Attached files
file | filename |
---|---|
EX-10.1 - MNI EXHIBIT 10.1 2010 SENIOR EXECUTIVE RETENTION BONUS PLAN - MCCLATCHY CO | mni8k2010srexecbonusexh10-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
Report (Date of earliest event reported): January 25, 2010
(Exact
name of registrant as specified in its charter)
DELAWARE
(State
or other jurisdiction of
incorporation
or organization)
|
1-9824
(Commission
File
Number)
|
52-2080478
(I.R.S.
Employer
Identification
No.)
|
2100
Q Street
Sacramento,
CA 95816
(Address
of principal executive offices, zip code)
Registrant’s
telephone number, including area code (916) 321-1846
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
ITEM
5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
(e) On
January 25, 2010, the Compensation Committee of the Board of Directors of The
McClatchy Company (the “Company”) approved the 2010 Senior Executive Retention
Bonus Plan (the “Retention Plan”) to reward certain senior executive officers
including some of the named executive officers (collectively, the “Eligible
Officers”) for their efforts towards stabilizing the Company’s financial outlook
following a period of significant economic turmoil. Under the Retention Plan,
Eligible Officers will receive additional cash compensation for 2010 should the
Company’s performance in operating cash flow for 2010 be sufficient to fund a
supplemental contribution by the Company under the Company’s 401(K) Plan, as
determined by the Board of Directors. The Compensation Committee of the Board of
Directors will administer the Retention Plan and determine whether the criteria
for retention bonus payments (the “Bonus Payment”) have been
satisfied.
The Retention Plan does not apply to
the Chief Executive Officer of the Company. The following named executive
officers are eligible to receive Bonus Payments in the following
amounts:
Named
Executive Officer
|
Title
|
Bonus
Payment
|
Frank
Whittaker
|
Vice
President, Operations
|
$175,000
|
Bob
Weil
|
Vice
President, Operations
|
$175,000
|
Pat
Talamantes
|
Vice
President, Finance and Chief Financial Officer
|
$160,000
|
If the conditions set forth in the
Retention Plan are met, the Bonus Payments will be payable by March 15, 2011
(the “Payment Date”). In order to receive a Bonus Payment, Eligible Officers
must remain employed by the Company or an affiliate of the Company on the
Payment Date unless the Eligible Officer’s employment terminated due to (i)
death, (ii) disability as defined by the Company’s 401(K) Plan, (iii) early
retirement under the Company’s Retirement Plan, or (iv) involuntary termination
without cause or resignation for good reason each as defined by the Retention
Plan.
A copy of the Retention Plan is filed
as Exhibit 10.1 to this current report and is incorporated herein by
reference.
ITEM
9.01. FINANCIAL
STATEMENTS AND EXHIBITS.
(d)
Exhibits.
Exhibit
Number
|
Description
|
|
10.1
|
2010
Senior Executive Retention Bonus
Plan
|
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned thereunto duly
authorized.
The
McClatchy Company
|
January
29, 2010
|
The
McClatchy Company
|
|
By:
|
/s/Karole
Morgan-Prager
|
|
Karole
Morgan-Prager
Vice
President, General Counsel and Corporate
Secretary
|
EXHIBIT
INDEX
Exhibit
Number
|
Description
|
|
10.1
|
2010
Senior Executive Retention Bonus
Plan
|