The New York Times Company 8-K

Summary

Executive severance plan and CEO employment agreement amendment. The plan standardizes severance for eligible executives, while CEO Meredith Kopit Levien remains covered by her separate employment agreement. Payments are contingent on qualifying terminations and, for change-in-control benefits, specified termination events within 12 months after a change in control.

Key Figures

• Non-change-in-control severance: 52 weeks of base pay for Executive Committee members; for other eligible Section 16 officers, one week per six months of service, with a 26-week minimum and 52-week maximum. Eligible executives may also receive a prorated annual incentive award, continued health coverage for the severance period and outplacement services capped at $0.025M or 12 months, whichever comes first.
• For an Executive Committee member terminated without Cause or leaving for Good Reason upon or within 12 months after a change in control: lump-sum cash severance equal to 1.5 times the non-change-in-control cash severance amount, plus the employer portion of COBRA premiums for 18 months; other severance benefits also apply.
• CEO change-in-control severance, if terminated without Cause or for Good Reason upon or within 12 months after a change in control: lump-sum cash payments equal to 2 times base salary and 2 times target annual bonus, plus the employer portion of COBRA premiums for 24 months.
• The CEO’s post-employment non-solicitation period increases from 15 to 18 months, and the scope of her non-competition covenant is updated. Eligible executives must maintain restrictive covenants; the named executive officers other than the CEO agreed to an 18-month post-employment restriction on soliciting employees and other service providers.