Attached files
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| 8-K - MNI 8-K RETENTION BONUS PLAN 1-25-10 - MCCLATCHY CO | mni8kretbonuspln-cover.htm |
Exhibit
10.1
THE
McCLATCHY COMPANY
2010
SENIOR EXECUTIVE RETENTION BONUS PLAN
(As
Adopted Effective January 25, 2010)
Purpose. The
purpose of The McClatchy Company's 2010 Senior Executive Retention Bonus Plan
(the "Plan") is to motivate and reward eligible senior executive officers
("SEOs") for dedicated performance towards stabilizing the company’s financial
outlook following a period of significant economic turmoil, by providing this
supplemental opportunity to increase cash compensation for 2010 should The
McClatchy Company's ("McClatchy") performance in operating cash flow for 2010 be
determined by McClatchy’s Board of Directors (the “Board”) to be sufficient to
fund the supplemental company contribution under The McClatchy Company 401(k)
Plan (the “401(k) Plan”). This Plan has been approved by the
Board. No shareholder approval is required to give effect to the
terms of the Plan. The Compensation Committee of McClatchy’s Board
(the “Committee”) is responsible for administration of the Plan and shall make
all determinations under the Plan, including whether the criteria has been
satisfied for retention bonus payments under the Plan.
Covered
Individuals. The individuals holding the following SEO
positions on January 1, 2010 shall be participants in the Plan (the
“Participants”): the Vice Presidents, Operations, the Vice President,
Finance and Chief Financial Officer, the Vice President, Interactive Media, the
Vice President, Human Resources and the Vice President, General Counsel and
Corporate Secretary.
Amount of
Bonus. The Committee shall notify each Participant of the
amount of bonus he/she will be eligible to receive.
Payment of
Bonus. If for 2010 the Board determines to fund the
supplemental company contribution under the 401(k) Plan, retention bonuses shall
be payable under this Plan for 2010. Any such retention bonus shall
be paid by March 15, 2011 following certification in writing by the Committee
that the bonus criteria has been achieved, and subject to the following
additional conditions:
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Except
as next provided, a Participant will only be entitled to receive payment
of a bonus under this Plan if he or she remains an employee of McClatchy
or an affiliate on the bonus payment
date;
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Notwithstanding
the condition just described, the Participant shall be entitled to receive
the entire bonus payment, if the bonus criteria are achieved, even though
no longer an employee on the bonus payment date, if the Participant ceased
to be an employee on account of death, Disability (as defined under the
401(k) Plan), early retirement under The McClatchy Company Retirement
Plan, involuntary termination without Cause or resignation on account of
Good Reason.
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Cause. For
purposes of this Plan, “Cause” shall mean (a) a willful failure by the
Participant to substantially perform the duties of his or her position with
McClatchy, other than a failure resulting from the Participant’s complete or
partial incapacity due to physical or mental illness or impairment, or (b) a
willful act by the Participant which constitutes gross misconduct and which is
materially injurious to McClatchy. No act, or failure to act, by the
Employee shall be considered “willful” unless committed without a reasonable
belief that the act or omission was in McClatchy’s best
interest.
Good
Reason. For purposes of this Plan, “Good Reason” means, with
respect to a Participant, the occurrence of any of the following circumstances,
without the Participant’s express written consent, unless, if correctable, such
circumstances are fully corrected within 30 days of the notice of
termination given in respect thereof: (a) a material diminution in
employee’s base compensation; (b) a material diminution in Participant’s
authority, duties, or responsibilities; (c) a material diminution in the budget
over which Participant retains authority; (d) a change in the geographic
location at which Participant must perform the duties from Sacramento,
California; provided further that a resignation shall not be considered to have
been on account of Good Reason unless the Participant provides McClatchy not
less than 60 days’ advance notice in writing within 90 days of the initial
occurrence of the condition that is the basis for such Good Reason and McClatchy
does not correct the condition in the time frame described above.
Amendment and
Termination. Except as required by applicable law, no
amendment to the Plan on or after January 1, 2010 will reduce the rights of
Participants to any bonus payable under this Plan for the 2010 fiscal
year. The Plan automatically shall terminate following satisfaction
of any and all obligations under the Plan. Plan amendments will
require stockholder approval only to the extent required by applicable
law.