plan
administrator), may in its sole discretion, accelerate the payment of amounts
credited to the Non-Employee Director's deferral account, upon a showing of
unforeseeable emergency by such Non-Employee Director, taking into account the
Non-Employee Director's other financial resources. Such distribution shall be
made in the form of a lump sum cash payment and shall not exceed the lesser of
(x) the amount necessary to meet the financial need created by the unforeseeable
emergency or (y) all amounts credited to such Non-Employee Director's deferral
account plus interest accrued through the end of the month immediately preceding
the month in which such request was made. To the extent the amount necessary to
meet the Non-Employee Director's unforeseeable emergency exceeds the amount
credited to his Cash Deferral Account, the amount of units of Stock necessary to
meet such unforeseeable emergency shall be paid in cash and shall be valued as
of the day
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such request is made. For these purposes, "unforeseeable emergency" is a severe
financial hardship resulting from extraordinary and unanticipated circumstances
arising as a result of one or more recent events beyond the control of the
Non-Employee Director. In any event, payment may not be made to the extent such
emergency is or may be relieved: (1) through reimbursement or compensation by
insurance or otherwise; (2) by liquidation of the Non-Employee Director's
assets, to the extent the liquidation of such assets would not, itself, cause
severe financial hardship; and (3) by cessation of deferrals under the Plan.
Examples of what are not considered to be unforeseeable emergencies include the
payment of a child's tuition expenses or the desire to purchase a home.
In the event of a Non-Employee Director's death either before or after the
Non-Employee Director's cessation of service on the Board, all amounts then
credited to the Non-Employee Director's Cash Deferral Account and Stock Deferral
Account shall be distributed to the Non-Employee Director's designated
Beneficiaries in the form of a lump sum cash payment within thirty (30) days
after the end of the month in which such death occurred or as soon as
practicable thereafter and shall consist of all amounts credited to such
Non-Employee Director's deferral accounts plus any dividend equivalents and
interest accrued through the end of the month in which such death occurred.
Units of Stock in a Non-Employee Director's Stock Deferral Account shall be
valued as of the last business day of the month in which such death occurred. If
the Non-Employee Director has not designated a Beneficiary or the Non-Employee
Director's designated Beneficiary(ies) do not survive the Non-Employee Director,
the full amount of the Non-Employee Director's deferral account shall be paid to
the Non-Employee Director's spouse, or if there is no spouse, to the
Non-Employee Director's estate.
ARTICLE 8
UNFUNDED STATUS OF THE PLAN
A Non-Employee Director shall not have any interest in any amount credited
to his or her deferral account until it is distributed in accordance with the
Plan. Distributions under the Plan shall be made only from the general assets of
the Company. All amounts deferred under the Plan shall remain the sole property
of the Company, subject to the claims of its general creditors and available for
its use for whatever purposes are desired. With respect to amounts deferred, a
Non-Employee Director is merely a general creditor of the Company; and the
obligation of the Company hereunder is purely contractual and shall not be
funded or secured in any way.
ARTICLE 9
NON-ALIENABILITY AND NON-TRANSFERABILITY
The rights of a Non-Employee Director to the payment of amounts credited to
his or her deferral account shall not be assigned, transferred, pledged or
encumbered or be subject in any manner to alienation or anticipation. A
Non-Employee Director may not borrow against amounts credited to the
Non-Employee Director's account and such amounts shall not be subject in any
manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, change, garnishment, execution or levy of any kind, whether
voluntary or involuntary, prior to distribution.
ARTICLE 10
STATEMENT OF ACCOUNT
Statements will be sent to each Non-Employee Director within thirty (30)
days of the beginning of each calendar year indicating the balance of the
Non-Employee Director's account as of the end of the previous calendar year.
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ARTICLE 11
ADMINISTRATION
The Plan is intended to be self-effectuating and does not require the
exercise of discretion by the Company. However, to the extent necessary, the
Nominating Committee of the Board shall act as the Plan administrator for
purposes of resolving any ambiguities, claims or disputes arising with respect
to the Plan or any deferrals under the Plan. As such the Nominating Committee is
authorized to make any rulings and determinations that it deems to be
appropriate and consistent with the terms and intent of the Plan and all such
rulings and determinations shall be final and binding upon all parties for all
purposes. Any member of the Nominating Committee making a claim or request to
the Nominating Committee with respect to his or her rights or interests under
the Plan shall recuse himself or herself from the Nominating Committee's
determination with respect to such claim or request.
ARTICLE 12
AMENDMENT AND TERMINATION
The Plan may, at any time, be amended, modified or terminated by the Board.
No amendment, modification or termination shall, without the consent of a
Non-Employee Director, adversely affect such Non-Employee Director's rights with
respect to amounts accrued under his or her deferral account. Notwithstanding
the foregoing or anything else to the contrary contained in the Plan, as a
consequence of any such amendment, modification or termination, the Board may
provide in its sole discretion that the account of any Non-Employee Director may
be paid on an accelerated basis without regard to the tax effect that it may
have for the Non-Employee Director or his Beneficiary(ies) or estate.
ARTICLE 13
NOTICES
All notices and forms to be submitted to the Company hereunder shall be
delivered to the attention of the Secretary of the Company.
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