Form 8-K

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Q4eLO2RdWaUBO4cs/fLe89H+aCJfF4HBQQGOYzqB5AKIImcbUWQxcC0Gb16IVOpT ZEvMNXtqBEQbk41gx7HA5g== 0001193125-05-247796.txt : 20051222 0001193125-05-247796.hdr.sgml : 20051222 20051222172043 ACCESSION NUMBER: 0001193125-05-247796 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20051216 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051222 DATE AS OF CHANGE: 20051222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KNIGHT RIDDER INC CENTRAL INDEX KEY: 0000205520 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 380723657 STATE OF INCORPORATION: FL FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07553 FILM NUMBER: 051283008 BUSINESS ADDRESS: STREET 1: 50 W SAN FERNANDO ST CITY: SAN JOSE STATE: CA ZIP: 95113 BUSINESS PHONE: 4089387700 MAIL ADDRESS: STREET 1: 50 W SAN FERNANDO ST CITY: SAN JOSE STATE: CA ZIP: 95113 FORMER COMPANY: FORMER CONFORMED NAME: KNIGHT RIDDER NEWSPAPERS INC /FL/ DATE OF NAME CHANGE: 19860707 8-K 1 d8k.htm FORM 8-K Form 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): December 16, 2005

Knight-Ridder, Inc.

(Exact name of registrant as specified in its charter)

Florida

1-7553

38-0723657

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

50 W. San Fernando Street, Suite 1500, San Jose,

California

95113

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (408) 938-7700

Not applicable

(Former name or former address, if changed since last report.)

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 (see General Instruction A.2. below):

¨	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))

Section 1 – Registrant’s Business and Operations

Item 1.01

Entry into a Material Definitive Agreement.

On December 16, 2005, the Compensation Committee (the “Committee”) of the Board of Directors of Knight-Ridder, Inc. (the “Company”) completed its annual review and establishment of compensation for executives at the Company, which included a review of compensation information for top executives at comparable companies.

Grant Agreements for the Employee Equity Incentive Plan

On April 26, 2005, the shareholders of the Company approved the Knight-Ridder, Inc. Employee Equity Incentive Plan (the “Equity Plan”), a copy of which is on file with the Securities and Exchange Commission as Exhibit 99.1 to the Company’s Form 8-K filed May 2, 2005. Pursuant to the Equity Plan, the Company intends to make, from time to time, but generally on an annual basis, grants of stock options and restricted stock units to key employees (including executive officers). The options granted to executive officers now typically vest over a four-year period instead of the three-year period that had previously been the norm. Restricted stock units have not previously been granted under the Equity Plan. Like the options, they typically vest over a four-year period but, in addition, are subject to a vesting condition based on a comparison of the Company’s operating profit in the coming year against operating profit in the prior year. For the executive officers, the Committee at its December 16, 2005 meeting granted options and awarded restricted stock units, each having approximately equivalent value, based on a 4:1 option to restricted stock unit ratio (e.g., an executive officer receiving an option grant to purchase 400 shares of stock would also receive a restricted stock unit for 100 shares). The aggregate number of option grants and restricted stock unit awards (when adjusted on a 4:1 basis) taken together also reflect an approximately 5% reduction from the prior year’s grant.

As part of its annual review of compensation for the executive officers, the Committee approved the form of stock option grant agreement attached hereto as Exhibit 99.1 and the form of restricted stock unit agreement attached hereto as Exhibit 99.2.

The Committee also effected a change to the Long-Term Incentive Plan (“LTIP”) for the 2006-2008 period, which it had been contemplating for over a year. In the past, grants have been made under the LTIP that pay out every third year (if targets are achieved) based on three times 75% of a participant’s salary. Such an LTIP award was typically made every three years. For 2006, the Committee decided to reduce the amounts paid under the LTIP award to one third of the amount historically paid. These LTIP awards would still have a three-year measurement period, but the Committee expects to grant such an LTIP award annually, rather than every three years. These LTIP awards will be made to executive officers and other key employees. The Committee approved the initial award as restricted stock units with performance conditions for vesting. The grant will be made January 1, 2006, and the amount of restricted stock units granted to each participant will be based on 75% of the then salary of that participant divided by the Company’s average closing price for a share of the Company’s stock during the month of December 2005. The amount to be paid is based on the Company’s total shareholder return (“TSR”) relative to that of a peer group based on the average closing price for October 2005 versus the average closing price for December 2008. The form of restricted stock unit with LTIP-type vesting conditions is attached hereto as Exhibit 99.3.

Long-Term Incentive Transition Plan

To assist the transition from the historical form of LTIP, the Committee adopted a two-year, long-term incentive transition plan (“Transition LTIP”). The Transition LTTP award will be paid in two tranches, where amounts are determined on the basis of TSR described above, except that the end period is based on the average closing price during December 2006 and December 2007, respectively, for each of the tranches. The Transition LTIP award is based on 75% of a participant’s salary for each tranch and is paid in cash. The Transition LTIP is attached hereto as Exhibit 99.4.

Amendment to Annual Incentive Plan

As part of the compensation review, the Committee determined that the bonus target for 2006 for the Chief Executive Officer should be increased to 95% of salary from 85% of salary for 2005. The Committee also determined that bonus targets for 2006 for the Senior Vice Presidents of the Company, should be increased to 60% of salary from 50% of salary for 2005 and amended the Knight Ridder Annual Incentive Plan (“Bonus Plan”) to allow the Committee to set bonus targets for the Senior Vice Presidents of the Company outside of the 50% limit prescribed by the Bonus Plan. A copy of the amended and restated Bonus Plan is attached hereto as Exhibit 99.5.

The foregoing descriptions do not purport to be complete, and are qualified in their entirety by reference to the exhibits attached hereto and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.


Exhibit No.		Description
99.1		Form of Stock Option Grant Under Knight-Ridder, Inc. Employee Equity Incentive Plan

99.2		Form of Restricted Stock Unit Agreement Under Knight-Ridder, Inc. Employee Equity Incentive Plan (operating profit condition and four-year vesting)

99.3		Form of Restricted Stock Unit Agreement Under Knight-Ridder, Inc. Employee Equity Incentive Plan (total shareholder return relative to peer companies condition and three-year cliff vesting)

99.4		Knight Ridder Long-Term Incentive Transition Plan (as adopted effective January 1, 2006)

99.5		Knight Ridder Annual Incentive Plan, as amended and restated effective January 1, 2006

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 hereunto duly authorized.


KNIGHT-RIDDER, INC.

By:		/s/ Gordon Yamate
		Gordon Yamate
		Vice President and General Counsel

Date: December 22, 2005

EXHIBIT INDEX


Exhibit No.		Description
99.1		Form of Stock Option Grant Under Knight-Ridder, Inc. Employee Equity Incentive Plan

99.2		Form of Restricted Stock Unit Agreement Under Knight-Ridder, Inc. Employee Equity Incentive Plan (operating profit condition and four-year vesting)

99.3		Form of Restricted Stock Unit Agreement Under Knight-Ridder, Inc. Employee Equity Incentive Plan (total shareholder return relative to peer companies condition and three-year cliff vesting)

99.4		Knight Ridder Long-Term Incentive Transition Plan (as adopted effective January 1, 2006)

99.5		Knight Ridder Annual Incentive Plan, as amended and restated effective January 1, 2006

EX-99.1 2 dex991.htm FORM OF STOCK OPTION GRANT UNDER KNIGHT-RIDDER, INC. Form of Stock Option Grant Under Knight-Ridder, Inc.

Exhibit 99.1

Grant Number: «Number»

STOCK OPTION GRANT

UNDER KNIGHT-RIDDER, INC.

EMPLOYEE EQUITY INCENTIVE PLAN

THIS STOCK OPTION GRANT dated «Option_Date» is made by KNIGHT-RIDDER, INC., hereinafter called the “Company,” to «First_Name» «Middle_Name» «Last_Name», hereinafter called the “Optionee.”

WITNESSETH, THAT:

WHEREAS, the Company, by action of its shareholders, adopted and approved an Employee Equity Incentive Plan, effective April 26, 2005 (the “Plan”).

WHEREAS, the purpose of the Plan is to enable the Company and its subsidiaries to attract and retain key employees.

NOW THEREFORE, the Company hereby grants a non-qualified option under the Plan to the Optionee on the following terms and conditions:

1.	AMOUNT OF STOCK SUBJECT TO OPTION:

The Company hereby grants to the Optionee the right to purchase «Shares_Granted» shares of authorized and unissued Common Stock of the Company or shares reacquired by the Company and held in Treasury, which stock is to be issued by the Company upon the exercise of this option as hereinafter set forth. This option shall not be an incentive stock option as defined in Section 422 of the Internal Revenue Code.

2.	PURCHASE PRICE/TAXES:

The purchase price per share for this option shall be $«Option_Price», one hundred percent (100%) of the fair market value (as defined in the Plan) of the Common Stock at the time the option is granted.

Upon or before the exercise of this option or any part thereof, the Optionee will also be required to pay to the Company or make arrangements satisfactory to the Company for the payment of the appropriate amount of federal, state, local and foreign taxes required to be withheld in connection with the exercise before the purchased shares will be issued. The Optionee shall have the right to satisfy applicable withholding obligations by having the Company withhold shares otherwise deliverable to the Optionee upon exercise of the option.

3.	PERIOD OF OPTION AND EXERCISE THEREOF:

(a) Subject to paragraph 5 below, one-fourth of the shares subject to this option (rounded up to the nearest whole share) may be purchased at any time following the first anniversary of the date of this grant, one-fourth of the shares subject to this option may be purchased at any time following the second anniversary of the date of this grant, one-fourth of the shares subject to this option may be purchased at any time following the third anniversary of the date of this grant, and the remaining shares subject to this option may be purchased at any time following the fourth anniversary of the date of this grant; provided, however, that in no event may any part of this option be exercised following «Expiration_Date_Period_1».

(b) In order to exercise this option or any part thereof, the Optionee shall give notice to the Company through the Company’s designated broker (the “Designated Broker”), of the Optionee’s intention to purchase all or part of the shares subject to this option, and in said notice the Optionee shall set forth the number of shares as to which he or she desires to exercise the option, and he or she shall pay for such shares in full at the time of the exercise of such option. Such payment may be made in cash, through the delivery to the Company of shares of common stock of the Company which the Optionee has owned for at least six months with a value equal to the total option price, or through a combination of cash and such shares, and any shares so delivered shall be valued at their fair market value on the date on which the option is exercised.

Payment of the purchase price may also be made through the delivery to the Company of the sale proceeds of all or part of the shares of common stock of the Company that are the subject of this option; provided that the Optionee instructs the Company’s designated broker (the “Designated Broker”) to effect on the date such instruction is given to the Designated Broker (which shall be deemed to be the date of exercise) or as early as practicable thereafter the sale of such number of such shares “at the market” in a broker’s transaction (within the meaning of Section 4(4) of the Securities Act of 1933, as amended), the proceeds of which shall be at least equal to the purchase price of this option plus the amount of taxes required to be withheld plus transaction costs. In accordance with these instructions, the Designated Broker shall sell such shares, deliver to the Company the portion of the proceeds of such sale which equals the purchase price of this option plus the amount of taxes required to be withheld and remit the remaining sale proceeds (net of transaction costs), to the Optionee.

The notice of exercise must be delivered or, if mailed, postmarked on or before the date on which the right to exercise this option expires. No shares shall be issued to the Optionee until final payment for said shares has been made, and the Optionee shall have none of the rights of a shareholder until said shares are issued to the Optionee.

4.	NON-TRANSFERABILITY OF OPTION:

This option is not transferable otherwise than by Will or by the laws of descent and distribution, and this option shall be exercisable during the Optionee’s lifetime only by the Optionee.

5.	TERMINATION OF EMPLOYMENT, RETIREMENT OR DEATH OF OPTIONEE:

If the Optionee shall cease to be employed by the Company or one of its subsidiaries, as the case may be, for any reason other than (1) death, disability, or retirement pursuant to a retirement plan of the Company or one of its subsidiaries, or (2) the termination of the Optionee’s employment for “cause” (as defined below) by the Company or one of its subsidiaries, this option, if not theretofore exercised, shall be exercisable only within 90 days after such termination, but in no event after the expiration of the term of this option set forth in paragraph 3 above. Notwithstanding the preceding sentence or any other provision of this option grant, absent a different result under the Plan in connection with a Corporate Transaction (as defined in the Plan), if the Optionee’s termination of employment for any reason (including death, disability or retirement) occurs within one year of the date of grant of this option, the option shall terminate immediately upon the Optionee’s termination of employment. In each case where the option may be exercised for a period following the Optionee’s termination of employment other than termination by reason of the Optionee’s retirement or disability, the option may be exercised during such period solely to the extent it could have been exercised on the date of the Optionee’s termination of employment.

In the event that the Optionee’s termination of employment is for “cause”, this option shall forthwith cease and terminate. The Company or any of its subsidiaries shall have cause to terminate the Optionee’s employment only on the basis of the Optionee’s having been guilty of fraud, misappropriation, embezzlement or any other act or acts of dishonesty constituting a felony and resulting or intended to result directly or indirectly in a substantial gain or personal enrichment to the Optionee at the expense of the Company or any of its subsidiaries.

Notwithstanding the foregoing, the Optionee shall not be deemed to have been terminated for cause unless and until there shall have been delivered to the Optionee a copy of a resolution (i) duly adopted by three quarters (3/4) of the entire membership of the Compensation Committee of the Board of Directors, or of the Board of Directors of the Company, at a meeting called and held for such purpose after reasonable notice to the Optionee and an opportunity for the Optionee, together with the Optionee’s counsel, to be heard before such Committee or the Board of Directors of the Company, as the case may be, and (ii) finding that in the good faith opinion of such Committee or the Board of Directors of the Company, as the case may be, the Optionee was guilty of conduct described in the preceding sentence and specifying the particulars of such conduct in detail. However, the Optionee’s right to exercise this option shall be automatically suspended from the moment the Optionee is notified that the Company has commenced an investigation into whether there are grounds for terminating the Optionee’s employment for “cause” until a determination has been made that no such grounds exist.

In the event of the retirement of the Optionee pursuant to a retirement plan of the Company or one of its subsidiaries, as the case may be, this option shall be exercisable for five (5) years after the date of such retirement, but in no event after the expiration of the

term of this option set forth in paragraph 3 above. Options not exercisable on the date of the Optionee’s retirement shall continue to become exercisable during such period in accordance with the schedule set forth in paragraph 3(a), but no additional options shall become exercisable following the Optionee’s death.

In the event of the disability or death of the Optionee while in the employ of the Company or one of its subsidiaries or during any post-employment period during which this option is otherwise exercisable under the Plan and this grant, this option shall be exercisable at any time prior to the expiration of the earliest of (i) five (5) years after the date of such disability, (ii) three (3) years after the date of such death, (iii) five (5) years after the date of the Optionee’s retirement, and (iv) the end of the otherwise applicable post-employment exercise period, but in no event after the expiration of the term of this option set forth in paragraph 3 above. Options not exercisable on the date of the Optionee’s termination of employment by reason of disability shall continue to become exercisable during such period in accordance with the schedule set forth in paragraph 3(a), but no additional options shall become exercisable following the Optionee’s death.

In the event of the Optionee’s death, this option may only be exercised by the personal representative of the Optionee, or by the person or persons to whom the rights under this option have passed by the Optionee’s Will or by the laws of descent and distribution of the state in which the Optionee was domiciled at the time of the Optionee’s death, and then this option may only be exercised to the extent that the Optionee was entitled to exercise the same at the time of the Optionee’s death.

6.	CHANGE IN CAPITAL:

If prior to the expiration of this option, there shall be any changes in the Common Stock structure of the Company by reason of the declaration of stock dividends, recapitalization resulting in stock split-ups or combinations or exchanges of shares by reason of merger, consolidation, or by any other means, then the number of shares subject to this option and the purchase price per share shall be equitably and appropriately adjusted by the Board of Directors of the Company as in its sole and uncontrolled discretion shall seem just and reasonable in the light of all the circumstances pertaining thereto.

7.	CORPORATE TRANSACTIONS:

The terms and conditions affecting this option in the event of certain corporate transactions are detailed in the Plan.

8.	THE RIGHT TO TERMINATE EMPLOYMENT:

This option shall not confer upon the Optionee any right with respect to being continued in the employ of the Company and its subsidiaries or interfere in any way with the right of the Company and its subsidiaries to terminate the Optionee’s employment at any time, nor shall it interfere in any way with the right of the Optionee to terminate the Optionee’s employment.

9.	REGISTRATION AND OTHER REQUIREMENTS:

This option is subject to the requirement and condition that if the Board of Directors of the Company shall determine that the listing, registration or qualification upon any securities exchange or under any state or federal law, or the approval or consent of any governmental body, or the Optionee’s satisfaction of applicable tax withholding obligations or agreement with respect to the disposition of the shares purchased hereunder is necessary or desirable as a condition to the issuance or purchase of any shares subject to this option, then this option may not be exercised in whole or in part unless or until such listing, registration, qualification, approval, consent, satisfaction, or agreement has been obtained, free of any conditions which are not acceptable to the Board of Directors of the Company, and the sale and delivery of stock hereunder is also subject to the above requirements and conditions.

10.

INTERPRETATION OF STOCK OPTION GRANT:

This option is subject to all terms and provisions of the Plan. In the event of a conflict between one or more provisions of this option grant and one or more provisions of the Plan, the provisions of the Plan will govern.

The interpretation and decision with regard to all questions arising under the Plan or this stock option grant shall be made by the Compensation Committee of the Company’s Board of Directors and, unless overruled or modified by the Board of Directors, shall be final and conclusive on the Optionee and the persons to whom the Optionee’s rights under this option pass upon his or her death.



/s/ Polk Laffoon				/s/ P. Anthony Ridder
Polk Laffoon				P. Anthony Ridder
Vice President & Secretary				Chairman and Chief Executive Officer
KNIGHT-RIDDER, INC.				KNIGHT-RIDDER, INC.

EX-99.2 3 dex992.htm FORM OF RESTRICTED STOCK UNIT AGREEMENT UNDER KNIGHT-RIDDER, INC. Form of Restricted Stock Unit Agreement Under Knight-Ridder, Inc.

Exhibit 99.2

KNIGHT-RIDDER, INC.

EMPLOYEE EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT

I.	NOTICE OF GRANT

Unless otherwise defined herein, the terms defined in the Employee Equity Incentive Plan will have the same defined meanings in this Notice of Grant.


Name:		(“Participant”)

Address:

The Participant has been granted Restricted Stock Units (“RSUs”). Each RSU represents the right to receive one Share, subject to the terms and conditions of the Plan and this Restricted Stock Unit Agreement (“Agreement”), as follows:


Date of Grant (“RSU Grant Date”):

Vesting Commencement Date:

Number of RSUs:

Vesting Schedule:

Shares will only begin to vest if the Company determines, in its sole discretion, that Company 2006 fiscal year financial performance (measured based on operating profit) equals or exceeds 80% of Company 2005 fiscal year financial performance with such determination made in accordance with the terms and conditions of the Company’s Annual Incentive Plan (the “Vesting Commencement Date”). On the Vesting Commencement Date, 25% of the Shares subject to the RSU Award will immediately vest and 25% of the Shares subject to the RSU Award will vest on each anniversary of the RSU Grant Date thereafter, so that the RSU Award will be fully vested four (4) years after the RSU Grant Date.

By your signature and the signature of the Company’s representative below, you and the Company agree that this Award of Restricted Stock Units is granted under and governed by the terms and conditions of the Plan and the Agreement.


PARTICIPANT:				KNIGHT-RIDDER, INC.:


Signature				By


Print Name				Title

Date: , 2005				Date: , 2005

-1-

II.

AGREEMENT

1. Grant of the RSUs. As set forth in the Notice of Grant, the Company has granted the Participant RSUs. However, unless and until the RSUs are vested, the Participant will have no right to receive the Shares under the RSU grant. Prior to actual payment of any Shares, RSUs will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company.

2. Vesting of RSUs. Subject to Sections 4, 6, 7 and 8, the Participant will vest in the RSUs in accordance with the vesting schedule set forth in the Notice of Grant; provided, that, in the event of the Participant’s Termination, the Participant’s right to vest in the RSUs and to receive the related Shares will also terminate effective as of the Termination Date and the Participant will have no further rights to unvested RSUs or the related Shares.

3. Issuance of Shares. No Shares shall be issued to the Participant prior to the date on which the RSUs vest. After any RSUs vest and subject to the terms of this Agreement, the Company shall promptly cause to be issued (either in book-entry form or otherwise) to the Participant or the Participant’s beneficiaries, as the case may be, Shares with respect to such vested RSUs. No fractional Shares shall be issued under this Agreement.

4. Administrator Discretion. The Administrator, in its discretion, may accelerate the vesting of the balance, or some lesser portion of the balance, of the RSUs at any time, subject to the terms of the Plan. If they are accelerated, RSUs will be considered as having vested as of the date specified by the Administrator.

5. Leave of Absence. The Participant’s rights with respect to the RSU in the event of a leave of absence or a change in the Participant’s regularly scheduled hours of employment (other than a change due to a Termination) will be affected in accordance with the Company’s applicable employment policies or the terms of any agreement between the Participant and the Participant’s employer with respect thereto.

6. Retirement of Participant. In the event of Participant’s Retirement while employed by the Company or a Subsidiary, the RSU will, if granted one year or more prior to the Participant’s Retirement, continue to vest during the remainder of the original Vesting Schedule (as specified in the Notice of Grant).

7. Death of Participant. In the event of Participant’s death while employed by the Company or a Subsidiary, the RSU will continue to vest for up to three (3) years thereafter during the original Vesting Schedule (as specified in the Notice of Grant). Any distribution or delivery to be made to the Participant under this Agreement will, if the Participant is then deceased, be made to the administrator or executor of the Participant’s estate. Any such administrator or executor must furnish the Company with (a) written notice of his or her status as transferee, and (b) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer.

8. Disability of Participant. In the event of Participant’s Disability while in the employ of the Company or a Subsidiary, the RSU will continue to vest during the remainder of the original Vesting Schedule (as specified in the Notice of Grant).

9. Taxes.

(a) Generally. The Participant is ultimately liable and responsible for all taxes owed in connection with the RSU, regardless of any action the Company or any of its Subsidiaries takes with respect to any tax withholding obligations that arise in connection with the RSU. Neither the Company nor any of its Subsidiaries makes any representation or undertaking regarding the treatment of any tax withholding in connection with the grant or vesting of the RSU or the subsequent sale of Shares issuable pursuant to the RSU. The Company and its Subsidiaries do not commit and are under no obligation to structure the RSU to reduce or eliminate the Participant’s tax liability.

(b) Payment of Withholding Taxes. Prior to any event in connection with the RSU (e.g., vesting) that the Company determines may result in any domestic or foreign tax withholding obligation, whether national, federal, state or local, including any social tax obligation (the “Tax Withholding Obligation”), the Participant must arrange for the satisfaction of the minimum amount of such Tax Withholding Obligation in a manner acceptable to the Company.

-2-

(i) Stock Withholding. The Company may, in its discretion, withhold a portion of the vested RSUs that have an aggregate market value sufficient to pay the minimum Tax Withholding Obligation. No fractional Shares shall be withheld or issued pursuant to the grant of RSUs and the issuance of Shares thereunder; any additional withholding necessary for this reason shall be done by the Company through the Participant’s paycheck. Accordingly, to the extent the Fair Market Value of the number of whole Shares withheld by the Company exceeds the Tax Withholding Obligation, the Company shall pay the Participant the difference. In the event the minimum Tax Withholding Obligations are not satisfied through the withholding of Shares (or, through the Participant’s paycheck, as indicated above), no settlement and issuance of the Shares underlying vested RSUs shall be made to the Participant (or his or her estate) unless and until satisfactory arrangements (as determined by the Company) have been made by the Participant with respect to the payment of the Tax Withholding Obligation. By accepting this Award, the Participant expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this Section 9.

(ii) By Check, Wire Transfer or Other Means. At any time not less than five (5) business days before any Tax Withholding Obligation arises (e.g., a vesting date), the Participant may elect to satisfy his or her Tax Withholding Obligation by delivering to the Company an amount that the Company determines is sufficient to satisfy the Tax Withholding Obligation by (A) wire transfer to such account as the Company may direct, (B) delivery of a certified check payable to the Company, c/o Stock Administration, or such other contact as the Company may from time to time direct, or (C) such other means as the Company may establish or permit.

(c) Right to Retain Shares. The Company may refuse to issue any Shares to the Participant until he or she satisfies the Tax Withholding Obligation. To the maximum extent permitted by law, the Company has the right to retain without notice from Shares issuable under the RSU or from salary or other amounts payable to the Participant, Shares or cash having a value sufficient to satisfy the Tax Withholding Obligation.

10. Rights as Stockholder. Neither the Participant nor any person claiming under or through the Participant will have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares (which may be in book entry form) will have been issued and recorded on the records of the Company or its transfer agents or registrars, and delivered to the Participant (including through electronic delivery to a brokerage account). After such issuance, recordation and delivery, the Participant will have all the rights of a stockholder of the Company with respect to voting such Shares, receipt of Dividend Equivalent Rights and distributions on such Shares.

11. Dividend Equivalent Rights. Effective on the date of payment of cash dividends on the Shares occurring on and after the Date of Grant and before the applicable issuance of Shares pursuant to an RSU, the number of RSUs subject to this Award shall be increased by such additional whole and/or fractional RSUs determined by the following formula:

X = (A x B) / C

where,

“X” is the number of whole and/or fractional RSUs to be credited with respect to the Award;

“A” is the amount of cash dividends paid on one Share;

“B” is the number of whole and fractional RSUs subject to this Award as of the cash dividend record date but immediately prior to the application of this Section; and

“C” is the Fair Market Value of a Share on the cash dividend payment date.

Such additional RSUs shall be subject to the same terms and conditions and shall be settled in the same manner and at the same time as the RSUs originally subject to this Award.

-3-

12. No Effect on Employment. The transactions contemplated hereunder and the vesting schedule set forth in the Notice of Grant do not constitute an express or implied promise of continued employment for any period of time.

13. Award is Not Transferable. Except to the limited extent provided in Section 7 above, this Award of RSUs and the rights and privileges conferred hereby will not be transferred, assigned, pledged or hypothecated in any way by the Participant (whether by operation of law or otherwise) and will not be subject to sale under execution, attachment or similar process, until the Participant has been issued the Shares. Upon any attempt by the Participant to transfer, assign, pledge, hypothecate or otherwise dispose of this Award, or any right or privilege conferred hereby, or upon any attempted sale under any execution, attachment or similar process, this Award and the rights and privileges conferred hereby immediately will become null and void.

14. Corporate Transaction. In the event of a Corporate Transaction, the RSUs will be treated as set forth in Section 21 of the Plan; provided, however, that if the Corporate Transaction occurs prior to December 26, 2006, then the conditions of the Vesting Commencement Date shall be deemed to be met and 25% of the Shares subject to the RSU Award will vest on December 26, 2006 and the 25% of the Shares subject to the RSU Award will vest on each anniversary of the RSU Grant Date, subject to any accelerated vesting as may occur pursuant to Section 21 of the Plan.

15. Entire Agreement. This Agreement, subject to the terms and conditions of the Plan and the Notice of Grant, represents the entire agreement between the parties with respect to the RSUs.

16. Binding Agreement. Subject to the limitation on the transferability of this Award contained herein, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

17. Additional Conditions to Issuance of Certificates for Shares. The Company shall not be required to issue any certificate or certificates for Shares hereunder prior to fulfillment of all the following conditions: (a) the admission of such Shares to listing on all stock exchanges on which such class of stock is then listed; (b) the completion of any registration or other qualification of such Shares under any state or federal law or under the rulings or regulations of the Securities and Exchange Commission or any other governmental regulatory body, which the Administrator shall, in its absolute discretion, deem necessary or advisable; (c) the obtaining of any approval or other clearance from any state or federal governmental agency, which the Administrator shall, in its absolute discretion, determine to be necessary or advisable; and (d) the lapse of such reasonable period of time following the date of vesting of the RSUs as the Administrator may establish from time to time for reasons of administrative convenience.

18. Plan Governs. This Agreement is subject to all terms and provisions of the Plan. In the event of a conflict between one or more provisions of this Agreement and one or more provisions of the Plan, the provisions of the Plan will govern.

19. Administrator Authority. The Administrator will have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Administrator in good faith will be final and binding upon the Participant, the Company and all other interested persons. No member of the Administrator will be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.

20. Captions. Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

21. Agreement Severable. In the event that any provision in this Agreement will be held invalid or unenforceable, such provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of this Agreement.

22. Notice of Governing Law. This Agreement will be governed by the internal substantive laws, but not the choice of law rules of the State of Florida.

-4-

EX-99.3 4 dex993.htm FORM OF RESTRICTED STOCK UNIT AGREEMENT UNDER KNIGHT-RIDDER, INC. Form of Restricted Stock Unit Agreement Under Knight-Ridder, Inc.

Exhibit 99.3

KNIGHT-RIDDER, INC.

EMPLOYEE EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT

I.	NOTICE OF GRANT

Unless otherwise defined herein, the terms defined in the Employee Equity Incentive Plan will have the same defined meanings in this Notice of Grant.


Name:		(“Participant”)

Address:


Date of Grant:

Vesting Commencement Date:

Number of RSUs:

Vesting/Settlement Schedule:

RSUs will be subject to the measurement period beginning on November 1, 2005 and ending on December 31, 2008 (“Performance Period”). At the end of the Performance Period, Participant will be eligible to receive Shares underlying the RSUs equal to:

•

15% of the RSUs specified above if the Company’s Total Stockholder Return (“TSR”) equals the median TSR of the Company’s peer group (consisting of Dow Jones, Gannett, New York Times and Tribune) (the “Peer Group”);

•

Between 15-100% of the RSUs specified above if the Company’s TSR is between the median TSR of the Peer Group and the maximum individual Peer Group TSR, with the specific percentage calculated on a straight-line interpolated basis between such thresholds; and

•

100% of the RSUs specified above if the Company’s TSR is higher than all individual Peer Group TSRs.

Company and Peer Group TSRs will be measured over the Performance Period. Notwithstanding the foregoing, any payout of RSU Shares will be subject to (i) the Company achieving a positive TSR during the Performance Period and (ii) Participant’s continued service to the Company through the Performance Period. TSR for each company will equal compound annual price appreciation plus dividends assuming that the dividends are reinvested when paid. The beginning stock price for each company will equal the average closing price during the month immediately preceding the Performance Period (October 2005), and the ending stock price will equal the average daily closing price for the last month of the Performance Period (December 2008). Appropriate adjustments will be made to account for stock splits and similar events.

-1-

By your signature and the signature of the Company’s representative below, you agree that this Award of Restricted Stock Units is granted under and governed by the terms and conditions of the Plan and the Agreement.


PARTICIPANT:				KNIGHT-RIDDER, INC.:


Signature				By


Print Name				Title

Date: ___________, 2005				Date: ______________, 2005

-2-

II.

AGREEMENT

1. Grant of the RSUs. As set forth in the Notice of Grant, the Company has granted the Participant RSUs. However, unless and until the RSUs will have vested, the Participant will have no right to the payment of any Shares subject thereto. Prior to actual payment of any Shares, such RSUs will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company.

2. Vesting of RSUs. Subject to Sections 4, 6, 7 and 8, the Participant will vest in the RSUs in accordance with the vesting schedule set forth in the Notice of Grant; provided, that, in the event of the Participant’s Termination Date, the Participant’s right to vest in the RSUs and to receive the Shares related thereto will terminate effective as of the Termination Date and the Participant will have no further rights to such unvested RSUs or the related Shares.

4. Administrator Discretion. The Administrator, in its discretion, may accelerate the vesting of the balance, or some lesser portion of the balance, of the RSUs at any time, subject to the terms of the Plan. If so accelerated, such RSUs will be considered as having vested as of the date specified by the Administrator.

5. Leave of Absence. The Participant’s rights with respect to the RSU in the event of a leave of absence or a change in the Participant’s regularly scheduled hours of employment (other than a change due to termination of employment) will be affected in accordance with the Company’s applicable employment policies or the terms of any agreement between the Participant and the Participant’s employer with respect thereto.

6. Retirement of Participant. In the event of Participant’s Retirement while in the employ of the Company or a Subsidiary, the RSU will, if granted one year or more prior to the Participant’s Retirement, continue to vest during the remainder of the original Vesting Schedule (as specified in the Notice of Grant).

7. Death of Participant. In the event of Participant’s death while in the employ of the Company or a Subsidiary, the RSU will continue to vest for up to three (3) years thereafter during the original Vesting Schedule (as specified in the Notice of Grant). Any distribution or delivery to be made to the Participant under this Agreement will, if the Participant is then deceased, be made to the administrator or executor of the Participant’s estate. Any such administrator or executor must furnish the Company with (a) written notice of his or her status as transferee, and (b) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer.

9. Taxes.

-3-

state or local, including any social tax obligation (the “Tax Withholding Obligation”), the Participant must arrange for the satisfaction of the minimum amount of such Tax Withholding Obligation in a manner acceptable to the Company.

11. Dividend Equivalent Rights. Effective on the date of payment of cash dividends on the Shares occurring on and after the Date of Grant and before the applicable vesting date, the number of RSUs subject to this Award shall be increased by such additional whole and/or fractional RSUs determined by the following formula:


		X = (A x B) / C

where,

		“X” is the number of whole and/or fractional RSUs to be credited with respect to the Award;

		“A” is the amount of cash dividends paid on one Share;

		“B” is the number of whole and fractional RSUs subject to this Award as of the cash dividend record date but immediately prior to the application of this Section; and

		“C” is the Fair Market Value of a Share on the cash dividend payment date.

Such additional RSUs shall be subject to the same terms and conditions and shall be settled in the same manner and at the same time as the RSUs originally subject to this Award.

-4-

14. Corporate Transaction. In the event of a Corporate Transaction prior to December 31, 2008, the Performance Period will be truncated to the date immediately prior to the Corporate Transaction, the number of RSUs subject to the grant will be prorated based on the percentage determined by dividing the time that has passed from the Grant Date to date immediately prior to the Corporate Transaction by the period of time from the Grant Date to the Vesting Commencement Date and the RSUs will promptly be settled at such time pursuant to the same methodology set forth in the Vesting/Settlement Schedule in the Notice of Grant but as measured against the truncated Performance Period and subject to Participant’s continued service to the Company through such date.

15. Entire Agreement. This Agreement, subject to the terms and conditions of the Plan and the Notice of Grant, represents the entire agreement between the parties with respect to the RSUs.

20. Captions. Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

-5-

22. Notice of Governing Law. This Agreement will be governed by the internal substantive laws, but not the choice of law rules of the State of Florida.

-6-

EX-99.4 5 dex994.htm KNIGHT RIDDER LONG-TERM INCENTIVE TRANSITION PLAN Knight Ridder Long-Term Incentive Transition Plan

Exhibit 99.4

KNIGHT RIDDER

LONG-TERM INCENTIVE TRANSITION PLAN

(As adopted effective January 1, 2006)

INTRODUCTION AND OVERVIEW

The Knight Ridder Long-Term Incentive Plan (the “Plan”) is adopted by Knight Ridder, Inc. (the “Company”) and is intended to motivate and reward senior executives for creating shareholder value that is equal to or greater than that created by other leading newspaper companies. Specific Plan objectives include:

•

Focus participants on total shareholder return (“TSR”), defined as stock appreciation plus dividends (assuming that dividends are reinvested in Knight Ridder stock).

•

Link rewards to the level of TSR achieved as well as to Knight Ridder’s TSR relative to that of Knight Ridder peer companies Dow Jones, Gannett, New York Times and Tribune.

•

Provide participants the opportunity to earn compensation commensurate with performance, including superior rewards for superior performance.

Participants will be selected to participate in the Plan prior to the beginning of the grant period (a “Grant Period”). The Grant Period will be two years duration and will commence on the first day of January of 2006. Participants will have the opportunity to earn a cash award during and at the end of the Grant Period based on the TSR for Knight Ridder stock from the October preceding the commencement of the Grant Period through the end of one of two Performance Periods (a “Performance Period”) compared to the TSR for the stock of the selected peer companies during the same period (additional details are specified below). Both Performance Periods will measure TSR for Knight Ridder and peer companies starting from the average closing price for October 2005 and ending with the average closing price for December 2006 and December 2007, respectively. Depending on the TSR for Knight Ridder relative to that of the comparison companies, anywhere between 0 and 100% of the potential award will be earned. Participants may elect in advance to defer receipt of all or a portion of the award by participating in the Knight Ridder Long-Term Incentive Deferral Program (the “Deferral Program”).

Upon determination of the actual award payment, participants will also receive a payment equal to the dividends that would have been paid on shares of Knight Ridder stock during the Grant Period, if the award had been held as stock during the Grant Period, as well as any additional value that would have accrued if each of those dividends had been invested in Knight Ridder stock on the last business day of the quarter in which it was paid. These dividend-related payments will be deferred for those who have elected to participate in the Deferral Program.

PLAN ADMINISTRATION

The Plan will be administered by the Compensation Committee of the Knight Ridder Board of Directors (the “Committee”). The Committee has the authority to interpret the provisions of the Plan and to make any rules and regulations necessary to administer the Plan. The Committee’s decision is final in all matters of judgment pertaining to the Plan, and the Committee may, without notice, suspend (in whole or in part), terminate or amend the Plan. In addition, the Committee may adopt such amendments as it deems necessary or desirable to correct any defect or omission in the Plan or to reconcile any inconsistency in the Plan.

PARTICIPATION

Participants will include selected officers whose participation is approved by the Committee based on the Committee’s assessment of their ability to have significant impact on Knight Ridder’s TSR.

GRANT SIZE

The initial value of the potential award for each initial participant will equal two times 75% of the individual’s salary as of first day of January in the first year of the Grant Period.

Each potential award will be expressed in terms of a hypothetical Knight Ridder stock account upon grant. The initial number of phantom shares in a participant’s bookkeeping account will be equal to a number of Knight Ridder shares having a value equal to the initial value of the potential award. The value of a share for this purpose will be equal to the average closing price of a share of Knight Ridder stock during the calendar month preceding the month of the grant of a potential award (December 2005).

AWARD CALCULATIONS

As long as Knight Ridder’s TSR is positive, the percentage of the potential award will be determined based on the relationship between Knight Ridder’s TSR and the TSR of Dow Jones & Company, Inc., Gannett Co., Inc., The New York Times Company, and The Tribune Company. If Knight Ridder’s TSR is not positive, then no award will be paid, regardless of relative positioning. One half of the phantom shares will vest and be payable based on Knight Ridder’s TSR performance over the first Performance Period (October 2005 through December 2006). The second half of the phantom shares will vest and will be payable based on Knight Ridder’s TSR performance over the second Performance Period (October 2005 through December 2007).

The four peer companies for calculating awards are Dow Jones & Company, Inc., Gannett Co., Inc., The New York Times Company, and Tribune Company. If one or more of these companies changes substantially or no longer exists by the end of the Performance Period, the Committee will decide on the companies that will be used for the relative TSR comparison and the method used for determining vesting.

TSR for each company will equal compound annual price appreciation plus dividends, assuming the dividends were reinvested in that company’s stock at the end of each quarter in which a dividend is paid. The beginning stock price for each company will

-2-

equal the average daily closing price during the October immediately preceding the commencement of the Performance Periods (October 2005), and the ending stock price will equal the average daily closing price for December 2006 for those shares subject to the first Performance Period, and December 2007 for those shares subject to the second Performance Period. Appropriate adjustments will be made to account for stock splits and similar events. The attached document entitled “Calculation of Total Shareholder Return” describes the procedure for calculating compound annual TSR and illustrates the approach with examples.

Knight Ridder’s TSR must be positive for any award to be paid. If the TSR is positive, the relationship between an actual award and TSR relative to the peers’ TSRs will be as follows:

•

No award is paid if Knight Ridder’s TSR is below the peer median. The peer median will equal the average of the TSRs of the peer companies ranked #2 and #3 in TSR.

•

15% of the total potential award is paid if Knight Ridder’s TSR is equal to the peer median.

•

If Knight Ridder’s TSR falls between the peer median and the TSR of the top-performing peer, the percentage of total award paid will equal 15% (for achieving median) plus an additional percentage for exceeding median. This additional percentage will reflect Knight Ridder’s TSR positioning between the median TSR and the TSR of the top peer, as described and illustrated in the Appendix entitled, “Award Calculations.” Payment of an award to an individual participant will be capped at 100% of the total potential award.

•

100% of the potential award is paid if Knight Ridder’s TSR is above that of the top-performing peer.

•

In no event will any award to a participant for any Performance Period exceed $5,000,000.

All TSR calculations for purposes of the Plan will be rounded to one decimal point. The Compensation Committee may, in its discretion, decrease but not increase the award values by an equal percentage basis for all participants.

-3-

OTHER PLAN FEATURES

Termination of a Participant’s Rights

Plan participation will end and rights to earn any award will be forfeited if a participant dies, becomes disabled, or retires on or before the end of the first year of the Grant Period (i.e., December 31, 2006). If death, disability or retirement occurs on or after January 1 of the second year of the Grant Period (e.g., January 1, 2007) then the award will be paid on the same date as for participants who continue to be employed throughout the end of the performance measurement period, but on a pro rata basis to reflect the percentage of the two-year Grant Period that was worked.

Participants will receive a form to designate a beneficiary in the event of death on or after the date the Grant Period begins.

Termination of employment prior to the date of payment of an award for reasons other than death, disability or retirement will result in immediate forfeiture of any rights to receive an award from the Plan and termination of participation in the Plan.

Notwithstanding the foregoing, in the event of a Change in Control with respect to Knight Ridder prior to a participant’s termination for any reason, all Performance Periods with respect to a participant shall be deemed to end immediately prior to the Change in Control, and awards will be immediately determined and paid out to such participant as follows.

The potential award will be adjusted on a pro-rated basis based on: (a) the percentage determined by dividing the time that has passed from the commencement of the Grant Period to the date immediately prior to the Corporate Transaction by the period of time from the commencement of the Grant Date to the end of the first Performance Period for the portion of the award based on performance in the first Performance Period; and (b) the percentage determined by dividing the time that has passed from the commencement of the Grant Period to the date immediately prior to the Corporate Transaction by the period of time from the commencement of the Grant Date to the end of the second Performance Period for the portion of the award based on performance in the second Performance Period. Awards (if any) shall be paid based on calculation and comparison of TSR calculated with respect to the shortened Performance Periods.

All awards that become payable in connection with a Change in Control shall be paid, rather than deferred under the Deferral Program, regardless of any existing deferral election.

For purposes of the Plan, “Change in Control” means the occurrence of any of the following:

(i) The consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, if more than 65% of the combined voting power of the continuing or surviving entity’s securities outstanding immediately after such merger, consolidation or other reorganization is owned by persons who were not stockholders of the Company immediately prior to such merger, consolidation or other reorganization;

-4-

(ii) The sale, transfer or other disposition of all or substantially all of the Company’s assets;

(iii) A change in the composition of the Board of Directors of the Company, as a result of which fewer that one-half of the incumbent directors are directors who either (i) had been directors of the Company on the date 24 months prior to the date of the event that may constitute a Change in Control (the “original directors”) or (ii) were elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the aggregate of the original directors who were still in office at the time of the election or nomination and the directors whose election or nomination was previously so approved; or

(iv) Any transaction as a result of which any person is the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of securities of the Company representing at least 20% of the total voting power represented by the Company’s then outstanding voting securities. For purposes of this subparagraph, the term “person” shall have the same meaning as when used in sections 13(d) and 14(d) of the Securities Exchange Act of 1934 but shall exclude:

(A)

a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a subsidiary of the Company; and

(B)

a corporation owned directly or indirectly by the shareholders of the Company in substantially the same proportions as their ownership of the common stock of the Company.

A transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Company’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transactions.

Award Determination; Dividend-Related Payments

Awards will be determined after the close of each Performance Period. The number of phantom shares representing each potential award will be adjusted during the Grant Period to account for changes in the capitalization of Knight Ridder (such as stock splits, reverse stock splits and the like). In addition, the number of shares representing each potential award will be adjusted to reflect dividends paid, assuming full reinvestment of dividends actually paid on the equivalent number of actual Knight Ridder shares during the Grant Period.

To determine the cash equivalent of a share or fractional share, the Knight Ridder shares will be valued using the average daily closing price of the Knight Ridder stock during the December the immediately preceding the end of the Performance Period (e.g., December 2006 for awards based on the first Performance Period, December 2007 for awards based on the second Performance Period). To facilitate payment of an actual award, the number of shares in a participant’s bookkeeping account will be multiplied by the appropriate percentage determined under “Award calculations” above. Cash equivalent to this number of shares (including fractional shares) will be paid to the individual or credited to the individual’s deferral account.

-5-

All awards will be paid in cash after the awards are determined, or deferred if participants elect to participate in the Deferral Program.

-6-

Tax Withholding

Required tax amounts will be withheld prior to the payment or crediting of any award and dividend-related payments. The award will be reduced by an amount necessary to cover the withholding tax.

Employment Rights

The Plan does not constitute a contract of employment, nor does participation in this Plan guarantee participation in any other plan.

Anti-Dilution Provision

In the event of a reorganization, recapitalization, stock split, stock dividend, combination of shares, rights offer, merger, consolidation, spin-off, sale of assets, payment of an extraordinary dividend, or any other change in or affecting the corporate structure or capitalization of Knight Ridder, the shares used for calculating TSR and for determining the number of shares in a phantom bookkeeping account under the Plan shall be treated as the number and kind of securities or property into which each outstanding share of Knight Ridder common stock shall be deemed to be converted or exchanged or which shall be deliverable with respect to each outstanding share of Knight Ridder common stock as a result of such event, and the provisions of this Plan shall continue to apply to such substituted securities or property.

-7-

Appendix

AWARD CALCULATIONS

Preconditions

First, determine whether Knight Ridder’s TSR is positive. If TSR is not positive, there will be no award.

Next, determine whether Knight Ridder’s TSR is at least equal to the peer median TSR. If TSR is below the peer median, there will be no award.

Note: With four companies in the peer group, the median equals the average TSR of the companies ranked #2 and #3 in TSR.

Determining the Vesting Percentage

1. If Knight Ridder’s TSR is equal to the peer median, then 15% of the total potential award is earned.

2. If Knight Ridder’s TSR falls between median TSR and the TSR of the top peer, then between 15% and 100% of the total potential award will be earned. The total award will consist of two parts:


		15% vesting for achieving median
+		an additional percentage for exceeding median

The additional percentage reflects Knight Ridder’s positioning between the median TSR and the TSR of the top performer. TSR equal to the median will result in 0% additional award, and TSR equal to that of the top peer will result in 100% additional award. Interpolation will be used when Knight Ridder’s TSR falls between the median and the top. For example, assume the peer median TSR = 4% and the top peer’s TSR = 8%:

Example #1: Knight Ridder’s TSR = 5%. Since 5% is 25% of the distance between the median TSR and the top TSR, an additional 25% of the total potential award would be earned. Total award would be 15% + 25% = 40%.

Example #2: Knight Ridder’s TSR = 6%. Since 6% is 50% of the distance between the median TSR and the top TSR, an additional 50% of the total potential award would be earned. Total award would be 15% + 50% = 65%.

Example #3: Knight Ridder’s TSR = 7.4%. Since 7.4% is 85% of the distance between the median TSR and the top TSR, an additional 85% of the total potential award would be earned. Total award would be 15% + 85% = 100%.

3. If Knight Ridder’s TSR is above that of the top peer, then 100% of the total potential award is earned.

Any award will be capped at 100% of total potential award. Therefore, for the example listed above, TSR of 7.4% would result in the maximum award possible.

-8-

CALCULATION OF TOTAL SHAREHOLDER RETURN

KNIGHT RIDDER LONG-TERM INCENTIVE PLAN

This memo outlines the methodology for calculating total shareholder return (TSR), which is defined as annualized stock price appreciation plus reinvested dividends. For the purposes of the Long-Term Incentive Plan (the “Plan”), TSR will generally be calculated over a one- or two-year Performance Period (“Performance Period”). The calculation is described below, and reference is made to the attached exhibits.

Calculating TSR: Simplified Example

To calculate TSR, one must first determine the total return (stock appreciation plus dividends paid) at the end of the period analyzed. A simplified example of this calculation is illustrated in Exhibit 1, assuming that the period analyzed is only one year.

•

The Plan starting stock price is $40.00*

•

The Plan ending stock price is $43.30

•

An $0.80 dividend is paid on the last day of the year

•

When the $0.80 dividend is added to the ending stock price, the total value to the shareholder equals $44.10

•

This results in a total dollar return of $4.10, or $44.10 minus $40.00

•

The TSR for the one year period analyzed equals $4.10/$40.00, or 10.3% per year

Calculating the Impact of the Reinvestment of Dividends

Because we are calculating TSR over a multi-year period, and because dividends are typically paid on a quarterly basis, we assume that dividends paid are reinvested in the company’s stock on a quarterly basis. It is standard practice to assume that dividends are reinvested in the company’s stock when calculating TSR. For the Plan, we will be calculating each peer company’s TSR assuming that the dividends it pays are reinvested in that company’s own stock.

The calculation of the reinvestment of dividends is as follows (see Exhibit 2):

•

We start at the beginning of the period with 1.000 share having a value equal to the Plan starting stock price of $40.00*

•

Dividends equal to $0.200 per share are paid quarterly at the end of each quarter

-9-

•

At the end of the first quarter (March 31, Year 1), the dividend paid is used to purchase additional shares. This is the method by which the “dividend reinvestment” is calculated:

•

Quarterly dividend per share of $0.200 on 1.000 shares means that a dividend of $0.200 is paid

•

Dividend of $0.200 is reinvested in the company’s stock at the closing price at the end of that quarter. Since the stock price at that time is $40.80, the dividend is used to purchase an additional .005 shares ($0.200/$40.80), bringing the total number of shares to 1.005

•

This process of assuming that dividends are reinvested in the company’s stock is repeated at the end of the following quarter, beginning with 1.005 shares

•

Quarterly dividend per share of $0.200 on 1.005 shares equals total dividends of $0.201

•

Dividends of $0.201 are reinvested in company stock at the closing stock price at the end of that quarter. Since the stock price at that time is $41.62, this dividend is used to purchase an additional .005 shares ($0.201/$41.62), bringing the total number of shares to 1.010

•

This process is repeated until the end of the period analyzed

Calculating TSR

Once the total number of shares at the end of the period is determined, the TSR can be calculated (Exhibit 3).

•

The beginning value is equal to the Plan starting stock price of $40.00^*

•

The ending value is equal to the Plan ending stock price times the dividend reinvestment multiplier (shown here as $50.73 X 1.067 = $54.15)^*

•

The total gain is therefore $14.15 ($54.15 - $40.00). This equals a return of $35.4% on the $40.00 starting price, calculated on a point-to-point basis. However, TSR is calculated on a compound annual growth basis, and so the return must be annualized

•

A 35.4% point-to-point return over a three-year period is equal to a 10.6% compound annual return per year:

-10-


Beginning Value of Shares		Year 1 10.6% Return			Year 2 10.6% Return			Year 3 10.6% Return
$	40.00	$	44.25		$	48.95		$	54.15
		($	40.00 X 1.106	)	($	44.25 X 1.106	)	($	48.95 X 1.106	)

With a financial calculator, the 10.6% compound annual growth rate can be derived by inputting $40.00 as the beginning value, $54.15 as the ending value, and 3 as the number of periods. Mathematically, this is equivalent to calculating the cube root of the point-to-point return of 35.4%: 1.354^(1/3) = 1.106.

For purposes of the Long-Term Incentive Plan, the beginning value will equal the average daily closing price for December immediately preceding the start of the Performance Period, and the ending value will be based on the average daily closing stock price for December in the final year of the Performance Period.

- 11 -

Exhibit 1

ILLUSTRATIVE

CALCULATION OF ONE-YEAR TOTAL SHAREHOLDER RETURN


Date	Stock Price		Dividend Per Share		Total Value of Shares
Beginning of Year	$	40.00		—	$	40.00

End of Year	$	43.30	$	0.80	$	44.10

		Total Return $:			$	4.10

		TSR:				10.25	%
					($	4.10/$40.00	)

- 12 -

Exhibit 2

ILLUSTRATIVE

CALCULATION OF DIVIDEND REINVESTMENT


Date	Shares at Beginning of Quarter	Stock Price		Dividend Per Share		Total Dividends		Additional Number of Shares	Shares at End of Quarter
Dec. 31, Prior Year	—	$	40.00		—		—	—	1.000

March 31, Year 1	1.000	$	40.80	$	0.200	$	0.200	0.005	1.005

June 30, Year 1	1.005	$	41.62	$	0.200	$	0.201	0.005	1.010

Sept. 30, Year 1	1.010	$	42.45	$	0.200	$	0.202	0.005	1.014

Dec. 31, Year 1	1.014	$	43.30	$	0.200	$	0.203	0.005	1.019

- 13 -

Exhibit 3

ILLUSTRATIVE

CALCULATION OF TOTAL SHAREHOLDER RETURN


Date	Shares at Beginning of Quarter	Stock Price		Dividend Per Share		Total Dividends		Additional Number of Shares	Shares at End of Quarter	Total Value of Shares
Dec. 31, Prior Year	—	$	40.00		—		—	—	1.000	$	40.00

March 31, Year 1	1.000	$	40.80	$	0.200	$	0.200	0.005	1.005	$	41.00

June 30, Year 1	1.005	$	41.62	$	0.200	$	0.201	0.005	1.010	$	42.02

Sept. 30, Year 1	1.010	$	42.45	$	0.200	$	0.202	0.005	1.014	$	43.06

Dec. 31, Year 1	1.014	$	43.30	$	0.200	$	0.203	0.005	1.019	$	44.13

March 31, Year 2	1.019	$	44.16	$	0.250	$	0.255	0.006	1.025	$	45.26

June 30, Year 2	1.025	$	45.05	$	0.250	$	0.256	0.006	1.031	$	46.43

Sept. 30, Year 2	1.031	$	45.95	$	0.250	$	0.258	0.006	1.036	$	47.61

Dec. 31, Year 2	1.036	$	46.87	$	0.250	$	0.259	0.006	1.042	$	48.82

March 31, Year 3	1.042	$	47.80	$	0.300	$	0.313	0.007	1.048	$	50.11

June 30, Year 3	1.048	$	48.76	$	0.300	$	0.314	0.006	1.055	$	51.43

Sept. 30, Year 3	1.055	$	49.73	$	0.300	$	0.316	0.006	1.061	$	52.77

Dec. 31, Year 3	1.061	$	50.73	$	0.300	$	0.318	0.006	1.067	$	54.15

								Total Return $		$	14.15

								Point-to-Point Return			35.4	%

								TSR			10.6	%

- 14 -

EX-99.5 6 dex995.htm KNIGHT RIDDER ANNUAL INCENTIVE PLAN Knight Ridder Annual Incentive Plan

Exhibit 99.5

KNIGHT RIDDER ANNUAL INCENTIVE PLAN

As Amended and Restated Effective January 1, 2006

INTRODUCTION

This Amended and Restated Knight Ridder Annual Incentive Plan (the “Plan”) is intended to motivate and reward corporate executives and top management at individual operating units who contribute significantly to Knight Ridder’s success. Specific Plan objectives include the following:

•

Focus participants on achieving key annual objectives

•

Link rewards to results relative to financial and non-financial goals at the corporate and business unit levels

•

Provide participants the opportunity to earn competitive compensation commensurate with performance

The Plan provides participants the opportunity to earn cash awards each year based on the performance of the corporation and/or the business unit in which they work. Awards are earned on a calendar year basis (the “Plan Year”) and are paid in cash following the end of the Plan Year.

This Plan complies with Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) with respect to covered employees under such Code section. Accordingly, individuals who may be covered employees under the Code will be designated as “Covered Employees”.

PLAN ADMINISTRATION

The Plan will be administered by the Compensation and Corporate Governance Committee of the Knight Ridder Board of Directors (the “Committee”). The Committee has the authority to interpret the provisions of the Plan and to make any rules and regulations necessary to administer the Plan. The Committee’s decision is final in all matters of judgment pertaining to the Plan, and the Committee may, without notice, amend, suspend or revoke the Plan.

ELIGIBILITY

Employees in the following categories are eligible to participate in the Plan as determined by the Committee: corporate officers and certain director-level corporate employees; newspaper publishers and other business unit operating heads who report directly to top officers; top editors, general managers and all division directors; and selected other positions that can have significant impact on results.

Operating unit heads should present proposed changes in eligible positions to the appropriate Vice President Operations and then to the Knight Ridder senior Human Resources officer.

PLAN OVERVIEW

Bonus Amounts Payable for Meeting Goals

Each plan participant will have a potential target bonus award that is payable for meeting goals. The size of this potential award varies by salary range. The bonus potential for each salary range is stated as a maximum percentage of the annual salary earned during the year. Therefore, the dollar amount of an individual’s opportunity is computed by multiplying the applicable percentage times the salary. The maximum potential bonus payable for meeting goals for each salary range (other than for Knight Ridder’s Chief Executive Officer and Senior Vice Presidents as described below) is as follows:


Base Salary Range	Target Award
$250,000 and above	Up to 50	%
$150,000 to $249,999	Up to 45	%
$100,000 to $149,999	Up to 40	%
$50,000 to $99,999	Up to 35	%
Up to $49,999	Up to 25	%

The Committee may reduce a participant’s target bonus award calculated under the preceding formula in its sole discretion.

The Committee will also annually establish the target award for the Chief Executive Officer and the Senior Vice Presidents.

Types of Performance Measures and Their Weightings

Each participant’s bonus will be determined based on measures of how well the corporation or the business unit in which the individual works performed relative to two type of goals: Financial Performance and Non-financial Performance.

The potential award for meeting goals will be divided between the two types of measures in the following way: 65% of each participant’s potential award for meeting goals will be based on Financial Performance, and 35% will be based on Non-financial Performance, as shown in the following table:


	Potential Award
Base Salary	Total		Financial		Non-financial

$250,000 and above	50	%	32.5	%	17.5	%
$150,000 to $249,999	45	%	29.25	%	15.75	%
$100,000 to $149,999	40	%	26	%	14	%
$50,000 to $99,999	35	%	22.75	%	12.25	%
Up to $49,999	25	%	16.25	%	8.75	%

As a general rule, the measurement will be based on the organizational level at which the individual is employed: corporate performance for those at the corporate level and business unit performance for those in a newspaper or other business unit. However, the Knight Ridder CEO may determine that the measures for selected individuals (other than Covered Employees) will consist of a specified mix of two or more bases, or that those in a business unit will have awards based on corporate performance.

PERFORMANCE MEASUREMENT

Financial Performance Measure

Financial performance will be evaluated relative to budgeted goals set at the beginning of the Plan Year, subject to approved adjustments during the year. Unless otherwise determined by the Committee, the financial measure will be operating profit.

The financial performance measure and the goals for the year for covered employees shall be established by the Committee within the time period required by Code Section 162 (m). The financial performance measures and goals will be communicated to participants by the early part of each year.

Non-financial Performance Measures

At the beginning of each Plan Year, Knight Ridder and each of the business units will establish non-financial goals that represent major elements of their strategies. Quantifiable measures are preferred, and measures that are redundant with the financial goal should be avoided. There should be no more than eight measures. Such corporate measures and goals will be approved by the Knight Ridder CEO, and business unit measures and goals will be approved by the appropriate Knight Ridder Vice President.

All participants at corporate and in each of the business units will have the non-financial component of their awards based on the measures selected for their unit. However, the weightings of these measures may vary among participants to reflect each individual’s impact on the achievement of the goals. The weightings assigned to all measures must total 100 points for each of the participants.

The achievement of a goal will result in target awards being paid for that goal. Awards for performance on the non-financial measures cannot exceed 100% of target, but standards for partial achievement of goals (and therefore payouts below 100%) as well as threshold standards for achieving any award should be established.

The non-financial measures for Covered Employees shall be objective and quantifiable and shall be established solely by the Committee within the time period required by Code Section 162(m).

DETERMINING AND PAYING AWARDS

Overview

Each participant’s award will be determined by adding together the award earned based on financial performance and the award earned based on non-financial performance. An award may

be paid for one type of measure even if no award was earned for the other type of measure. The only constraint is that a corporate performance threshold must be achieved for any award to be payable. Normally this threshold requirement will be that corporate operating income, as reported in the annual report, must equal at least 80% of prior year operating income, although the Committee reserves the right to adjust the threshold. The Committee shall have the discretion to decrease (but not increase) awards to Covered Employees.

If a Plan participant’s base salary changes during the Plan Year, the potential award is calculated on a pro rata basis, based on the amount of base salary earned at each salary level.

Determining Financial Awards

Financial awards will be based on actual operating profit performance compared to goal for each participant’s unit (either corporate or business unit). Individual unit operating profit goals have been set to support the overall Knight Ridder operating profit goal. Threshold and maximum operating profit performance are set as a percent of target operating profit. Actual financial awards can range between 0% and 300% of target award opportunity. In order to achieve a financial award over 200%, a business unit’s operating profit must be at least 12% above prior year and operating profit must exceed Yr. 2000 levels. Notwithstanding the foregoing, the total financial award payout for all participants in a business unit will be capped once the aggregate bonus amount above target equals 25% of the amount that actual operating profit performance exceeds target. No cap will apply if the aggregate bonus amount above target bonus is less than 25% of the amount that actual operating profit performance exceeds target.

•

If actual results are equal to budget, 100% of the Financial Performance award will be paid.

•

If actual results are at or below 90% of budgeted results, no award will be paid for Financial Performance.

•

If actual results are above 90% of budget, but below 100% of budget, then the award will be less than the amount payable for meeting budget, with each 1% shortfall in performance versus budget resulting in a 10% reduction of the amount payable for meeting budget.

•

The “Actual vs. Budget” is calculated to one decimal place. Awards percentages should be interpolated for achievement between amounts shown in the table below.


Actual vs. Budget		Award Percentage
100%		100%
99%		90%
98%		80%
97%		70%
96%		60%
95%		50%
94%		40%
93%		30%
92%		20%
91%		10%
90%		0%

If actual results are above 100% of budget, then the award will be greater than the amount payable for meeting budget, up to 300% of that amount. Each 1% improvement in performance versus budget will result in an incremental award equal to 10% of the amount payable for meeting budget, up to 200% of the financial portion of the award. If

financial results exceed 110% two criteria must be met in order to achieve payout greater than 200% of target: business unit operating profit must be at least 12% above prior year, and business unit operating profit must exceed Yr. 2000 levels. If these two criteria are met, award payouts may reach 300% of target. In this scenario, each 1% improvement in performance versus budget will result in an incremental award equal to 10% of amount payable. Notwithstanding the foregoing, the total financial award payout for all participants in a business unit will be capped once the aggregate bonus amount above target bonus equals 25% of the amount that actual operating profit performance exceeds target.


Actual vs. Budget		Percentage of Financial Award
		(65% of total potential)
100%		100%
101%		110%
102%		120%
103%		130%
104%		140%
105%		150%
106%		160%
107%		170%
108%		180%
109%		190%
110%		200%

If operating profit exceeds 110% and the business unit meets the criteria for payout above 200%, bonus payouts may be paid in excess of 200% of target, up to a maximum of 300% of target, as follows:


Actual Vs Budget		Percentage of Financial Award
		(65% of total potential)
111%		210%
112%		220%
113%		230%
114%		240%
115%		250%
116%		260%
117%		270%
118%		280%
119%		290%
120%		300%

Determining Non-financial Awards

A performance score will be determined for each of the non-financial measures at corporate and each of the business units. A score will be 100% of the points assigned if the goal was achieved, zero if threshold performance was not achieved, and between 0 and 100% if performance was above threshold and the goal was partially achieved.

An individual’s non-financial award will equal the sum of the scores on each of the measures times the weighting given to that measure for that individual. Awards can range from 100% of the non-financial target if all goals were achieved, to zero if performance on all goals was below threshold.

OTHER PLAN FEATURES

Award Payment

Awards will be paid in cash following the end of the Plan Year, unless deferral has been elected under the annual incentive deferral plan, upon completion of the computation of results. Required tax amounts will be withheld. Notwithstanding anything to the contrary, the maximum award payable for a Plan Year to any individual under the Code shall not exceed $2,500,000.

Partial Year Participants and Changes in Position

Individuals who are hired or promoted into positions that qualify for Plan participation will be eligible for a pro rata award based on the amount of salary earned while a participant and the performance levels achieved.

If a participant’s responsibilities change during a year and a different part of the company’s performance is used in computing awards for the two positions, then ordinarily the award will be determined on a pro rata basis relative to the time spent in the two positions, although exceptions may be made on a case by case basis.

Termination

In the event of death, permanent disability (as defined by Knight Ridder’s disability plan) or retirement (as defined in a retirement plan of Knight Ridder or one of its subsidiaries) prior to the date of payment, a participant (or the participant’s estate) will be entitled to receive a pro rata award based on the time employed during the year. Pro-rated payments will be made following the end of the Plan Year and computation of results. Required tax amounts will be withheld.

In the event of resignation or termination for other reasons at any time during the Plan Year, no award will be paid.

Employment Rights

The Plan does not constitute a contract of employment, nor does participation in one Plan Year guarantee participation in another Plan Year.

EXHIBIT 1

Exhibit 1 illustrates calculation of the award payout for two scenarios

Example 1: Operating Profit Equals 105% of Target Performance

Participant earns a salary as follows:


1/1/2002 through 12/31/2002		$90,000

Award Payout Opportunity at target:		35% of salary or $31,500

Broken down by components:		65% financial performance or $20,475
		35% non-financial performance or $11,025

Example:	Operating profit achievement:	105% of target
	Non-financial achievement:	100% of goals

Financial portion of award:		$20,475 x 150% =	$30,712.50
Non-financial portion of award:		$11,025 x 100% =	$11,025.00
Total Award Payout:			$41,737.50

Example 2: Operating Profit Equals 111% of Target Performance

Participant earns a salary as follows:


1/1/2002 – 6/30/2002		$45,000	(6 months @ $90,000 annual base)
7/1/2002 – 12/31/2002		$49,000	(6 months @ $98,000 annual base)
		$94,000	Total annual salary

Award Payout Opportunity at target:			35% of salary or $32,900
Broken down by components:			65% financial performance or $21,385
			35% non-financial performance or $11,515

Example:	Operating profit achievement:		111% of target
	Non-financial achievement:		90% of goals

Financial portion of award:		*$21,385 x 210% =**	$44,908.50
Non-financial portion of award:		$11,515 x 90% =	$10,363.50
Total Award Payout:			$55,272.00

Operating profit must be at least 12% above prior year and must exceed Yr. 2000 levels in order to achieve a financial award over 200%. However, the total financial award payout for all participants in a business unit will be capped once the aggregate bonus amount above target equals 25% of the amount that actual operating profit performance exceeds target.

BONUS AS A PERCENTAGE OF BASE SALARY – FINANCIAL PORTION ONLY

Exhibit 2


	Financial Performance as a % of Target		Financial Payout %		% of Base Salary
	Financial Performance as a % of Target		Financial Payout %		$250,000 and above		$150,000 to $249,999		$100,000 to $149,999		$50,000 to $99,999		Up to $49,000
Maximum	120.0	%	300.0	%	97.5	%	87.8	%	78.0	%	68.3	%	48.8	%
	119.0	%	290.0	%	94.3	%	84.8	%	75.4	%	66.0	%	47.1	%
	118.0	%	280.0	%	91.0	%	81.9	%	72.8	%	63.7	%	45.5	%
	117.0	%	270.0	%	87.8	%	79.0	%	70.2	%	61.4	%	43.9	%
	116.0	%	260.0	%	84.5	%	76.1	%	67.6	%	59.2	%	42.3	%
	115.0	%	250.0	%	81.3	%	73.1	%	65.0	%	56.9	%	40.6	%
	114.0	%	240.0	%	78.0	%	70.2	%	62.4	%	54.6	%	39.0	%
	113.0	%	230.0	%	74.8	%	67.3	%	59.8	%	52.3	%	37.4	%
	112.0	%	220.0	%	71.5	%	64.4	%	57.2	%	50.1	%	35.8	%
	111.0	%	210.0	%	68.3	%	61.4	%	54.6	%	47.8	%	34.1	%
	110.0	%	200.0	%	65.0	%	58.5	%	52.0	%	45.5	%	32.5	%
	109.0	%	190.0	%	61.8	%	55.6	%	49.4	%	43.2	%	30.9	%
	108.0	%	180.0	%	58.5	%	52.7	%	46.8	%	41.0	%	29.3	%
	107.0	%	170.0	%	55.3	%	49.7	%	44.2	%	38.7	%	27.6	%
	106.0	%	160.0	%	52.0	%	46.8	%	41.6	%	36.4	%	26.0	%
	105.0	%	150.0	%	48.8	%	43.9	%	39.0	%	34.1	%	24.4	%
	104.0	%	140.0	%	45.5	%	41.0	%	36.4	%	31.9	%	22.8	%
	103.0	%	130.0	%	42.3	%	38.0	%	33.8	%	29.6	%	21.1	%
	102.0	%	120.0	%	39.0	%	35.1	%	31.2	%	27.3	%	19.5	%
	101.0	%	110.0	%	35.8	%	32.2	%	28.6	%	25.0	%	17.9	%
Target	100.0	%	100.0	%	32.5	%	29.3	%	26.0	%	22.8	%	16.3	%
	99.0	%	90.0	%	29.3	%	26.3	%	23.4	%	20.5	%	14.6	%
	98.0	%	80.0	%	26.0	%	23.4	%	20.8	%	18.2	%	13.0	%
	97.0	%	70.0	%	22.8	%	20.5	%	18.2	%	15.9	%	11.4	%
	96.0	%	60.0	%	19.5	%	17.6	%	15.6	%	13.7	%	9.8	%
	95.0	%	50.0	%	16.3	%	14.6	%	13.0	%	11.4	%	8.1	%
	94.0	%	40.0	%	13.0	%	11.7	%	10.4	%	9.1	%	6.5	%
	93.0	%	30.0	%	9.8	%	8.8	%	7.8	%	6.8	%	4.9	%
	92.0	%	20.0	%	6.5	%	5.9	%	5.2	%	4.6	%	3.3	%
	91.0	%	10.0	%	3.3	%	2.9	%	2.6	%	2.3	%	1.6	%
Minimum	90.0	%	0.0	%	0.0	%	0.0	%	0.0	%	0.0	%	0.0	%

-----END PRIVACY-ENHANCED MESSAGE-----