Exhibit 10.4
THE NEW YORK TIMES COMPANY
NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
AS AMENDED THROUGH SEPTEMBER 21, 2000
1. PURPOSE
The purpose of The New York Times Company Non-Employee Directors' Stock
Option Plan (the "Plan") is to secure for The New York Times Company (the
"Company") and its stockholders the benefits of the incentive inherent in
increased common stock ownership by the members of the Board of Directors (the
"Board") of the Company who are not employees of the Company or any of its
subsidiaries.
2. ADMINISTRATION
The Plan shall be administered by the Board. The Board shall have all the
powers vested in it by the terms of the Plan, such powers to include authority
(within the limitations described herein) to prescribe the form of the agreement
embodying awards of stock options made under the Plan ("Options"). The Board
shall, subject to the provisions of the Plan, have the power to construe the
Plan, to determine all questions arising thereunder and to adopt and amend such
rules and regulations for the administration of the Plan as it may deem
desirable. Any decision of the Board in the administration of the Plan, as
described herein, shall be final and conclusive. The Board may act only by a
majority of its members in office, except that the members thereof may authorize
any one or more of their number or the Secretary or any other officer of the
Company to execute and deliver documents on behalf of the Board. No member of
the Board shall be liable for anything done or omitted to be done by such member
or by any other member of the Board in connection with the Plan, except in
circumstances involving actual bad faith.
3. AMOUNT OF STOCK
The stock which may be issued and sold under the Plan will be the Class A
Common Stock of the Company ("Common Stock"), of a total number not exceeding
500,000 shares, subject to adjustment as provided in Section 6 below. The stock
to be issued may be either authorized and unissued shares, treasury shares,
issued shares acquired by the Company or its subsidiaries or any combination
thereof. In the event that Options granted under the Plan shall terminate or
expire without being exercised in whole or in part, new Options may be granted
covering the shares not purchased under such lapsed Options.
4. ELIGIBILITY
Each member of the Board who is not an employee of the Company or any of
its subsidiaries (a "Non-Employee Director") shall be eligible to receive an
Option in accordance with the specific provisions of Section 5 below. The
adoption of this Plan shall be not deemed to give any director any right to be
granted an Option to purchase Common Stock except to the extent and upon such
terms and conditions consistent with the Plan as may be determined by the Board.
5. TERMS AND CONDITIONS OF OPTIONS
Each Option granted under the Plan shall be evidenced by an agreement in
such form as the Board shall prescribe from time to time in accordance with the
Plan and shall comply with the following terms and conditions:
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(a) The Option exercise price shall be the Fair Market Value of the
shares of Common Stock (as defined in Section 7(a) hereof) subject to such
Option on the date the Option is granted.
(b) Each year, as of the date of the Annual Meeting of Stockholders
of the Company, each Non-Employee Director who has been elected or
re-elected or who is continuing as a member of the Board as of the
adjournment of the Annual Meeting shall automatically receive an Option
for 4,000 shares of Common Stock.
(c) No Option shall be transferable otherwise than by will or by the
laws of descent and distribution. Notwithstanding the foregoing sentence,
the Board may determine that Options granted to a Participant or a
specified group of Participants may be transferred by the Participant to
one or more members of the Participant's immediate family, to a
partnership or limited liability company whose only partners or members
are members of the Participant's immediate family, or to a trust
established by the Participant for the benefit of one or more members of
the Participant's immediate family. For this purpose, "immediate family"
means the Participant's spouse, parents, children (including adopted and
step-children), grandchildren and the spouses of such parents, children
(including adopted and step-children) and grandchildren. A transferee
described in this subsection may not further transfer an Option. An Option
transferred pursuant to this subsection shall remain subject to the
provisions of the Plan and shall be subject to such other rules as the
Board shall determine.
(d) No Option or any part of an Option shall be exercisable:
(i) before the Non-Employee Director has served one term-year as a
member of the Board since the date the Option was granted (as used herein,
the term "term-year" means that period from one Annual Meeting to the
subsequent Annual Meeting), except as provided in subsection 5(d)(iv)(B)
below;
(ii) after the expiration of ten years from the date the Option was
granted;
(iii) unless notice of the exercise is given to the Company
specifying the number of shares to be purchased and payment in
full is made for the shares of Common Stock being acquired thereunder at
the time of exercise; such payment shall be made
(A) in United States dollars by certified check or bank draft
(or by arranging, in a manner satisfactory to the Company, for a
broker to promptly pay the purchase price to the Company), or
(B) by tendering to the Company shares of Common Stock owned
by the person exercising the Option and having a Fair Market Value
on the date of exercise equal to the cash exercise price applicable
to such Option, or
(C) any combination of the foregoing forms; and
(iv) unless the person exercising the Option has been, at all times
during the period beginning with the date of grant of the Option and
ending on the date of such exercise, a Non-Employee Director of the
Company, except that
(A) if such a person shall cease to be such a Non-Employee
Director for reasons other than Retirement (as defined in Section
7(a) hereof) or death, while holding
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an Option then exercisable that has not expired, such person, at any
time within one year after the date he ceases to be such a
Non-Employee Director (but in no event after the Option has expired
under the provisions of subsection 5(d)(ii) above), may exercise the
Option with respect to any shares of Common Stock as to which such
person could have but has not exercised the Option on the date the
person ceased to be such a Non-Employee Director;
(B) if such a person shall cease to be such a Non-Employee
Director by reason of Retirement or death while holding an Option
(whether or not then exercisable) that has not expired,
notwithstanding the provisions of subsection 5(d)(i) above, such
person, or in the case of death (either while a Non-Employee
Director or after Retirement), his executors, administrators, heirs,
legatees or distributees, as the case may be, may, at any time until
the expiration of such Option as provided in subsection 5(d)(ii)
above, exercise the Option with respect to any shares of Common
Stock as to which such person has not exercised the Option on the
date the person ceased to be such a Non-Employee Director; and
(C) if any person who has ceased to be such a Non-Employee
Director for reasons other than death or Retirement shall die
holding an Option, such person's executors, administrators, heirs,
legatees or distributees, as the case may be, may, at any time
within one year after the date of death (but in no event after the
Option has expired under the provisions of subsection 5(d)(ii)
above), exercise the Option with respect to any shares as to which
the decedent could have exercised the Option at the time of death.
In the event any Option is exercised by the executors, administrators,
heirs, legatees or distributees of the estate of a deceased optionee or by the
guardian or legal representative of a disabled optionee, the Company shall be
under no obligation to issue stock thereunder unless and until the Company is
satisfied that the person or persons exercising the Option are the duly
appointed legal representatives of the deceased optionee's estate or the proper
legatees or distributees thereof or the duly appointed guardian or legal
representative of the disabled optionee.
6. ADJUSTMENT IN THE EVENT OF CHANGE IN STOCK
In the event of changes in the outstanding Common Stock of the Company by
reason of dividends (other than cash dividends), recapitalizations, mergers,
consolidations, split-ups, combinations or exchanges of shares and the like, the
aggregate number and class of shares available under the Plan, the number, class
and the price of shares of Common Stock subject to outstanding Options and the
number of shares constituting an Option grant under Section 5(b) hereof, shall
be appropriately adjusted by the Board, whose determination shall be conclusive.
7. MISCELLANEOUS PROVISIONS
(a) The following terms shall have the meanings specified below:
(i) "Fair Market Value" means the arithmetic mean of the highest and
lowest sales prices of the Common Stock as reported in the Consolidated
Transactions of The New York Stock Exchange ("NYSE") (or such other
national securities exchange on which the Common Stock may be listed at
the time of determination, and if the Common Stock is listed on more than
one exchange, then on the one located in New York or if the Common Stock
is listed only on the National Association of Securities Dealers Automated
Quotations System ("NASDAQ"), then on such system) on the date of the
grant or other date on which the Common Stock is to be valued
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hereunder. If no sale shall have been made on the NYSE, such other
exchange or the NASDAQ on such date or if the Common Stock is not then
listed on any exchange or on the NASDAQ, Fair Market Value shall be
determined by the Board in accordance with Treasury Regulations applicable
to incentive stock options.
(ii) "Retirement" means retirement from the Board at the age of 65
or thereafter or resignation from the Board by reason of disability.
(b) Except as expressly provided for in the Plan, no Non-Employee Director
or other person shall have any claim or right to be granted an Option under the
Plan. Neither the Plan nor any action taken hereunder shall be construed as
giving any Non-Employee Director any right to be retained in the service of the
Company.
(c) An optionee's rights and interest under the Plan may not be assigned
or transferred in whole or in part either directly or by operation of law or
otherwise (except in the event of an optionee's death, by will or the laws of
descent and distribution), including, but not by way of limitation, execution,
levy, garnishment, attachment, pledge, bankruptcy or in any other manner and no
such right or interest of any participant in the Plan shall be subject to any
obligation or liability of such participant.
(d) No shares of Common Stock shall be issued hereunder unless counsel for
the Company shall be satisfied that such issuance will be in compliance with
applicable federal, state and other securities laws and regulations.
(e) It shall be a condition to the obligation of the Company to issue
shares of Common Stock upon exercise of an Option, that the optionee (or any
beneficiary or person entitled to act under subsection 5(d)(iv) above) pay to
the Company, upon its demand, such amount as may be requested by the Company for
the purpose of satisfying any liability to withhold federal, state, local or
foreign income or other taxes. If the amount requested is not paid, the Company
may refuse to issue shares of Common Stock.
(f) The expenses of the Plan shall be borne by the Company.
(g) The Plan shall be unfunded. The Company shall not be required to
establish any special or separate fund or to make any other segregation of
assets to assure the issuance of shares upon exercise of any Option under the
Plan and issuance of shares upon exercise of Options shall be subordinate to the
claims of the Company's general creditors.
(h) By accepting any Option or other benefit under the Plan, each optionee
and each person claiming under or through such person shall be conclusively
deemed to have indicated his acceptance and ratification of, and consent to, any
action taken under the Plan by the Company or the Board.
(i) It is the intent of the Company that the transactions involving
options under the Plan comply in all respects with Rule 16b-3 or any successor
rule ("Rule 16b-3") under the Securities Exchange Act of 1934, as amended, that
any ambiguities or inconsistencies in construction of the Plan be interpreted to
give effect to such intention and that if any provision of the Plan is found not
to be in compliance with Rule 16b-3, such provision shall be deemed null and
void to the extent required to permit any such transaction to comply with Rule
16b-3. The Board may adopt rules and regulations under, and amend, the Plan in
furtherance of the intent of the foregoing.
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8. AMENDMENT OR DISCONTINUANCE
The Plan may be amended at any time and from time to time by the Board as
the Board shall deem advisable, including, but not limited to, amendments
necessary to qualify for any exemption or to comply with applicable law or
regulations; provided, however, that except as provided in Section 6 above, the
Board may not, without further 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, voting together as one class, increase the maximum number of
shares of Common Stock as to which Options may be granted under the Plan,
increase the number of shares subject to an Option, change the Option exercise
price described in subsection 5(a) above, extend the period during which Options
may be granted or exercised under the Plan or change the class of persons
eligible to receive Options under the Plan. Subject to the provision of Section
7(i) hereof relating to Rule 16b-3, no amendment of the Plan shall materially
and adversely effect any right of any optionee with respect to any Option
theretofore granted without such optionee's written consent. It is intended that
the Plan be a "formula plan" under Rule 16b-3 and will comply with all
applicable rules, regulations and staff interpretations of the Securities and
Exchange Commission.
9. TERMINATION
This Plan shall terminate upon the earlier of the following dates or
events to occur:
(a) upon the adoption of a resolution of the Board terminating the Plan;
or
(b) December 31, 2010.
10. EFFECTIVE DATE OF PLAN
The Plan became effective as of April 16, 1991 upon the approval of the
adoption of the Plan 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 of Stockholders, in person or by proxy, voting together as a
single class.
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