8-K

SECURITIES AND EXCHANGE COMMISSIONWashington, 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 15, 2005

The New York Times Company

(Exact name of Registrant as Specified in Its Charter)

New York	1-5837	13-1102020
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

229 West 43rd Street, New York, New York	10036
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 556-1234

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01.  Entry Into A Material Definitive Agreement.

On December 15 and 20, 2005, the Compensation Committee of the Board of Directors (the “Committee”) of The New York Times Company (the “Company”) met and took various actions.

The Committee set the terms of a long-term incentive program under the Company’s 1991 Executive Stock Incentive Plan (the “Plan”) for the five-year period 2006-2010.  For each participant, including each executive officer, the Committee specified a target range of potential cash payouts. The actual amount paid at the end of the five-year cycle to each executive officer will depend on two performance measures.  Fifty percent of the potential award is based on the total return to holders of the Company’s Class A common stock relative to the total return to holders of stock in the companies that make up the “peer group” described in the Company’s annual proxy statement under “Performance Presentation” during this five-year period 2006-2010.  Fifty percent of the potential award is based on the percentage increase in the Company’s revenues compared to the percentage increase in costs and expenses during the same five-year period.  Achievement with respect to each element of the award is independent of the other.

The Committee also set the specific performance goals for the Company that will be used to determine the amount of the annual cash bonuses that may be paid to key employees, including each of the Company’s executive officers for 2006 under the Plan.  The Committee designated for each executive officer a target amount, which was a percentage of the individual’s base salary. The amount each corporate executive officer receives will depend 75% upon the Company’s achievement of designated earnings per share targets for 2006 and 25% upon the officer’s achievement of individual goals.  For executive officers who work for specific operating divisions of the Company, the annual bonus that may be received will depend 40% on the achievement of the Company-wide earnings per share targets, 35% upon the achievement of operating result targets for 2006 by the individual’s operating unit and 25% upon the officer’s achievement of individual goals.  The total award may be increased or decreased by up to 10% based on the level of achievement of diversity goals.

With respect to both the annual and long-term programs, the Committee reserves the right to reduce the amount of each executive’s payout based on such criteria as the Committee deems appropriate at the time.

The Committee also set base salaries for 2006 for all executive officers, awarded bonuses to certain executive officers and granted stock options and awarded restricted stock units to Company employees, including each executive officer.  Such grants were made pursuant to the Plan, which has previously been filed by the Company with the Securities and Exchange Commission, and sets forth all material terms of such stock options.  The terms of the restricted stock units are substantially the same as prior grants of restricted stock; a description is attached as Exhibit 99, which is incorporated by reference herein.  Restricted stock units granted to executive officers will vest 100% on the fifth anniversary of the grant.

In accordance with the Committee’s charter, all compensation of the Chairman, the President and Chief Executive Officer, and the Vice Chairman is approved by all independent directors of the Company, in consultation with the non-management directors.

Item 9.01  Financial Statements and Exhibits

(d)   Exhibits

Exhibit 99	The New York Times Company -
	Terms of 2005 Restricted Stock Unit Awards
	Pursuant to the 1991 Executive Stock Incentive Plan

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SIGNATURE

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.

	THE NEW YORK TIMES COMPANY
Date:  December 21, 2005	By:	/s/ Solomon B. Watson IV
		Solomon B. Watson IV
		Senior Vice President and General Counsel

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Exhibit List

Exhibit 99	The New York Times Company -
	Terms of 2005 Restricted Stock Unit Awards
	Pursuant to the 1991 Executive Stock Incentive Plan

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EX-99

Exhibit 99

The New York Times Company

Terms of 2005 Restricted Stock Unit Awards

Pursuant to the 1991 Executive Stock Incentive Plan

Pursuant to the 1991 Executive Stock Incentive Plan (the “Stock Plan”; terms being used herein as defined in such plan), the 2005 Restricted Stock Unit Awards (the “Awards”) shall be subject to the following terms and conditions:

(a)RESTRICTED STOCK UNITS.  Each Restricted Stock Unit represents the Company’s obligation to deliver to the holder one share of the Company’s Class A common stock (the “Common Stock”) upon the lapse of the restricted period (the “Restricted Period”) described in paragraph (b).  A Participant holding Restricted Stock Units shall have no rights as a stockholder of Common Stock as a result of holding such Restricted Stock Units, including, but not limited to, the right to vote and the right to receive dividends.

(b)RESTRICTED PERIOD.  The Restricted Period shall commence upon December 15, 2005, and shall continue for such period of time as specified by the Committee in the Resolutions in respect of the Awards.

(c)DIVIDEND EQUIVALENTS.  The Company shall pay to each Participant holding a Restricted Stock Unit an amount, per Restricted Stock Unit held, equal to the amount of any cash dividend declared and paid in respect of one share of Common Stock (subject to any applicable withholding tax).  Payment shall be included in regular employee compensation for the period during which the dividends were paid.

(d)DEATH OR DISABILITY.  If a Participant ceases to be employed by the Company by reason of death or Disability, the Restricted Period covering all Restricted Stock Units held by such Participant under the Stock Plan shall immediately lapse and shares of Common Stock shall be delivered to such Participant in accordance with paragraph (h), provided, however, that to the extent necessary to comply with Section 409A of the Internal Revenue Code, no such delivery shall be made until expiration of the six-month period following the date of Disability.

(e)RETIREMENT.  Unless otherwise specified by the Committee in the Resolutions in respect of the Awards, if a Participant ceases to be employed by the Company by reason of Retirement (as defined in the Stock Plan), whether early or not, the Restricted Period covering all Restricted Stock Units held by such Participant under the Stock Plan shall immediately lapse and shares of Common Stock shall be delivered to such Participant in accordance with paragraph (h), provided, however that to the extent necessary to comply with Section 409A of the Internal Revenue Code, no such delivery shall be made until expiration of the six-month period following the date of such Retirement.

(f)TERMINATION OF EMPLOYMENT.  If a Participant ceases to be employed by the Company other than due to a condition described in Sections (d) or (e) above, all Restricted Stock Units held by such Participant for which the Restricted Period has not lapsed shall expire upon such termination of employment without further action by the Company.  Authorized leave of absence or absence in military service shall constitute employment for the purposes of this Section (f).  Whether absence in government service may constitute employment for the purposes of the Stock Plan shall be conclusively determined by the Committee on a case-by-case basis.

(g)WAIVER OF FORFEITURE PROVISIONS.  The Committee, in its sole and absolute discretion, may waive the forfeiture provisions in respect of all or some of the Restricted Stock Units awarded to a Participant.

(h)LAPSE OF RESTRICTED PERIOD.  Upon the lapse of the Restricted Period with respect to any Restricted Stock Unit, the Company shall transfer from treasury shares one share of Common Stock per Restricted Stock Unit to such Participant.  The shares of Common Stock shall not be subject to the restrictions imposed in the Award and shall not be considered Restricted Stock under the Stock Plan.  The Company shall take all appropriate steps to effect the foregoing.

(i)WITHHOLDING TAXES.  The Company shall have the right to withhold shares of Common Stock deliverable to a Participant, reduce the number of Restricted Stock Units to satisfy any withholding tax obligation that may arise in connection with an Award or otherwise cause the Participant to satisfy such obligation in a manner consistent with the Stock Plan.  The Company may in certain cases determine to award the Participant a sum sufficient to satisfy such withholding tax (in which case the Company may also award to such Participant a sum sufficient to pay income taxes incurred as a result of such award).