THE NEW YORK TIMES COMPANY
DEFERRED EXECUTIVE COMPENSATION PLAN
Effective July 1, 1994
Amended January 1, 1999
Amended December 8, 1999
Amended March 2, 2000
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ARTICLE I
Introduction
1.1 Purpose Of Plan
The Employer has adopted the Plan set forth herein to provide a means by
which certain employees may elect to defer receipt of designated
percentages or amounts of their Compensation.
1.2 Status Of Plan
The Plan is intended to be "a plan which is unfunded and is maintained by
an employer primarily for the purpose of providing deferred compensation
for a select group of management or highly compensated employees" within
the meaning of Sections 201(2) and 301(a)(3) of the Employee Retirement
Income Security Act of 1974 ("ERISA"), and shall be interpreted and
administered to the extent possible in a manner consistent with that
intent.
1.2 History Of Plan
The Plan was first effective on July 1, 1994.
Thereafter, the Plan was amended effective January 1, 1999, to change the
deferral periods under the Plan and the method of distribution thereunder.
Effective December 8, 1999, the Plan was amended to change the eligibility
for participation in the Plan and the definition of Compensation
thereunder for year following 1999. Effective December 8, 1999, The New
York Times Designated Employees Deferred Earnings Plan was merged into the
Plan, as amended.
Effective March 2, 2000, the Plan was amended to limit the deferral of
annual bonus to 85% thereof for deferrals of Compensation for years
following 2000.
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ARTICLE II
Definitions
Wherever used herein, the following terms have the meanings set forth below,
unless a different meaning is clearly required by the context:
2.1 Account means, for each Participant, the account established for his or
her benefit under Section 5.1. Such Account shall include both salary and
bonus deferrals.
2.2 Change Of Control means:
(a) any individual, partnership, corporation (including a business
trust), joint stock company, trust, unincorporated association,
joint venture or other entity, or a government or any political
subdivision or agency thereof (a "Person") (or two or more Persons
acting in concert), other than any descendent (or any spouse
thereof) of Iphigene Ochs Sulzberger (a "Family Member") or a
beneficiary or trustee (as the same may change from time to time) of
a trust over 50% of the individual beneficiaries of which are Family
Members, acquiring the power to elect a majority of the directors of
The New York Times Company (the "Company") in a transaction or
series of transactions not approved in advance by a vote of at least
three quarters of the Continuing Directors (as defined below); or
(b) individuals who, as of the date hereof, constitute the Board of
Directors of the Company (as of the date hereof the "Continuing
Directors") ceasing for any reason to constitute at least a majority
of the Board of Directors, provided that any person becoming a
director subsequent to the date hereof whose election, or a
nomination for election by the Company's shareholders, was approved
in advance by a vote of at least three quarters of the Continuing
Directors (other than a nomination of an individual whose initial
assumption of office is in connection with an actual or threatened
solicitation with respect to the election or removal of the
directors of the Company, as such terms are used in Rule 14a-11 of
the Regulation 14A promulgated under the Exchange Act) shall be, for
purposes of this Agreement, considered as though such person were a
Continuing Director; or
(c) approval by the stockholders of the Company of a reorganization,
merger, consolidation, liquidation or dissolution of the Company or
of the sale (in one transaction or a series of related transactions)
of all or substantially all of the assets of the Company other than
a reorganization, merger, consolidation, liquidation, dissolution or
sale approved in advance by three quarters of the Continuing
Directors.
2.3 Code means the Internal Revenue Code of 1986, as amended from time to
time. Reference to any section or subsection of the Code includes
reference to any comparable or succeeding provisions of any legislation
which amends, supplements or replaces such section or subsection.
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2.4 Compensation means the annual bonus, amounts paid under The Advertising
and Circulation Sales Incentive Plan, the Long-Term Performance Awards
under The New York Times Company 1991 Executive Cash Bonus Plan and the
base salary of a Participant, as well as any discretionary cash bonus
awarded to the Participant for a particular year. The ERISA Management
Committee, in its sole discretion, shall designate from time to time the
maximum percentage of each component of Compensation that can be deferred
under the Plan. Such designation shall be listed in Appendix A. For
purposes of the Plan, Compensation shall be determined before giving
effect to Elective Deferrals and other salary reduction amounts which are
not included in the Participant's gross income under Code Sections 125,
401(k), 402(h) or 403(b).
2.5 Effective Date means July 1, 1994.
2.6 Election Form means the participation election form as approved and
prescribed by the Plan Administrator.
2.7 Elective Deferral means the portion of Compensation which is deferred by a
Participant under Article IV.
2.8 Eligible Employee means, for the Plan Year 2000 and Plan Years thereafter,
each employee of the Employer whose annual base salary on October 1 of the
year prior to the year for which such employee defers any Compensation
under the Plan is at least $110,000, who is not covered under a collective
bargaining agreement, who is not eligible to participate in any other
non-qualified deferred compensation plan sponsored by the Employer and/or
its subsidiaries and affiliates while deferring Compensation under this
Plan, and who consents to the purchase of Corporate Owned Life Insurance
by the Employer. The $110,000 limit on annual base salary shall be
adjusted by the ERISA Management Committee from time to time at its sole
discretion and without the need for an amendment to the Plan. An employee
who participated in this Plan or The New York Times Designated Employees
Deferred Earnings Plan prior to 2000, and who no longer meets the
definition of an Eligible Employee shall continue to be an Eligible
Employee hereunder.
2.9 Employer means The New York Times Company, any successor to all or a major
portion of the Employer's assets or business which assumes the obligations
of the Employer, and each other entity that is affiliated with the
Employer whose employees, with the consent of the Company, are eligible,
as provided under Section 2.8, to participate in the Plan.
2.10 ERISA means the Employee Retirement Income Security Act of 1974, as
amended from time to time. Reference to any section or subsection of ERISA
includes reference to any comparable or succeeding provisions of any
legislation which amends, supplements or replaces such section or
subsection.
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2.11 ERISA Board Committee means a committee of the Board of Directors of The
New York Times Company.
2.12 ERISA Management Committee means a committee appointed by the ERISA Board
Committee.
2.13 Insolvency means either (i) the Company is unable to pay its debts as they
become due, or (ii) the Company is subject to a pending proceeding as a
debtor under the United States Bankruptcy Code.
2.14 Participant means any Eligible Employee who participates in the Plan in
accordance with Article III.
2.15 Plan means The New York Times Company Deferred Executive Compensation Plan
and all amendments thereto.
2.16 Plan Administrator means the person, persons or entity designated by the
Employer under Article VIII to oversee the administration of the Plan. If
no such person or entity is so serving at any time, the Employer shall be
the Plan Administrator.
2.17 Plan Year means the 12-month period beginning on January 1 and ending on
December 31 of each year, except for the first plan year which begins on
July 1, 1994, and ends on December 31, 1994.
2.18 Recordkeeper means the person(s) or entity appointed or hired by the ERISA
Management Committee under Section 8.1.
2.19 Total And Permanent Disability means the inability of a Participant to
engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result
in death or which has lasted or can be expected to last for a continuous
period of not less than 12 months, and the permanence and degree of which
shall be supported by medical evidence satisfactory to the Plan
Administrator.
2.20 Trust means the trust established by the Employer that identifies the Plan
as a plan with respect to which assets are to be held by the Trustee. Plan
assets in the trust are subject to the general creditors of The New York
Times Company in the event of bankruptcy or Insolvency.
2.21 Trustee means the trustee or trustees under the Trust.
2.22 Valuation Option means the performance of the investment funds listed in
Appendix B of the Plan.
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ARTICLE III
Participation
3.1 Commencement Of Participation
Any Eligible Employee who elects to defer part of his or her Compensation
in accordance with Article IV shall become a Participant in the Plan as of
the date such deferrals commence in accordance with such Article.
3.2 Continued Participation
A Participant in the Plan shall continue to be a Participant so long as
any amount remains credited to his or her Account. However, future
deferrals under the Plan may be made only if such Participant continues to
be an Eligible Employee under the Plan.
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ARTICLE IV
Elective Deferrals
4.1 Elective Deferrals
Except as provided in Appendix A, an individual who is an Eligible
Employee on the Effective Date may, by completing an Election Form and
filing it with the Plan Administrator by the end of the first month
following the Effective Date, elect to defer the receipt of a portion of
one or more payments of Compensation for a period of at least three Plan
Years and on such terms as the ERISA Management Committee may permit.
Thereafter, any Eligible Employee may elect to defer the receipt of a
percentage or dollar amount of one or more payments of Compensation for a
period of a least three Plan Years and on such terms as the ERISA
Management Committee may permit, commencing with Compensation paid in the
next succeeding Plan Year, by completing an Election Form during the
annual enrollment period for the Plan as determined by the Plan
Administrator.
Except as Provided in Appendix A, effective January 1, 1999, with respect
to Elective Deferrals made for the Plan Year 1999 and thereafter,
deferrals will mature at the end of a three-year cycle. An individual who
is an Eligible Employee may elect to defer the receipt of a portion of one
or more payments of Compensation during the first year of the deferral
cycle for a period of three Plan Years and on such terms as the ERISA
Management Committee may permit; an individual who is an Eligible Employee
may elect to defer the receipt of a portion of one or more payments of
Compensation during the second year of the deferral cycle for a period of
two Plan Years and on such terms as the ERISA Management Committee may
permit; and an individual who is an Eligible Employee may elect to defer
the receipt of a portion of one or more payments of Compensation during
the last year of a deferral cycle for a period of one Plan Year and on
such terms as the ERISA Management Committee may permit. All deferrals
made during a three-year cycle will mature at the end of the third Plan
Year in that cycle. A new three-year cycle will commence after the
expiration of each three-year cycle.
No Participant may defer more than the portion of his or her Compensation
designated by the ERISA Management Committee in Appendix A. A
Participant's Compensation shall be reduced in accordance with the
Participant's election hereunder and amounts deferred hereunder shall be
paid by the Employer to the Trust as soon as administratively feasible and
credited to the Participant's Account as of the date the amounts are
received by the Trustee.
4.2 Investment Election
An individual who is an Eligible Employee and elects to defer Compensation
under this Plan shall elect to have his or her Account valued based on the
Valuation Option represented by the performance of one or more of the
investment funds listed in Appendix B of the Plan. Such Appendix B may be
amended at any time by an action of the ERISA
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Management Committee. If a Participant does not elect a Valuation Option
for his or her Account, the Account shall be valued based on the Valuation
Option represented by the performance of Fund A. A participant may change
his or her selection of Valuation Options on any date.
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ARTICLE V
Accounts
5.1 Accounts
The Plan Administrator and/or the Recordkeeper shall establish an Account
for each Participant reflecting his or her Elective Deferrals made for the
Participant's benefit together with any adjustments for income, gain or
loss and any payments from the Account. The Plan Administrator and/or the
Recordkeeper shall establish sub-accounts for each Participant that has
more than one election in effect under Section 7.1 and such other
sub-accounts as are necessary for the proper administration of the Plan.
As of the last business day of each calendar quarter, the Plan
Administrator shall provide, or cause to be provided, the Participant with
a statement of his or her Account reflecting the income, gains and losses
(realized and unrealized), amounts of deferrals, fund transfers and
distributions of such Account since the prior statement.
5.2 Investments
The assets of the Trust shall be invested in such investments as the
Trustee shall determine. The Trustee may (but is not required to) consider
the Employer's or a Participant's investment preferences when investing
the assets attributable to a Participant's Account.
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ARTICLE VI
Vesting
6.1 Vesting
A Participant shall be immediately vested in, i.e., shall have a
nonforfeitable right to, all Elective Deferrals, and all income and gain
attributable thereto, credited to his or her Account.
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ARTICLE VII
Payments
7.1 Election As To Form Of Payment
Payments to Participants shall be made in annual installments over a
period of 10 years commencing between January 2 and March 15 immediately
following the end of each deferral period. The amount of each installment
payment will equal the balance of a Participant's Account immediately
prior to the installment payment divided by the number of installment
payments remaining to be made.
The above notwithstanding, a Participant may elect in writing to receive
the value of his or her Account in one lump sum, in annual installments
over a period of five years, or in annual installments over a period of
fifteen years, so long as such election is made at least 13 months prior
to the end of the deferral period. Additionally, effective January 1,
1999, a Participant may elect in writing to receive the value of his or
her account in a partial lump sum where the Participant may choose the
percent of an expiring deferral to be paid in a lump sum with the balance
in annual installments over the remainder of the 5, 10 or 15
year-installment period; provided, however, that such election is made at
least 13 months prior to the end of the deferral period.
Effective January 1, 1999, for (i) Elective Deferrals made for Plan Year
1999 and thereafter, and (ii) for Elective Deferrals made prior to January
1, 1999 which are subject to a Participant's election after January 1,
1999 to renew the deferral, a Participant's election as to the form of
payment as set forth in this Section 7.1 shall apply to the Participant's
entire Account. If the Participant begins to receive distributions of his
or her Account pursuant to this Section 7.l, a subsequent election to
defer additional Compensation shall be subject to a new election under
this Section 7.1 and shall not affect the payment stream established by
the prior distribution election.
7.2 Extension Of Deferral Periods
A Participant may make an election in writing to extend any deferral
period for three to ten additional Plan Years so long as such Participant
makes an election therefor at least 13 months prior to the expiration of
the deferral period.
Effective January 1, 1999, elections to extend a deferral period must be
made for a three-year cycle. A new three-year cycle will commence at the
end of every third Plan Year. An election to extend a deferral period must
be made by the Participant in writing at least 13 months prior to the end
of a deferral period. If a deferral period will expire during the course
of a three-year cycle, the Participant's election is limited to an
election to extend the deferral period until the end of such three-year
cycle. A Participant may elect to renew deferral periods for additional
three year cycles an unlimited number of times.
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Effective January 1, 1999, terminated Participants will not be permitted
to renew their deferral elections. Payments to terminated Participants
will begin at the expiration of their current deferral period in
accordance with the method selected under Section 7.1 (unless the
Participant retired under a Company pension plan, or had attained age 55
and completed at least ten years of service as of his or her date of
termination, or is Totally and Permanently Disabled, in which case
additional elections to defer are permitted).
7.3 Change Of Control
As soon as possible following a Change Of Control of the Employer, each
Participant shall be paid his or her entire Account balance in a single
lump sum.
7.4 Termination Of Employment
Upon termination of a Participant's employment for any reason other than
death, the Participant's Account shall be paid to the Participant in the
form of payment in effect at the time the termination of employment occurs
and after the expiration of the deferral period. The above
notwithstanding, the Plan Administrator, in its sole discretion, may: (a)
pay out a Participant's Account balance in one lump sum at any time prior
to the expiration of each deferral period; (b) accelerate the beginning of
payments of deferrals to any time prior to the expiration of a deferral
period; and (c) revoke the deferral elections of a Participant for the
year of the termination of his/her employment.
7.5 Death
If a Participant dies prior to the complete distribution of his or her
Account, the balance of the Account shall be paid as soon as practicable
to the Participant's designated beneficiary or beneficiaries, in the form
elected by the Participant at the time of his or her death, provided,
however, that the ERISA Management Committee and/or the Plan Administrator
may, in their sole discretion, pay out the balance of such Participant's
Account in one lump sum.
Any designation of beneficiary shall be made by the Participant on a
Beneficiary Designation Form filed with the Plan Administrator and may be
changed by the Participant at any time by filing another Beneficiary
Designation Form containing the revised instructions. If no beneficiary is
designated or no designated beneficiary survives the Participant, payment
shall be made to the Participant's surviving spouse or, if none, to
his/her issue per stirpes, in a single payment. If no spouse or issue
survives the Participant, payment shall be made in a single lump sum to
the Participant's estate. The most recent Beneficiary Designation Form
executed by the Participant prior to his/her death shall apply to all
Election Deferrals credited to the Participant's Account at the date of
his/her death.
7.6 Taxes
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All federal, state or local taxes that the Plan Administrator determines
are required to be withheld from any payments made pursuant to this
Article VII shall be withheld.
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ARTICLE VIII
Plan Administration
8.1 Plan Administration And Interpretation.
The ERISA Management Committee (the "Committee") shall oversee the
administration of the Plan, shall serve as the agent of the Company with
respect to the trust, and shall appoint a Plan Administrator and/or
Recordkeeper for the day-to-day operations of the Plan. Such Plan
Administrator and/or Recordkeeper shall be listed in Appendix C to this
Plan. The Committee shall have complete control and authority to determine
the rights and benefits under all claims, demands and actions arising out
of the provisions of the Plan of any Participant, beneficiary, deceased
Participant, or other person having or claiming to have any interest under
the Plan. The Committee shall have complete discretion to interpret the
Plan and to decide all matters under the Plan. Such interpretation and
decision shall be final, conclusive and binding on all Participants and
any person claiming under or through any Participant. Any individual(s)
serving on the Committee who is a Participant will not vote or act on any
matter relating solely to himself or herself.
8.2 Committee Powers, Duties, Procedures, Etc.
The Committee shall have such powers and duties, may adopt such rules and
regulations, may act in accordance with such procedures, may appoint such
agents, may delegate such powers and duties, may receive such
reimbursements and compensation, and shall follow such claims and appeal
procedures with respect to the Plan as it may establish.
8.3 Plan Administrator's Duties
The Plan Administrator shall be responsible for the day-to-day operations
of the Plan. His or her duties shall include, but not be limited to, the
following:
(a) Keeping track of employees eligible to participate in the Plan and
the date each employee becomes eligible to participate.
(b) Maintaining, or causing to be maintained by the Recordkeeper,
Participants' Accounts, including all sub-accounts required for
different contribution types and payment elections made by
Participants under the Plan and any other relevant information.
(c) Transmitting, or causing to be transmitted by the Recordkeeper,
various communications to Participants and obtaining information
from Participants such as changes in investment selections.
(d) Filing reports required by various governmental agencies. When
making a determination or calculation, the Plan Administrator and
the Recordkeeper shall be
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entitled to rely on information furnished by a Participant, a
beneficiary, the Employer or the Trustee. The Plan Administrator
shall have the responsibility for complying with any reporting and
disclosure requirements of ERISA.
8.4 Information
To enable the Plan Administrator and/or Recordkeeper to perform their
functions, the Employer shall supply full and timely information to the
Plan Administrator and/or Recordkeeper on all matters relating to the
compensation of Participants, their employment, retirement, death,
termination of employment, and such other pertinent facts as the Plan
Administrator and/or Recordkeeper may require.
8.5 Indemnification Of Committee And Plan Administrator
The Employer agrees to indemnify and to defend to the fullest extent
permitted by law any officer(s) or employee(s) who serve on the Committee
or as Plan Administrator (including any such individual who formerly
served on the Committee or as Plan Administrator) against all liabilities,
damages, costs and expenses (including attorneys' fees and amounts paid in
settlement of any claims approved by the Employer) occasioned by any act
or omission to act in connection with the Plan, if such act or omission is
in good faith.
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ARTICLE IX
Amendment And Termination
9.1 Amendments
The Employer shall have the right to amend the Plan from time to time,
subject to Section 9.3, by an action of the ERISA Management Committee.
9.2 Termination Of Plan
This Plan is strictly a voluntary undertaking on the part of the Employer
and shall not be deemed to constitute a contract between the Employer and
any Eligible Employee (or any other employee) or a consideration for, or
an inducement or condition of employment for, the performance of the
services by any Eligible Employee (or other employee). The Employer
reserves the right to terminate the Plan at any time, subject to Section
9.3, by an action of the ERISA Management Committee. Upon termination, the
Employer may (a) elect to continue to maintain the Trust to pay benefits
hereunder as they become due as if the Plan had not terminated or (b)
direct the Trustee to pay promptly to Participants (or their
beneficiaries) the vested balance of their Accounts.
9.3 Existing Rights
No amendment or termination of the Plan shall adversely affect the rights
of any Participant with respect to amounts that have been credited to his
or her Account prior to the date of such amendment or termination.
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ARTICLE X
Miscellaneous
10.1 No Funding
The Plan constitutes a mere promise by the Employer to make payments in
accordance with the terms of the Plan and Participants and beneficiaries
shall have the status of general unsecured creditors of the Employer.
Nothing in the Plan will be construed to give any employee or any other
person rights to any specific assets of the Employer or of any other
person. In all events, it is the intent of the Employer that the Plan be
treated as unfunded for tax purposes and for purposes of Title I of ERISA.
10.2 Non-Assignability
None of the benefits, payments, proceeds or claims of any Participant or
beneficiary shall be subject to any claim of any creditor of any
Participant or beneficiary and, in particular, the same shall not be
subject to attachment or garnishment or other legal process by any
creditor of such Participant or beneficiary, nor shall any Participant or
beneficiary have any right to alienate, anticipate, commute, pledge,
encumber or assign any of the benefits or payments or proceeds which he or
she may expect to receive, contingently or otherwise, under the Plan.
10.3 Limitation Of Participants' Rights
Nothing contained in the Plan shall confer upon any person a right to be
employed or to continue in the employ of the Employer, or interfere in any
way with the right of the Employer to terminate the employment of a
Participant in the Plan at any time, with or without cause.
10.4 Participants Bound
Any action with respect to the Plan taken by the Plan Administrator or the
Employer or the Trustee or any action authorized by or taken at the
direction of the Plan Administrator, the Employer or the Trustee shall be
conclusive upon all Participants and beneficiaries entitled to benefits
under the Plan.
10.5 Receipt And Release
Any payment to any Participant or beneficiary in accordance with the
provisions of the Plan shall, to the extent thereof, be in full
satisfaction of all claims against the Employer, the Plan Administrator
and the Trustee under the Plan, and the Plan Administrator may require
such Participant or beneficiary, as a condition precedent to such payment,
to execute a receipt and release to such effect. If any Participant or
beneficiary is determined by the Plan Administrator to be incompetent by
reason of physical or mental disability
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(including minority) to give a valid receipt and release, the Plan
Administrator may cause the payment or payments becoming due to such
person to be made to another person for his or her benefit without
responsibility on the part of the Plan Administrator, the Employer or the
Trustee to follow the application of such funds.
10.6 Governing Law
The Plan shall be construed, administered, and governed in all respects
under and by the laws of the State of New York. If any provision shall be
held by a court of competent jurisdiction to be invalid or unenforceable,
the remaining provisions hereof shall continue to be fully effective.
10.7 Headings And Subheadings
Heading and subheadings in this Plan are inserted for convenience only and
are not to be considered in the construction of the provisions hereof.
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APPENDIX A
Limit on Elective Deferrals
For the 1994 and 1995 Plan Years, a Participant may defer up to 100% of his/her
annual bonus and no portion of his/her salary.
For the 1996 Plan Year and until changed by the Committee, a Participant may
defer up to 100% of his/her annual bonus and up to 33% of his/her base salary.
For the 2000 Plan Year and until changed by the Committee, a Participant may
defer up to 100% of his/her annual bonus, up to 100% of amounts paid under The
Advertising and Circulation Sales Incentive Plan, up to 100% of his/her
Long-Term Performance Awards under The New York Times Company 1991 Executive
Cash Bonus Plan and up to 33% of his/her base salary. In addition, a Participant
who is a "covered employee" within the meaning of Code Section 162(m) (a
"Covered Employee") may defer his/her entire discretionary bonus, if any,
payable in a Plan Year. Deferral of such discretionary bonus shall continue
without further action by the Participant until such time as the ERISA
Management Committee determines that the Participant is no longer a Covered
Employee. The Participant shall be permitted to extend the deferral period
beyond the time he/she ceases to be a Covered Employee for a three-year cycle
(and for subsequent three-year cycles) in the manner provided in Section 7.2 of
the Plan.
For the 2001 Plan Year and until changed by the Committee, a Participant may
defer up to 85% of his/her annual bonus, up to 85% of amounts paid under The
Advertising and Circulation Sales Incentive Plan, up to 85% of his/her Long-Term
Performance Awards under The New York Times Company 1991 Executive Cash Bonus
Plan and up to 33% of his/her base salary. In addition, a Participant
who is a Covered Employee may defer his/her entire discretionary bonus, if any,
payable in a Plan Year. Deferral of such discretionary bonus shall continue
without further action by the Participant until such time as the ERISA
Management Committee determines that the Participant is no longer a Covered
Employee. The Participant shall be permitted to extend the deferral period
beyond the time he/she ceases to be a Covered Employee for a three-year cycle
(and for subsequent three-year cycles) in the manner provided in Section 7.2 of
the Plan.
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APPENDIX B
Valuation Options
For 1994 and until changed by the ERISA Management Committee, each Participant
may elect to value his or her account based on the performance of one or more of
the following funds:
1. Fund A: AIM Limited Maturity Treasury
2. Fund B: AIM Aggressive Growth
3. Fund C: AIM Value
4. Fund D: Merrill Lynch Federal Securities
5. Fund E: Merrill Lynch Capital
6. Fund F: Templeton Foreign
7. Fund G: Merrill Lynch Global Allocation
For 1999 and until changed by the ERISA Management Committee, each Participant
may elect to value his or her account based on the performance of one or more of
the following funds:
1. Fund A: Vanguard Short Term Federal Fund
2. Fund B: Vanguard Total Bond Market Index Fund
3. Fund C: Vanguard Asset Allocation Fund
4. Fund D: Vanguard Growth and Income Fund
5. Fund E: Frank Russell Equity I Fund
6. Fund F: Frank Russell Equity II Fund
7. Fund G: AIM Aggressive Growth Fund
8. Fund H: Putnam International Growth Fund
9. Fund I: Putnam Asset Allocation Fund - Balanced Portfolio
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APPENDIX C
Plan Administrator And Record Keeper
1.1 Plan Administrator
For the Plan Year 1995, and until removed, the Plan Administrator shall be Phil
Ryan. For the Plan Year 1997, and until removed, the Plan Administrator shall be
Diane Zubalsky.
1.2 Recordkeeper
For the Plan Year 1994, and until removed, the Recordkeeper shall be Actuarial
Information Management Systems. From June 1, 1996, and thereafter until removed,
the Recordkeeper shall be Merrill Lynch.
Effective December 28, 1998, and until removed by the ERISA Management
Committee, the Recordkeeper shall be The Vanguard Group.
Effective July 17, 1999, and until removed by the ERISA Management Committee, in
addition to The Vanguard Group, TBG Financial shall be a Recordkeeper for the
Plan.
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