Exhibit 10.3
THE NEW YORK TIMES COMPANY
1991 EXECUTIVE CASH BONUS PLAN
AS AMENDED THROUGH MAY 23, 2000
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.
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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.
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
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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
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,
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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 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.
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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:
"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;
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(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 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 $3.0 million.
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(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 value of a
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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
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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 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 $3.0 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
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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).
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
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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.
(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, 2010, or such earlier
expiration date as may be designated by resolution of the Board.
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