8-K

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): February 23, 2017

The McClatchy Company

(Exact name of registrant as specified in its charter)

DELAWARE	1-9824	52-2080478
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ 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.

2017 Senior Executive Retention Program

On February 23, 2017 (the “Effective Date”), the Compensation Committee of the Board of Directors (“Committee”) of The McClatchy Company (the “Company”) approved the 2017 Senior Executive Retention Plan (the “Retention Plan”) to incentivize certain senior executive officers including some of the named executive officers (collectively, the “Participants”) for their continued dedicated service during the recent transition of the Company’s leadership. Under the Retention Plan, Participants who continuously remain employees of the Company or a subsidiary of the Company during the period beginning on the Effective Date through and including January 25, 2018 shall be eligible to receive 50% of their applicable cash award, and if through and including July 25, 2018, the remaining 50% of their applicable cash award (each such date a “Vesting Date”). The applicable cash award for each named executive officer who qualifies as a Participant is listed below.

In addition, the Committee approved a special grant of retention restricted stock units (“Retention RSUs”), which shall vest in full on January 25, 2019, provided that the Participants remain employees of the Company or a subsidiary of the Company on that date. The special grant of the Retention RSUs will be made under the Company’s amended and restated 2012 Omnibus Incentive Plan (the “2012 Omnibus Plan”), and as such remains subject to approval of the 2012 Omnibus Plan by the Board of Directors at its next meeting and by the Company’s shareholders at the Company’s upcoming Annual Meeting of Shareholders.

The Retention Plan and the Retention RSUs together shall be known as the “Retention Program,” and each Participant’s cash award and Retention RSUs shall be known as the “Retention Award.” The Committee will administer the Retention Program and determine whether the criteria for Retention Awards have been satisfied.

The Retention Program does not apply to the Chief Executive Officer of the Company. The following named executive officers are eligible to receive Retention Awards in the following amounts:

		Retention Award
Participants	Title	Cash Award		Restricted Stock Units
Mark Zieman	Vice President, Operations	$	675,000		10,000
Elaine Lintecum	Vice President, Finance and Chief Financial Officer	$	475,000		7,500
Christian Hendricks	Vice President, Products, Marketing and Innovation	$	465,000		5,000
Billie McConkey	Vice President, Human Resources, General Counsel and Secretary	$	440,000		7,500

If the conditions set forth in the Retention Plan are met, the cash portion of the Retention Awards will be payable, less applicable withholding tax, to the Participant entitled to such payment as soon as reasonably practicable following the applicable Vesting Date and the Committee’s certification that the Participant has become entitled to the payment; provided, further, that in no event will payment of the cash portion of the Retention Award be delayed to a date later than March 15^th of the calendar year following the calendar year in which the Vesting Date occurs. In order to receive the cash portion of the Retention Award, a Participant must remain employed by the Company or a subsidiary of the Company through the applicable Vesting Date, but the cash portion of the Retention Award will be paid earlier if the Participant’s employment is terminated due to (i) death, (ii) disability (as defined in the Retention Plan), or (iii)(A) an involuntary termination without “cause” or resignation for “good reason” (each as defined by the Retention Plan), provided the Participant (B) executes, delivers and does not revoke a waiver and release agreement within 45 days of the termination date.

In order to receive the Retention RSU portion of the Retention Award, a Participant must remain employed by the Company or a subsidiary of the Company through January 25, 2019, but the Retention RSU portion of the Retention Award will vest earlier (i) if the Participant’s employment is terminated due to (A) death, (B) disability (as defined in the 2012 Omnibus Plan), or (C) an involuntary termination without “cause” or resignation for “good reason” (each as defined in the applicable award agreement), or (ii) upon a change in control (as defined in the 2012 Omnibus Plan) in which outstanding awards are not assumed or substituted for while the Participant remains employed by the Company or a subsidiary of the Company.

This summary of the Retention Program does not purport to be complete and is qualified by reference to the copy of the Retention Plan which is filed as Exhibit 10.1 and the copy of the 2017 Retention RSU Award Agreement which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
Exhibit 10.1	2017 Senior Executive Retention Plan
Exhibit 10.2	2017 Retention RSU Award Agreement

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.

February 28, 2017	The McClatchy Company
	/s/ Billie McConkey
	By:	Billie McConkey
		Vice President, Human Resources, General Counsel and Secretary

EXHIBIT INDEX

Exhibit Number	Description
Exhibit 10.1	2017 Senior Executive Retention Plan
Exhibit 10.2	2017 Retention RSU Award Agreement

EX-10.1

Exhibit 10.1

THE McCLATCHY COMPANY

2017 SENIOR EXECUTIVE RETENTION PLAN

(As Adopted Effective February 23, 2017)

Purpose. With the transition of the corporation’s leadership to a new Chief Executive Officer, the Compensation Committee (the “Committee”) of the Board of Directors of The McClatchy Company (“McClatchy”) has recommended and approved the establishment of this 2017 Senior Executive Retention Plan (the “Plan”). The purpose of the Plan is to maintain the cohesion of the senior management team and to motivate and reward eligible senior executive officers for continued dedicated service. No shareholder approval is required to give effect to the terms of the Plan. The Committee is responsible for administration of the Plan and, in its sole discretion, shall make all determinations under the Plan.

Covered Individuals. The individuals listed on Exhibit A attached hereto shall be participants in the Plan (the “Participants”).

Amount of Retention Award. If a Participant satisfies the criteria for payment described under “Payment of the Retention Award,” the Participant is eligible to receive payment of a retention award in an amount up to the maximum amount set forth next to the Participant’s name on Exhibit A attached hereto (the “Retention Award”).

Payment of the Retention Award. A Participant shall be eligible to receive 50% of the Participant’s Retention Award if the Participant remains continuously employed by McClatchy or a subsidiary of McClatchy from the date hereof (the “Effective Date”) through January 25, 2018, and a Participant shall be eligible to receive the remaining 50% of the Participant’s Retention Award if the Participant remains continuously employed by McClatchy or a subsidiary of McClatchy from the Effective Date through July 25, 2018. Each such date shall be a “Vesting Date.”  

Any Retention Award becoming payable as just described shall be paid in a lump sum, less applicable withholding taxes, to the Participant entitled to such payment as soon as reasonably practicable following the applicable Vesting Date and the Committee’s certification that the Participant has become entitled to payment; provided, further, that in no event will payment of any Retention Award or portion thereof be paid later than March 15^th of the calendar year following the calendar year in which the Vesting Date occurs.

Except as provided next, a Participant will not be entitled to receive payment of a Retention Award or a portion thereof under this Plan if he or she terminates employment with McClatchy and its subsidiaries on or prior to the applicable Vesting Date. Notwithstanding the preceding:

· A Participant shall be entitled to receive the unpaid portion of the Retention Award, if the Participant ceases to be an employee of McClatchy and its subsidiaries on account of death or Disability prior to the applicable Vesting Date, in which case payment shall be made as soon as reasonably practicable following his or her date of termination of employment, but in no event later than March 15^th of the calendar year following the calendar year in which the date of termination of employment occurs; and

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· A Participant shall be entitled to receive the unpaid portion of the Retention Award, (i) if the Participant ceases to be an employee on account of involuntary termination without Cause, other than on account of Disability, or resignation for Good Reason, in each case prior to the applicable Vesting Date, and (ii) if the Participant executes, delivers, and does not revoke a waiver and release agreement, substantially in the form attached hereto as Exhibit B (with such revisions as McClatchy may reasonably request), within 45 days of the Participant’s termination date, in which case payment shall be made on the first regular payroll date occurring on or after the 10^th day following the lapse of the revocation period under the waiver and release agreement.

Cause. For purposes of this Plan, “Cause” means (a) a willful failure by the Participant to substantially perform the duties of his or her position with McClatchy or any subsidiary, 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 Participant 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 the Participant’s base compensation; (b) a material diminution in the Participant’s authority, duties, or responsibilities; or (c) a change in the geographic location at which the 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.

Disability. For purposes of this Plan, “Disability” means that the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which has lasted, or can be expected to last, for a continuous period of not less than six months or which can be expected to result in death.

Leave of Absence. For purposes of this Plan, a Participant’s employment does not terminate when the Participant goes on a bona fide leave of absence that was approved by McClatchy in writing if the terms of the leave provide for continued service crediting, or when continued service crediting is required by applicable law. The Participant’s employment terminates in any event when the approved leave ends unless the Participant immediately returns to active employee work. The Committee determines, in its sole discretion, which leaves count for this purpose and when the Participant’s employment terminates for purposes of this Plan.

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Amendment and Termination. Except as required by applicable law, no amendment to the Plan on or after the Effective Date will reduce the rights of Participants to any Retention Award payable under this Plan. The Plan shall automatically terminate following satisfaction of any and all obligations under the Plan. Plan amendments will require shareholder approval only to the extent required by applicable law.

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EXHIBIT A

PARTICIPANTS

	Participants	Retention Award
1.	Mark Zieman	$ 675,000
2.	Elaine Lintecum	$ 475,000
3.	Christian Hendricks	$ 465,000
4.	Billie McConkey	$ 440,000
5.	Tim Grieve	$ 400,000
6.	Andrew Pergam	$ 325,000
7.	Terrence Geiger	$ 300,000

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EXHIBIT B

WAIVER AND GENERAL RELEASE AGREEMENT

This Waiver and General Release Agreement (the “Agreement”) is being entered into between [____________] (“Employee”) and The McClatchy Company, a Delaware corporation (the “Company”), in connection with the termination of Employee’s employment with the Company as of [Month, Day], [Year] (the “Termination Date”), in consideration of the retention payment (the “Retention Award”) provided to Employee pursuant to and in accordance with The McClatchy Company 2017 Senior Executive Retention Plan (the “Plan”). Employee and the Company are referred to collectively as the “Parties.”

1.       General Release. Except for any rights granted under this Agreement, Employee, for himself, and for his heirs, assigns, executors and administrators, hereby releases, remises and forever discharges the Company, its parents, subsidiaries, joint ventures, affiliates, divisions, predecessors, successors, assigns, and each of their respective directors, officers, partners, attorneys, shareholders, administrators, employees, agents, representatives, employment benefit plans, plan administrators, fiduciaries, trustees, insurers and re-insurers, and all of their predecessors, successors and assigns (collectively, the “Releasees”) of and from all claims, causes of action, covenants, contracts, agreements, promises, damages, disputes, demands, and all other manner of actions whatsoever, in law or in equity, that Employee ever had, may have had, now has, or that Employee’s heirs, assigns, executors or administrators hereinafter can, shall or may have, whether known or unknown, asserted or unasserted, suspected or unsuspected, as a result of or related to Employee’s employment with the Company, the termination of that employment, or any act or omission which has occurred at any time up to and including the date of the execution of this Release (the “Released Claims”).

a.       Released Claims. The Released Claims released include, but are not limited to, any claims for monetary damages; any claims related to Employee’s employment with the Company or the termination thereof; any claims to severance or similar benefits (except as provided below in Section 1.c.); any claims to expenses, attorneys’ fees or other indemnities; any claims to options or other interests in or securities of the Company; any claims based on any actions or failures to act that occurred on or before the date of this Agreement; and any claims for other personal remedies or damages sought in any legal proceeding or charge filed with any court or federal, state or local agency either by Employee or by any person claiming to act on Employee’s behalf or in Employee’s interest. Employee understands that the Released Claims may have arisen under different local, state and federal statutes, regulations, or common law doctrines. Employee hereby specifically, but without limitation, agrees to release all Releasees from any and all claims under each of the following laws:

B-1

i.       Antidiscrimination laws, such as Title VII of the Civil Rights Act of 1964, as amended, and Executive Order 11246 (which prohibit discrimination based on race, color, national origin, religion, or sex); Section 1981 of the Civil Rights Act of 1866 (which prohibits discrimination based on race or color); the Americans with Disabilities Act and Sections 503 and 504 of the Rehabilitation Act of 1973 (which prohibit discrimination based upon disability); the Age Discrimination in Employment Act, as amended, 29 U.S.C. Section 621 et seq. (which prohibits discrimination on the basis of age); the Equal Pay Act (which prohibits paying men and women unequal pay for equal work); the California Fair Employment and Housing Act, California Government Code Section 12900 et seq. (which prohibits discrimination based on protected characteristics including race, color, religion, sex, gender, sexual orientation, marital status, national origin, language restrictions, ancestry, physical or mental disability, medical condition, age, and denial of leave); the California Equal Pay Law (which prohibits paying men and women unequal pay for equal work), California Labor Code Section 1197.5; the Unruh Civil Rights Act, California Civil Code Section 51 et seq. (which prohibits discrimination based on age, sex, race, color, religion, ancestry, national origin, disability, medical condition, marital status, or sexual orientation); or any other local, state or federal statute, regulation, common law or decision concerning discrimination, harassment, or retaliation on these or any other grounds or otherwise governing the employment relationship.

ii.       Other employment laws, such as the federal Worker Adjustment and Retraining Notification Act of 1988 and the California Worker Adjustment and Retraining Notification Act, California Labor Code Sections 1400 et seq. (known as WARN laws, which require advance notice of certain workforce reductions); the Employee Retirement Income Security Act of 1974 (which, among other things, protects employee benefits); the Fair Labor Standards Act of 1938 (which regulates wage and hour matters); the Family and Medical Leave Act of 1993 (which requires employers to provide leaves of absence under certain circumstances); the California Labor Code (which regulates employment and wage and hour matters); the California Family Rights Act of 1993, California Government Code Section 12945.1 et seq. (which requires employers to provide leaves of absence under certain circumstances); and any other federal, state, or local statute, regulation, common law or decision relating to employment, reemployment rights, leaves of absence or any other aspect of employment.

iii.       Other laws of general application, such as federal, state, or local laws enforcing express or implied employment agreements or other contracts or covenants, or addressing breaches of such agreements, contracts or covenants; federal, state or local laws providing relief for alleged wrongful discharge or termination, physical or personal injury, emotional distress, fraud, intentional or negligent misrepresentation, defamation, invasion of privacy, violation of public policy or similar claims; common law claims under any tort, contract or other theory now or hereafter recognized, and any other federal, state, or local statute, regulation, common law doctrine, or decision regulating or regarding employment.

B-2

b.       Participation in Agency Proceedings. Nothing in this Agreement shall prevent Employee from filing a charge (including a challenge to the validity of this Agreement) with the Equal Employment Opportunity Commission (the “EEOC”), the National Labor Relations Board (the “NLRB”), the California Department of Fair Employment and Housing (the “DFEH”), or other similar federal, state or local agency, or from participating in any investigation or proceeding conducted by the EEOC, the NLRB, the DFEH or similar federal, state or local agencies. However, by entering into this Agreement, Employee understands and agrees that Employee is waiving any and all rights to recover any monetary relief or other personal relief as a result of any such EEOC, NLRB, DFEH or similar federal, state or local agency proceeding, including any subsequent legal action. Notwithstanding the foregoing, nothing in this Agreement prohibits or restricts Employee (or Employee’s attorney) from filing a charge or complaint with the Securities and Exchange Commission (the “SEC”), the Financial Industry Regulatory Authority (“FINRA”), or any other securities regulatory agency or authority. Employee further understands that this Agreement does not limit Employee’s ability to communicate with any securities regulatory agency or authority or otherwise participate in any investigation or proceeding that may be conducted by any securities regulatory agency or authority without notice to the Company. This Agreement does not limit Employee’s right to receive an award for information provided to the SEC staff or any other securities regulatory agency or authority.

c.       Claims Not Released. The Released Claims do not include claims by Employee for: (1) payment of the Retention Award under the Plan; (2) vested benefits under any the Company-sponsored benefits plan, including equity awards under The McClatchy Company 2012 Omnibus Incentive Plan (or a successor plan); (3) any rights for indemnification, or advancement of indemnification expenses, under the Company’s certificate of incorporation or Bylaws; and (4) any rights that cannot by law be released by private agreement.

d.       Waiver of Rights under California Civil Code Section 1542. Employee further acknowledges that Employee has read Section 1542 of the Civil Code of the State of California, which provides as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

Employee understands that Section 1542 gives Employee the right not to release existing claims of which Employee is not now aware, unless Employee voluntarily chooses to waive this right. Even though Employee is aware of this right, Employee nevertheless hereby voluntarily waives the right described in Section 1542 and any other statutes of similar effect, and elects to assume all risks for claims that now exist in Employee’s favor, known or unknown, arising from the subject matter of the Release. Employee acknowledges that different or additional facts may be discovered in addition to what Employee now knows or believes to be true with respect to the matters released in this Agreement, and Employee agrees that this Agreement will be and remain in effect in all respects as a complete and final release of the matters released, notwithstanding any such different or additional facts.

e.       No Existing Claims or Assignment of Claims. Employee represents and warrants that he has not previously filed or joined in any claims that are released in this Agreement and that he has not given or sold any portion of any claims released herein to anyone else, and that he will indemnify and hold harmless the Company and the Releasees from all liabilities, claims, demands, costs, expenses and/or attorneys’ fees incurred as a result of any such prior assignment or transfer.

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f.       Defend Trade Secrets Act. Pursuant to 18 USC § 1833(b), an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.  Additionally, an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order.

g.       Acknowledgement of Legal Effect of Release. BY SIGNING THIS AGREEMENT, EMPLOYEE UNDERSTANDS THAT HE IS WAIVING ALL RIGHTS HE MAY HAVE HAD TO PURSUE OR BRING A LAWSUIT OR MAKE ANY LEGAL CLAIM AGAINST THE COMPANY OR THE RELEASEES, INCLUDING, BUT NOT LIMITED TO, CLAIMS THAT IN ANY WAY ARISE FROM OR RELATE TO EMPLOYEE’S EMPLOYMENT OR THE TERMINATION OF THAT EMPLOYMENT, FOR ALL OF TIME UP TO AND INCLUDING THE DATE OF THE EXECUTION OF THIS AGREEMENT. EMPLOYEE FURTHER UNDERSTANDS THAT BY SIGNING THIS AGREEMENT, EMPLOYEE IS PROMISING NOT TO PURSUE OR BRING ANY SUCH LAWSUIT OR LEGAL CLAIM SEEKING MONETARY OR OTHER RELIEF.

2.       General Provisions. This Agreement contains the entire understanding and agreement between the Parties relating to the subject matter of this Agreement, and supersedes any and all prior agreements or understandings between the Parties pertaining to the subject matter hereof. This Agreement may not be altered or amended except by an instrument in writing signed by both Parties. Employee has not relied upon any representation or statement outside this Agreement with regard to the subject matter, basis or effect of this Agreement. This Agreement will be governed by, and construed in accordance with, the laws of the State of California, excluding the choice of law rules thereof. This Agreement will be binding upon and inure to the benefit of the Parties and their respective representatives, successors and permitted assigns. If any one or more of the provisions of this Agreement, or any part thereof, will be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remainder of this Agreement will not in any way be affected or impaired thereby.

3.       No Admission; Attorneys Fees. Employee agrees that nothing contained in this Agreement will constitute or be treated as an admission of liability or wrongdoing by either Employee or the Company. In any action to enforce the terms of this Agreement, the prevailing Party will be entitled to recover its costs and expenses, including reasonable attorneys’ fees.

4.       ADEA Acknowledgement/Time Periods. With respect to the General Release in Section 1 of this Agreement, Employee agrees and understands that by signing this Agreement, Employee is specifically releasing all claims under the Age Discrimination in Employment Act, as amended, 29 U.S.C. Section 621 et seq. Employee acknowledges that he has carefully read and understands this Agreement in its entirety and executes it voluntarily and without coercion.

a.       Consideration Period. Employee is hereby advised to consult with a competent, independent attorney of Employee’s choice, at Employee’s expense, regarding the legal effect of this Agreement before signing it. Employee shall have forty-five (45) days from receipt of this Agreement to consider whether to execute it, but Employee may voluntarily choose to execute this Agreement before the end of the forty-five (45) day period.

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b.       Revocation Period. Employee understands that Employee has seven (7) days following his execution of this Agreement to revoke it in writing, and that this Agreement is not effective or enforceable until after this seven (7) day period has expired without revocation. If Employee wishes to revoke this Agreement after signing it, Employee must provide written notice of Employee’s decision to revoke the Agreement to the Company, Attention: [Company representative name, address and email address], by no later than 12:01 a.m. on the eighth (8^th) calendar day after the date by which Employee has signed this Agreement (the “Revocation Deadline”).

5.       Execution. Employee understands and agrees that this Agreement shall be null and void and have no legal or binding effect whatsoever if: (1) Employee signs but then timely revokes the Agreement before the Revocation Deadline or (2) the Agreement is not signed by Employee on or before the forty-fifth (45^th) day after Employee receives it.

[SIGNATURE PAGE FOLLOWS]

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By signing below, Employee represents and warrants that EMPLOYEE has full legal capacity to enter into this Agreement, Employee has carefully read and understands this Agreement in its entirety, has had a full opportunity to review this Agreement with an attorney of Employee’s choosing, and has executed this Agreement voluntarily, without duress, coercion or undue influence.

IN WITNESS WHEREOF, the undersigned, intending to be bound hereby, has agreed to the terms and conditions of this Agreement as of the date set forth below.

EMPLOYEE:

[_____________]

Date: _________________, 20___

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ELECTION TO EXECUTE PRIOR TO EXPIRATION

OF 45-DAY CONSIDERATION PERIOD

I, [_____________], understand that I have forty-five (45) days within which to consider and execute the attached Waiver and General Release Agreement. However, after having an opportunity to consult counsel, I have freely and voluntarily elected to execute the Waiver and General Release Agreement before such forty-five (45) day period has expired.

Date Signature

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EX-10.2

Exhibit 10.2

Annual RSUs - 2017 form

THE McCLATCHY COMPANY

2012 OMNIBUS INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT

THIS RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”) is entered into as of February 23, 2017 (the “Grant Date”), by and between THE McCLATCHY COMPANY, a Delaware corporation (the “Company”), and [_______] (the “Grantee”).

W I T N E S S E T H:

WHEREAS, the Board of Directors of the Company has established THE McCLATCHY COMPANY 2012 OMNIBUS INCENTIVE PLAN (as it may be amended from time to time, the “Plan”) in order to provide selected employees of the Company and its Affiliates with an opportunity to acquire shares of the Company’s Class A Common Stock (“Stock”); and

WHEREAS, the Committee has determined that it would be in the best interests of the Company and its stockholders to grant the Restricted Stock Units described in this Agreement to the Grantee as an inducement to remain in the service of the Company and as an incentive for extraordinary efforts during such service.

NOW, THEREFORE, it is agreed as follows:

SECTION 1. GRANT OF RESTRICTED STOCK UNITS.

(a)       Grant. The Company hereby grants to the Grantee an award of [_______] Restricted Stock Units, each such unit representing a share of Stock, subject to the terms and conditions stated below.

(b)       Plan. The Restricted Stock Units under this Agreement are granted pursuant to the Plan, a copy of which the Grantee acknowledges having received and read. The provisions of the Plan are incorporated into this Agreement by reference, and any defined terms not defined herein shall have the meaning prescribed in the Plan.

SECTION 2. NO TRANSFER OR ASSIGNMENT OF RESTRICTED STOCK UNITS.

To the extent not yet settled, the Restricted Stock Units granted hereunder and the rights and privileges conferred hereby shall not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to sale under execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the Restricted Stock Units, or of any right or privilege conferred hereby, contrary to the provisions hereof, or upon any attempted sale under any execution, attachment or similar process upon the rights and privileges conferred hereby, the Restricted Stock Units and the rights and privileges conferred hereby shall immediately become null and void.

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Annual RSUs - 2017 form

SECTION 3. VESTING AND FORFEITURE.

(a)       Vesting. These Restricted Stock Units shall vest in installments only to the extent the Grantee remains in Service on such date listed below (each, a “Vesting Date”), as follows:

Vesting Date:	Percentage of Shares of Stock Vested:
March 1, 2018	33.33%
March 1, 2019	66.67%
March 1, 2020	100%

(b)       Acceleration Upon Termination Without Cause, Resignation for Good Reason or in the Event of Death or Disability. Notwithstanding any contrary provision of the Plan or this Agreement, but subject to the delivery requirements of Section 5 below, the Restricted Stock Units awarded under this Agreement shall become fully vested in the event the Grantee is involuntarily terminated by the Company without Cause, resigns from the Company for Good Reason or terminates employment with the Company on account of death or Disability.

(i)Cause. For purposes of this Agreement, “Cause” shall mean (A) a willful failure by the Grantee to substantially perform the duties of his or her position with the Company, other than a failure resulting from the Grantee’s complete or partial incapacity due to physical or mental illness or impairment, or (B) a willful act by the Grantee which constitutes gross misconduct and which is materially injurious to the Company. No act, or failure to act, by the Grantee shall be considered “willful” unless committed without a reasonable belief that the act or omission was in the Company’s best interest.

(ii)       Good Reason. For purposes of this Agreement, “Good Reason” means the occurrence of any of the following circumstances, without the Grantee’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 the Grantee’s base compensation; (B) a material diminution in the Grantee’s authority, duties, or responsibilities; or (C) the geographic location at which the Grantee performs his or duties as of the date hereof is changed by a distance of more than 50 miles (except for required travel on Company business to the extent substantially consistent with the Grantee’s business travel obligations); provided further that a resignation shall not be considered to have been on account of Good Reason unless the Grantee provides the Company 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 the Company does not correct the condition in the time frame described above.

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Annual RSUs - 2017 form

(c)       Acceleration upon Termination (other than without Cause, for Good Reason or in the Event of Death or Disability). Notwithstanding any contrary provision of the Plan or this Agreement, but subject to the delivery requirements of Section 5 below, the Restricted Stock Units awarded under this Agreement shall become fully vested in the event that (A) the Grantee’s Service is terminated on or after the first Vesting Date under Section 3(a) for any reason (other than upon termination without Cause, resignation for Good Reason, or termination on account of death or Disability) and (B) the Grantee has accumulated 10 or more continuous years of Service and is 55 years of age or older at the time of such termination of Service.

(d)       Acceleration upon Change in Control. Notwithstanding any contrary provision of the Plan or this Agreement, upon a Change in Control while the Grantee remains in Service, the Grantee immediately shall become fully vested in the Restricted Stock Units under this Agreement.

(e)       Forfeiture. If vesting has not otherwise been accelerated as provided in this Section 3, the Grantee shall immediately forfeit all unvested Restricted Stock Units awarded under this Agreement upon his or her termination of Service with the Company.

(f)       Leaves of Absence. For purposes of this Agreement, the Grantee’s Service does not terminate when the Grantee goes on a bona fide leave of absence that was approved by the Company in writing if the terms of the leave provide for continued Service crediting, or when continued Service crediting is required by applicable law. The Grantee’s Service terminates in any event when the approved leave ends unless the Grantee immediately returns to active employee work. The Committee determines, in its sole discretion, which leaves count for this purpose, and when the Grantee’s Service terminates for all purposes under the Plan.

SECTION 4. STOCKHOLDER RIGHTS.

The Grantee will have no rights as a stockholder unless and until the Grantee becomes vested in accordance with Section 3, thereby becoming the holder of record of shares of Stock upon delivery of the Stock. In accordance therewith, the Grantee shall not be credited with Dividend Equivalent Rights on the Restricted Stock Units to the extent of dividends issued on shares of Stock.

SECTION 5. SETTLEMENT OF RESTRICTED STOCK UNITS.

(a)       Delivery of Shares of Stock. In the event the Grantee becomes vested in all or a portion of the Restricted Stock Units under this Agreement, the Restricted Stock Units shall be settled by delivery of shares of Stock in respect of each Restricted Stock Unit on the earlier of (i) the date the Grantee’s Restricted Stock Units vest pursuant to the vesting schedule specified in Section 3(a) or as accelerated pursuant to Section 3(d) and, except as required below in paragraph (b), the date of such vesting shall be the record date of the Grantee’s ownership of the shares of Stock; or (ii) the first day of the seventh month following the date of the Grantee’s termination of Service (or the date of the Grantee’s death, if earlier) and, except as required below in paragraph (b), the first day of the seventh month following the date of the Grantee’s termination of Service (or the date of the Grantee’s death, if earlier) shall be the record date of Grantee’s ownership of the shares of Stock (such earlier date, the “Payout Date”). Any fractional shares shall be delivered in cash. The certificates for the shares of Stock so delivered may be recorded using the book-entry method of recording share issuance and dividends. To the extent shares of Stock delivered in accordance with this Agreement is used to cover applicable tax withholding (as described below) the certificate shall be accompanied by a duly executed Assignment Separate from Certificate in the form attached hereto as Exhibit A.

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Annual RSUs - 2017 form

(b)       Delayed Delivery. In no event will the Stock be delivered beyond December 31 of the calendar year in which the Payout Date occurs; provided that delivery of Stock shall be delayed to the extent the Committee reasonably anticipates that making payment would violate Federal securities laws or other applicable law, in which case the Stock shall instead be delivered at the earliest date at which the Committee reasonably anticipates that undertaking the delivery will not give rise to the violation just described.

SECTION 6. LEGALITY OF INITIAL ISSUANCE.

No shares of Stock shall be issued upon the vesting of all or a portion of this Award unless and until the Company has determined that:

(a)       It and the Grantee have taken any actions required to register the shares of Stock under the Securities Act or to perfect an exemption from the registration requirements thereof;

(b)       Any applicable listing requirement of any stock exchange on which the shares of Stock is listed has been satisfied; and

(c)       Any other applicable provision of state or federal law has been satisfied.

SECTION 7. NO REGISTRATION RIGHTS.

The Company may, but shall not be obligated to, register or qualify the sale of the shares of Stock under the Securities Act or any other applicable law. The Company shall not be obligated to take any affirmative action in order to cause the sale of the shares of Stock under this Agreement to comply with any law.

SECTION 8. RESTRICTIONS ON TRANSFER OF SHARES OF STOCK.

Regardless of whether the offering and sale of the shares of Stock under the Plan have been registered under the Securities Act or have been registered or qualified under the securities laws of any state, the Company may impose restrictions upon the sale, pledge or other transfer of such shares of Stock (including the placement of appropriate legends on stock certificates) if, in the judgment of the Company and its counsel, such restrictions are necessary or desirable in order to achieve compliance with the provisions of the Securities Act, the securities laws of any state or any other law.

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Annual RSUs - 2017 form

SECTION 9. ADJUSTMENT OF STOCK.

(a)       General. If the number of outstanding shares of common stock is increased or decreased or the shares of common stock are changed into or exchanged for a different number or kind of Stock or other securities of the Company on account of any recapitalization, reclassification, stock split, reverse split, combination of Stock, exchange of Stock, stock dividend or other distribution payable in capital stock, or other increase or decrease in such Stock effected without receipt of consideration by the Company occurring after the Grant Date, the Committee shall make appropriate adjustments in the number of shares of Restricted Stock Units covered by this grant.

(b)       Merger or Reorganization. In the event that the Company is a party to a merger or other reorganization, this grant shall be subject to the agreement of merger or reorganization. Such agreement may provide, without limitation, for the assumption of this grant by the surviving corporation or its parent, for its continuation by the Company (if the Company is a surviving corporation) or for settlement in cash.

(c)       Reservation of Rights. Except as provided in this Section 9, the Grantee shall have no rights by reason of any subdivision or consolidation of shares of Stock of any class, the payment of any stock dividend or any other increase or decrease in the number of shares of Stock of any class. Any issue by the Company of shares of Stock of any class, or securities convertible into shares of Stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number of Restricted Stock Units subject to this grant. The award of this grant shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, to merge or consolidate or to dissolve, liquidate, sell or transfer all or any part of its business or assets.

SECTION 10. CERTAIN CUT-BACK OF PAYMENTS.

Notwithstanding anything to the contrary in this Agreement, if payments made pursuant to this Agreement are considered “parachute payments” under Code Section 280G, then the sum of such parachute payments plus any other payments made by the Company to the Grantee which are considered parachute payments shall be limited to the greatest amount which may be paid to the Grantee under Code Section 280G without causing any loss of deduction to the Company under such section; but only if, by reason of such reduction, the Committee reasonably determines that the net after tax benefit of Grantee shall exceed the net after tax benefit if such reduction were not made.  The Company shall accomplish any such reduction required pursuant to this Section 10 by first reducing or eliminating any cash payments (with the payments to be made furthest in the future being reduced first), then by reducing or eliminating any accelerated vesting of Performance-Based Awards, then by reducing or eliminating any accelerated vesting of Options or SARs, then by reducing or eliminating any accelerated vesting of Restricted Stock or Restricted Stock Units, then by reducing or eliminating any other remaining parachute payments.

SECTION 11. MISCELLANEOUS PROVISIONS.

(a)       Withholding Taxes. In the event that the Company determines that it is required to withhold foreign, federal, state or local tax as a result of the vesting of Restricted Stock Units and delivery of shares of Stock pursuant to this Agreement, the Grantee, as a condition to the vesting of the Restricted Stock Units, shall make arrangements satisfactory to the Company to enable it to satisfy all withholding requirements. Satisfactory arrangements shall include share withholding and delivery of previously owned Stock acquired pursuant to this Agreement in an amount equal to the minimum applicable withholding or other taxes due.

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Annual RSUs - 2017 form

(b)       No Employment Rights. Nothing in this Agreement shall be construed as giving the Grantee the right to be retained as an employee or in any Service capacity. The Company reserves the right to terminate the Grantee’s service at any time and for any reason.

(c)       Notice. Any notice required by the terms of this Agreement shall be given in writing and shall be deemed effective upon personal delivery or upon deposit with the United States Postal Service, by registered or certified mail with postage and fees prepaid and addressed to the party entitled to such notice at the address shown below such party’s signature on this Agreement, or at such other address as such party may designate by 10 days’ advance written notice to the other party to this Agreement.

(d)       Consent to Electronic Delivery. The Company may choose to deliver certain statutory materials relating to the Plan in electronic form. By accepting this grant, Grantee agrees that the Company may deliver the Plan prospectus and the Company’s annual report to the Grantee in electronic format. If at any time the Grantee prefers to receive paper copies of such documents, as the Grantee is entitled to, the Company will provide copies. Request for paper copies of such documents may be made to the Secretary of the Company at 916-321-1828 or bmcconkey@mcclatchy.com.

(e)       Entire Agreement. This Agreement and the Plan constitute the entire contract between the parties hereto with regard to the subject matter hereof.

(f)       Choice of Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, as such laws are applied to contracts entered into and performed in such State.

(g)        Code Section 409A. It is intended that this Agreement comply with Section 409A of the Code (“Section 409A”) to the extent subject thereto, and, accordingly, to the maximum extent permitted, the Agreement shall be interpreted and administered to be in compliance with Section 409A. To the extent that the Company determines that the Grantee would be subject to the additional taxes or penalties imposed on certain nonqualified deferred compensation plans pursuant to Section 409A as a result of any provision of this Agreement, such provision shall be deemed amended to the minimum extent necessary to avoid application of such additional taxes or penalties. The Company shall determine the nature of any such amendment. Notwithstanding anything to the contrary in this Agreement, for purposes of any provision of this Agreement providing for the delivery of any shares of Stock upon or following a termination of employment or a termination of Service that are considered “deferred compensation” under Section 409A, references to the Grantee’s “termination of employment” or “termination of Service” (and corollary terms) with the Company shall be construed to refer to the Grantee’s “separation from service” (as defined for purposes of Section 409A).

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Annual RSUs - 2017 form

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by its officer duly authorized to act on behalf of the Committee, and the Grantee has personally executed this Agreement.

THE McCLATCHY COMPANY
By
	Secretary
Company’s Address:
	2100 Q Street
	Sacramento, CA 95816

GRANTEE

Grantee’s Address:

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EXHIBIT A

ASSIGNMENT SEPARATE FROM CERTIFICATE

FOR VALUE RECEIVED, _____________hereby sells, assigns and transfers unto The McClatchy Company, a Delaware corporation (the “Company”), ____________ (__________) shares of Class A common stock of the Company represented by Certificate No. ___ herewith and does hereby irrevocable constitute and appoint ______________ attorney to transfer the said stock on the books of the Company with full power of substitution in the premises.

Dated:____________, 20___

Print Name

Signature

Spouse Consent (if applicable)

___________________ (Purchaser’s spouse) indicates by the execution of this Assignment his or her consent to be bound by the terms herein as to his or her interests, whether as community property or otherwise, if any, in the shares of Class A common stock of the Company.

Signature

INSTRUCTIONS: PLEASE DO NOT FILL IN ANY BLANKS OTHER THAN THE SIGNATURE LINE. THE PURPOSE OF THIS ASSIGNMENT IS TO ENABLE THE COMPANY TO CANCEL SHARES OF STOCK IN CONNECTION WITH SHARE WITHHOLDING FOR SATISFACTION OF TAX WITHHOLDING, AS APPLICABLE, AT SUCH TIME AS ANY SHARES OF STOCK ARE DELIVERED UNDER THE AGREEMENT.

A-1