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): November 10, 2009

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)	(I.R.S. Employer Identification No.)

620 Eighth Avenue, New York, New York	10018
(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 (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))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On November 10, 2009, The New York Times Company (the “Company”) amended The New York Times Companies Pension Plan (the “Pension Plan”), a defined benefit pension plan for non-union employees, to discontinue future benefit accruals under the Pension Plan and freeze existing accrued benefits effective December 31, 2009. Benefits earned by participants prior to January 1, 2010, are not affected.

At the same time, the Company increased contributions under The New York Times Companies Supplemental Retirement and Investment Plan (the “SRIP”), a 401(k) plan, effective January 1, 2010. Participants will receive an annual employer contribution in cash equal to 3% of his or her earnings, up to applicable limits under the Internal Revenue Code.

In connection with the freezing of the Pension Plan, the Company approved a freeze of The New York Times Company Supplemental Executive Retirement Plan (the “SERP”), a non-qualified defined benefit plan that provides enhanced retirement benefits to select members of management. The accrued benefits under this supplemental benefit plan will, like the benefits under the Pension Plan, be determined and frozen based on eligible earnings through December 31, 2009.

The Company also approved the adoption of two unfunded supplemental defined contribution plans. Under the first, The New York Times Company Savings Restoration Plan (the “Restoration Plan”), participants are provided with that portion of the 3% basic contribution that cannot be provided under the SRIP as a result of Internal Revenue Code limits on the amount of compensation and annual additions under the SRIP, or that represents participants’ deferrals to The New York Times Company Deferred Executive Compensation Plan. Participants vest in their accounts pursuant to a five-year graded vesting schedule.

Under the second, The New York Times Company Supplemental Executive Savings Plan (the “Supplemental Savings Plan”), a participant’s account will be credited each year with a “supplemental contribution” equal to: (i) 10% of his or her compensation for SERP participants on December 31, 2009; or (ii) 5% for those who were not SERP participants on December 31, 2009. Participating executives will vest in their benefit upon attaining age 55 and completing 10 years of service. In no event would SERP participants who also participate in the Supplemental Savings Plan receive a larger benefit than they would have received under the existing SERP formula; the value of the participant’s Supplemental Savings Plan account will be reduced as necessary to ensure that this limit is not exceeded.

The Company’s executive officers, including the named executive officers, currently participate in the Pension Plan, the SRIP and the SERP, and will participate in the Restoration Plan and Supplemental Savings Plan. Certain participants in the Supplemental Savings Plan, including James M. Follo, Senior Vice President and Chief Financial Officer, will receive an additional 10% transition credit in addition to the contributions provided to other executives, through age 62. Transition credits are intended to be partial replacement benefits for those executives whose SERP benefits are reduced by more than 20% as a result of the freeze.

The amendments to the Pension Plan, the SERP and various other non-qualified defined benefit plans resulted in a curtailment and remeasurement of each plan. Therefore, the Company expects to recognize, in the fourth quarter of 2009, an estimated net pre-tax curtailment gain of $57 million, a reduction to its pension benefits obligation of approximately $53 million and an increase in other comprehensive loss (before taxes) of approximately $4 million.

As a result of the reduction of benefits under the amended Pension Plan, SERP and various other non-qualified defined benefit plans and the increase in benefits under the SRIP, Restoration Plan and Supplemental Savings Plan, the Company expects an estimated net expense reduction of approximately $23 million in 2010. This estimate was calculated as of a specific point in time and may change depending on fluctuations in discount rates and plan assets.

The foregoing description is qualified in its entirety by reference to the agreements, copies of which are attached as Exhibits 10.1, 10.2 and 10.3 to this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
Exhibit 10.1	The New York Times Company Supplemental Executive Retirement Plan, amended and restated effective December 31, 2009
Exhibit 10.2	The New York Times Company Savings Restoration Plan, effective as of January 1, 2010
Exhibit 10.3	The New York Times Company Supplemental Executive Savings Plan, effective as of January 1, 2010

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.

	THE NEW YORK TIMES COMPANY
Date: November 12, 2009	By:	/S/    KENNETH A. RICHIERI
		Kenneth A. Richieri
		Senior Vice President, General Counsel and Secretary

Exhibit List

Exhibit Number	Description
Exhibit 10.1	The New York Times Company Supplemental Executive Retirement Plan, amended and restated effective December 31, 2009
Exhibit 10.2	The New York Times Company Savings Restoration Plan, effective as of January 1, 2010
Exhibit 10.3	The New York Times Company Supplemental Executive Savings Plan, effective as of January 1, 2010

EX-10.1

Exhibit 10.1

THE NEW YORK TIMES COMPANY

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

Effective January 1, 1983

Amended and Restated Effective February 19, 1987

Amended May 5, 1989

Amended and Restated Effective January 1, 1993

Amended and Restated Effective January 1, 2004

Amended and Restated Effective January 1, 2008

Amended and Restated Effective January 1, 2009

Amended and Restated Effective December 31, 2009

THE NEW YORK TIMES COMPANY

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

PURPOSE

The Supplemental Executive Retirement Plan is designed to provide a benefit which, when added to the retirement income provided under other Company plans, will ensure the payment of a competitive level of retirement income to key senior executives of The New York Times Company, thereby providing an additional incentive for assuring orderly management succession. Eligibility for participation in the Plan shall be limited to executives designated by the SERP Committee. This Plan became effective on January 1, 1983, and shall be effective as to each Participant on the date he or she is designated as such hereunder. The Plan was previously amended and restated effective as of January 1, 2009 to comply with the applicable requirements of section 409A of the Code, and to reflect a change in the benefit formula for Participants with less than twenty (20) years of Service. The Plan is being amended and restated in its entirety effective December 31, 2009 to freeze accruals and to change the responsibilities of the Compensation Committee, the SERP Committee and the EMC. Earnings paid to a Participant after December 31, 2009, and Service completed by a Participant after December 31, 2009, shall not be taken into account for purposes of determining his annual Retirement benefit under Section III of the Plan.

2

SECTION I

DEFINITIONS

1.1. “Basic Plan” means the qualified defined benefit pension plan to which the Company makes or has made contributions on behalf of a designated Participant (including, but not limited to The New York Times Companies Pension Plan, The Guild-Times Pension Plan and The Retirement Annuity Plan for Craft Employees of The New York Times Company (non-contributory portion)).

1.2. “Basic Plan Benefit” means the amount of benefit payable to a Participant under any Basic Plan, assuming immediate commencement of payments as of the date of Retirement, with benefits payable in the form of a straight life annuity.

1.3. “Code” means the Internal Revenue Code of 1986, as amended.

1.4. “Contingent Annuitant” means the person designated by the Participant to receive the survivor portion of the Joint and Survivor Annuity. In the event a married Participant fails to designate a Contingent Annuitant, the Contingent Annuitant shall be deemed to be the Participant’s Surviving Spouse, if any.

1.5. “Company” means The New York Times Company and its subsidiaries and affiliates.

1.6. “EMC” means the ERISA Management Committee.

1.7. “Final Average Earnings” means effective April 1, 2000, the average of the highest consecutive sixty (60) months of Earnings out of the last one hundred twenty (120) months preceding the date on which the Participant retires multiplied by twelve (12). “Earnings” for any calendar year shall include the Participant’s base salary, annual cash bonuses and sales commissions paid during such

3

year, and shall exclude any other compensation (such as deferred incentive compensation under the Long-Term Incentive Plan, retirement units and performance awards (other than annual cash bonuses) under the Executive Incentive Award Plan, the 1991 Executive Stock Incentive Plan, 1991 Executive Cash Bonus Plan and any successor plans and stock options under the 1974 Incentive Stock Option Plan, the Employee Stock Purchase Plan, the 1991 Executive Stock Incentive Plan and any successor plans) and any contributions to or benefits under this Plan or any other pension, profit-sharing, stock bonus or other plan of deferred compensation; except that amounts deferred under a non-qualified deferred compensation plan and/or amounts which the Company contributes to a plan on behalf of the Participant pursuant to a salary reduction agreement which are not includible in the Participant’s gross income under sections 125, 402(e)(3), 492(h) or 403(b) of the Code shall be included. Notwithstanding the foregoing, effective December 31, 2009, for purposes of determining a Participants Final Average Earnings, Earnings paid to a Participant after December 31, 2009 shall not be taken into account.

1.8. “Joint and Survivor Annuity” means a reduced annuity payable for the life of the Participant followed after the Participant’s death by an annuity payable for the life of the Participant’s Contingent Annuitant in an amount equal to either 25%, 50%, 75% or 100% (as elected by the Participant prior to Retirement) of the reduced annuity that was payable to the Participant. The combined annuities payable to the Participant and the Contingent Annuitant under the Joint and Survivor Annuity shall be the actuarial equivalent of the annual Retirement benefit determined under Section III using 7.5% interest and the 94 GAR Mortality Table.

1.9. “Key Executive Position” means a position so designated by the SERP Committee.

4

1.10. “Participant” means an individual holding a Key Executive Position who has been designated as a Participant by the SERP Committee. An executive shall become a Participant in the Plan as of the date he or she is individually selected by, and specifically named by the SERP Committee for inclusion in the Plan. If a Participant is reclassified to a responsibility that is not a Key Executive Position, the Participant’s continuing eligibility will be subject to the approval of the SERP Committee. No individual shall be designated a Participant by the SERP Committee after December 31, 2008.

1.11. “Plan” means The New York Times Company Supplemental Executive Retirement Plan.

1.12. “Retirement” or “Retire” means a Participant’s “separation from service” from the Company within the meaning of section 409A of the Code and Treasury Regulation section 1.409A-1(h) or subsequent IRS guidance under section 409A of the Code on one of the Retirement Dates specified in Section 2.1.

1.13. “Section 409A Specified Employee” means a “specified employee” within the meaning of section 409A(a)(2)(B)(i) of the Code, as determined by the Compensation Committee of the Company’s Board of Directors or its delegate in accordance with the provisions of sections 409A and 416(i) of the Code and the regulations issued thereunder.

1.14. “SERP Committee” means a committee consisting of the Chairman and the President of The New York Times Company.

1.15. “Service” means the Participant’s service for vesting purposes as defined in the Basic Plan, up to a maximum of twenty (20) years, and shall include any additional service credit in specific situations as may be authorized by the Committee.

5

Additionally, service shall include any credits for service pursuant to a buyout plan or agreement accepted by a Participant. Notwithstanding the foregoing, effective December 31, 2009, for purposes of determining the amount of a Participant’s annual Retirement benefit under Section III of this Plan, the term Service shall not include (i) any Service performed by a Participant after December 31, 2009 or, (ii) any credits for Service pursuant to a buyout plan or agreement granted after December 31, 2009. Service completed after December 31, 2009 shall, however, continue to be taken into account for purposes of determining eligibility for Retirement benefits under Sections II and IV of the Plan.

1.16. “Surviving Spouse” means the person to whom a Participant is married on the date on which benefits commence (or at his death, if earlier).

1.17. The masculine gender, where appearing in the Plan, will be deemed to include the feminine gender, and the singular may include the plural, unless the context clearly indicates the contrary.

6

SECTION II

ELIGIBILITY FOR BENEFITS

2.1. Each Participant with ten (10) or more years of Service shall be eligible to Retire and receive a benefit under this Plan beginning on one of the following Retirement Dates:

(a) “Normal Retirement Date,” which is the first day of the month following the month in which the Participant reaches age sixty-five (65).

(b) “Early Retirement Date,” which is the first day of any month following the Participant’s fifty-fifth (55th) birthday.

(c) “Postponed Retirement Date,” which in the case of a Participant who terminates his employment with the Company after his Normal Retirement Date, is the first day of the month next following the month in which the Participant terminates employment with the Company.

2.2. For purposes of determining a Participant’s Retirement Date and eligibility to receive Retirement benefits under this Plan, the age of a Participant shall include any age credit pursuant to a buyout plan or agreement accepted by a Participant before December 31, 2009. Notwithstanding the foregoing and Section 4.2, in no event shall Retirement benefits payable under this Plan commence prior to the first business day of the month following the Participant’s actual 55^th birthday.

7

SECTION III

AMOUNT AND FORM OF RETIREMENT BENEFIT

3.1. The annual Retirement benefit payable to a Participant who Retires on his Normal Retirement Date shall equal the excess, if any, of (a) fifty percent (50%) of the Final Average Earnings as of December 31, 2009 (prorated at two and one-half percent (2.5%)) times Final Average Earnings as of December 31, 2009 times years of Service as of December 31, 2009 for Service of less than twenty (20) years over (b) the sum of the Basic Plan Benefits payable as of the Participant’s Normal Retirement Date.

Notwithstanding the foregoing, with respect to a Participant who Retires after January 1, 2009, and who has less than twenty (20) years of Service as of December 31, 2008, the annual Retirement benefit payable to such Participant on his Normal Retirement Date shall equal the excess, if any, of the sum of (a) two and one-half percent (2.5%) times Final Average Earnings as of December 31, 2009 times years of Service after December 31, 2008; plus (b) two and two-tenths percent (2.2%) times Final Average Earnings as of December 31, 2009 times years of Service after December 31, 2008 and before December 31, 2009; provided that the aggregate years of Service under subsections (a) and (b) shall not exceed twenty (20) years of Service, over (c) the sum of the Basic Plan Benefits payable as of the Participant’s Normal Retirement Date.

3.2. The annual Retirement benefit payable to a Participant who Retires on an Early Retirement Date shall equal the benefit determined using the formula in Section 3.1, reduced by four percent (4%) for each year (one-third (1/3) of one percent (1%) for each month) benefits commenced prior to age sixty (60), less the sum of the annual Basic Plan Benefits payable as of the Participant’s Early Retirement Date.

8

3.3. The annual Retirement benefit payable to a Participant who Retires on a Postponed Retirement Date shall be equal to the benefit determined in accordance with Section 3.1 based on the Participant’s Service and Final Average Earnings as of the Participant’s Postponed Retirement Date.

3.4. (a) Prior to January 1, 2009, Retirement benefits payable under this Plan shall be payable at the same time and in the same manner as benefits under the Basic Plan (except the Level Income options), unless otherwise determined by the Company. Retirement benefits under this Plan for a Participant who elects a Level Income Option under the Basic Plan shall be paid in the form of an annuity for the life of the Participant. Once in pay status, a Participant may not change the form of benefit payable under the Plan.

(b) Effective January 1, 2009, Retirement benefits shall, subject to Section 3.5, be paid in the form of an annuity for the life of the Participant if the Participant is not married on the date payment of his Retirement benefit commences. At any time prior to commencing payment of his Retirement benefits, a Participant may elect to receive his Retirement benefit in a different annuity form (either for the life of the Participant only, or as any form of Joint and Survivor Annuity), provided that, as of such date, the newly elected annuity form is actuarially equivalent to the previously elected annuity form.

(c) Participants who have experienced a separation from service (as defined in Section 1.12) prior to January 1, 2009 and have not commenced payment of their benefits as of December 31, 2008, shall make an election by December 31, 2008 as to the timing and form of payment of their benefits. The Participant may elect to have his benefit (i) commence on the first business day of any month after his attainment of age 55 but not after his attainment of age 65,

9

and (ii) paid in the form of an annuity for the life of the Participant or a Joint and Survivor Annuity. Payments shall commence within 90 days of the date elected by the Participant.

If a Participant who has attained age 55 as of December 31, 2008, does not make an election by December 31, 2008, his benefit shall be paid in the form of an annuity for the life of the Participant if the Participant is not married on December 31, 2008, or a Joint and 50% Survivor Annuity with his Surviving Spouse as the Contingent Annuitant if the Participant is married on December 31, 2008. Payments shall commence within 90 days of March 1, 2009.

If a Participant who has not attained age 55 as of December 31, 2008, does not make an election by December 31, 2008, his benefit shall be paid in the form of an annuity for the life of the Participant if the Participant is not married on his 55^th birthday, or a Joint and 50% Survivor Annuity with his Surviving Spouse as the Contingent Annuitant if the Participant is married on his 55^th birthday. Payments shall commence within 90 days following the Participant’s 55^th birthday.

3.5. Notwithstanding Section 3.4 and subject to Section 4.2(c), if the lump sum value of benefits under this Plan is less than or equal to the applicable dollar amount under section 402(g)(1)(B) of the Code, the Company shall, subject to Section 4.2(c), pay such benefit in a single lump sum to the Participant within 90 days following the Participant’s date of Retirement.

10

SECTION IV

PAYMENT OF RETIREMENT BENEFITS

4.1. A Participant with ten (10) or more years of Service who is age fifty-five (55) or older, may Retire under the Plan by giving a minimum of six months’ notice to the SERP Committee (unless such notice is waived by the SERP Committee).

4.2. (a) Prior to January 1, 2009, Retirement benefits payable in accordance with Section III will commence on the Participant’s date of Retirement under Section 2.1. Plan payments must begin immediately upon Retirement and may not be deferred. Benefits will continue to be paid on the first day of each succeeding month. The last payment will be on the first day of the month in which the retired Participant dies unless an optional form of benefit was elected in accordance with Section 3.4(a).

(b) Effective January 1, 2009, subject to paragraph (c) of this Section 4.2, Retirement benefits payable under this Plan will commence within 90 days following the Participant’s date of Retirement.

(c) Notwithstanding Section 4.2(b), effective January 1, 2009, in the event that a Participant is a Section 409A Specified Employee as of his date of Retirement, the Company shall withhold and accumulate the first six monthly annuity payments (or in the case of a lump sum cash out payment under Section 3.5, shall withhold the lump sum payment) of the Participant’s Retirement benefit until the first day of the seventh month following the Participant’s date of Retirement (the “Delayed Payment Date”). The six accumulated annuity payments (or lump sum cash out payment) shall be paid to the Participant in a single lump sum payment on the Delayed Payment Date, with interest for the

11

period of delay, compounded monthly, equal to the prime lending rate in effect as of the date the payment would otherwise have been made. Payment of the withheld and accumulated annuity payments (with interest as calculated above) shall be treated as made on the Delayed Payment Date if the payment is made on such date or on a later date within the same calendar year as the Delayed Payment Date, or, if later, by the 15^th day of the third month following the Delayed Payment Date, provided that the Participant may not, directly or indirectly, designate the year of payment. Notwithstanding the foregoing, if the Participant dies prior to the Delayed Payment Date, any payments that have been withheld and accumulated in accordance with this paragraph shall be paid to the Participant’s beneficiary under the Basic Plan in a single lump sum payment within 90 days after the Participant’s death, with interest as calculated above.

4.3. Any benefit payments under the Plan shall be net of any applicable withholding tax under federal or state law.

12

SECTION V

PRE-RETIREMENT DEATH BENEFITS

A Participant with a vested annual benefit under the Basic Plan who dies prior to the date benefits commence under this Plan shall have a pre-Retirement death benefit paid under this Plan to the beneficiary designated under this Plan. In the event a married Participant fails to designate a beneficiary, the beneficiary shall be deemed to be the Participant’s Surviving Spouse, and in the event a single Participant fails to designate a beneficiary, the beneficiary shall be deemed to be the beneficiary designated under the Basic Plan. Such pre-Retirement death benefit shall be an amount equal to the 50% survivor annuity which would have been paid under this Plan if the Participant had commenced payment as of the later of (i) the day immediately preceding the Participant’s date of death, or (ii) the date the Participant would have reached the earliest Retirement Date under the Plan, in the form of a Joint and 50% Survivor Annuity with the designated beneficiary as the Contingent Annuitant. The pre-Retirement death benefit shall commence within 90 days after the later of the Participant’s date of death or the date the Participant would have attained the Early Retirement Date; provided, however, that the first monthly payment shall include any monthly payments that would have been made had benefits commenced on the first day of the month following the date of the Participant’s death.

13

SECTION VI

FORFEITURE OF BENEFIT

Notwithstanding any other provision of this Plan, if at any time during which a Participant is entitled to receive payments under the Plan, the Participant engages in any business or practice or becomes employed in any position, which the SERP Committee, in its sole discretion, deems to be in competition with the Company or any of its business or interests, or which is deemed by the SERP Committee, in its sole discretion, to be otherwise prejudicial to any of its interests, or such Participant fails to make himself available to the Company for reasonable consultation and other services, the SERP Committee, in its sole discretion, may cause the Participant’s entire interest in benefits otherwise payable under the Plan to be forfeited and discontinued, or may cause the Participant’s payments of benefits under the Plan to be limited or suspended until such Participant is no longer engaging in the conduct above or for such other period the SERP Committee finds advisable under the circumstances, or may take any other action the SERP Committee, in its sole discretion, deems appropriate. The decision of the SERP Committee shall be final. The omission or failure of the SERP Committee to exercise this right at any time shall not be deemed a waiver of its right to exercise such right in the future. The exercise of discretion will not create a precedent in any future cases.

14

SECTION VII

MISCELLANEOUS

7.1. This Plan shall be binding on the Company and its successors and assigns. In furtherance of the foregoing, the Company may assign its obligations to make payments under this Plan to any successor to all or substantially all of the Company’s business.

7.2. The Compensation Committee may, in its sole discretion, terminate, suspend or amend this Plan at any time or from time to time, in whole or in part, provided however, that the EMC shall adopt administrative amendments that do not result in a change in benefits. However, no amendment or suspension of the Plan will affect a retired Participant’s right or the right of a Surviving Spouse, Contingent Annuitant or other beneficiary to continue to receive a benefit in accordance with this Plan as in effect on the date such retired Participant, Surviving Spouse, Contingent Annuitant or other beneficiary commenced to receive a benefit under this Plan.

7.3. Nothing herein contained shall be construed as conferring any rights upon any Participant or any person for a continuation of employment, nor shall it be construed as limiting in any way the right of the Company to discharge any Participant or to treat him without regard to the effect which such treatment might have upon the rights of the Participant or any other person to a payment or a benefit under the Plan.

7.4. This Plan is intended to meet the Employee Retirement Income Security Act’s definition of “an unfunded plan for management or other highly compensated individuals” and, as such, the Company will make Plan benefit payments solely on a current disbursement basis out of general assets of the Company.

15

7.5. This Plan is intended to comply with the applicable requirements of section 409A of the Code with respect to the accrual and payment of benefits hereunder. This Plan shall be interpreted and administered to the extent possible in a manner consistent with the foregoing statement of intent.

7.6. To the maximum extent permitted by law, no benefit under this Plan will be assignable or subject in any manner to alienation, sale, transfer, claims of creditors, pledge, attachment or encumbrances of any kind.

7.7. The Plan shall be administered by the EMC. The EMC may adopt rules and regulations to assist it in the administration of the Plan and may appoint and/or employ individuals to assist it in the administration of the Plan and any other agents it seems advisable, including legal and actuarial counsel. In addition, the EMC may, it is discretion, delegate any of its authority, duties and responsibilities hereunder to any other individual or individuals.

7.8. This Plan is established under and will be construed according to the laws of the State of New York, except to the extent such laws are preempted by ERISA.

7.9. Claims. If any Participant, beneficiary or other properly interested party is in disagreement with any determination that has been made under the Plan, a claim may be presented, but only in accordance with the procedures set forth herein.

(a) Original Claim. Any Participant, beneficiary or other properly interested party may, if he/she so desires, file with the EMC, or its delegee, a written claim for benefits or a determination under the Plan. Within ninety (90) days after the filing of such a claim, the EMC, or its delegee, shall notify the claimant in writing whether the claim is upheld or

16

denied in whole or in part or shall furnish the claimant a written notice describing specific special circumstances requiring a specified amount of additional time (but not more than one hundred eighty (180) days from the date the claim was filed) to reach a decision in the claim. If the claim is denied in whole or in part, the EMC, or its delegee, shall state in writing:

(i) the reasons for the denial;

(ii) the references to the pertinent provisions of this Plan on which the denial is based;

(iii) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and

(iv) an explanation of the claims review procedure set forth in this section.

(b) Claim Review Procedure. Within sixty (60) days after receipt of notice that a claim has been denied in whole or in part, the claimant may file with the EMC a written request for a review and may, in conjunction therewith, submit written issues and comments. Within sixty (60) days after the filing of such a request for review, the EMC shall notify the claimant in writing whether, upon review, the claim was upheld or denied in whole or in part or shall furnish the claimant a written notice describing specific special circumstances requiring a specified amount of additional time (but not more than one hundred twenty (120) days from the date the request for review was filed) to reach a decision on the request for review.

17

(c) General Rules.

(i) No inquiry or question shall be deemed to be a claim or a request for a review of a denied claim unless made in accordance with the foregoing claims procedure. The EMC may require that any claim for benefits and any request for a review of denied claim be filed on forms to be furnished by the EMC upon request.

(ii) All decisions on claims and on requests for a review of denied claims shall be made by the EMC. The EMC, from time to time, may request from employees other than members of the EMC information that is relevant to the Participant’s claim or request for review. The decisions of the EMC shall be final, binding and conclusive upon all persons.

(iii) The decision of the EMC on a claim and on a request for a review of a denied claim shall be served on the claimant in writing. If a decision or notice is not received by a claimant within the time specified, the claim or request for a review of a denied claim shall be deemed to have been denied.

(iv) Prior to filing a claim or a request for a review of a denied claim, the claimant or the claimant’s representative shall have a reasonable opportunity to review a copy of this Plan and all other pertinent documents in the possession of the Company and the EMC.

(v) The individuals serving on the EMC shall, except as prohibited by law, be indemnified and held harmless by the Company from any and all liabilities, costs, and expenses (including legal fees), to the extent not covered by liability insurance arising out of any action taken by any individual of the EMC with respect to this Plan, unless such liability arises from the individual’s claim for such individual’s own benefit, the

18

proven gross negligence, bad faith, or (if the individual had reasonable cause to believe such conduct was unlawful) the criminal conduct of such individual. This indemnification shall continue as to an individual who has ceased to be a member of the EMC and shall inure to the benefit of the heirs, executors and administrators of such an individual.

19

APPENDIX I

Everything in this Plan to the contrary notwithstanding, the following Participants shall have benefits under this Plan as provided in their respective agreements with the Company as follows:

1. Lance R. Primis: as per his agreement with the Company dated December 4, 1996.

20

EX-10.2

Exhibit 10.2

THE NEW YORK TIMES COMPANY

SAVINGS RESTORATION PLAN

Effective as of January 1, 2010

THE NEW YORK TIMES COMPANY

SAVINGS RESTORATION PLAN

Effective as of January 1, 2010

INTRODUCTION

The New York Times Company (the “Company”) establishes The New York Times Company Savings Restoration Plan (the “Plan”) effective as of January 1, 2010 for the benefit of certain of its Employees.

The Company maintains The New York Times Companies Pension Plan (the “Pension Plan”), The New York Times Company Supplemental Executive Retirement Plan (“SERP I”) and The New York Times Company Executive Unfunded Pension Plan II (“SERP II”) for the benefit of certain of its employees. Effective December 31, 2009, benefit accruals under the Pension Plan, SERP I and SERP II are frozen. The Excess Contributions provided under the Plan are the Basic Contributions that cannot be provided under The New York Times Companies Supplemental Retirement and Investment Plan (“SRIP”) as a result of the Section 401(a)(17) Limit or the Section 415 Limit, or deferrals to The New York Times Company Deferred Executive Compensation Plan (“DEC”).

The Plan is intended to be an unfunded deferred compensation plan maintained for a select group of management or highly compensated employees.

The Plan is intended to comply in all respects with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). The Plan shall be interpreted and administered, to the extent possible, in a manner consistent with the foregoing statement of intent.

ARTICLE I

DEFINITIONS

1.1 “Account” means the bookkeeping account established under the Plan for each Participant. A Participant’s Account shall include his Excess Contributions and gains/losses attributable thereto.

1.2 “Basic Contribution” shall have the meaning as such term has under the SRIP.

1.3 “Beneficiary” or “Beneficiaries” means the person or persons designated as such by a Participant.

1.4 “Board of Directors” means the Board of Directors of the Company.

1.5 “Change of Control” shall be deemed to have occurred if:

(a) A “person” or “group” within the meaning of Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) other than a Permitted Holder shall have obtained the right or ability by voting power, contract or otherwise to elect or designate for election at least a majority of the Board of Directors; or

(b) Consummation of any share exchange, consolidation or merger of the Company pursuant to which the Company’s common stock will be converted into cash, securities or other property or any sale, lease or other transfer in one transaction or a series of transactions of the consolidated assets of the Company and its subsidiaries substantially as an entirety to any “person” or “group” within the meaning of Section 13(d) of the Exchange Act, other than one of the Company’s subsidiaries; provided, however, that any such share exchange, consolidation or merger will not be a Change of Control if holders of the Company’s common stock immediately prior to such transaction collectively own, directly or indirectly, more than 50% of all classes of common equity of the continuing or surviving corporation or transferee or the parent thereof immediately after such transaction in substantially the same proportion as such ownership immediately prior to such share exchange, consolidation or merger.

For purposes of this Section 1.5 of the Plan, “Permitted Holders” shall mean any descendant (or any spouse thereof) of Iphigene Ochs Sulzberger (collectively, the “Family Members”) or any beneficiary or trustee (as the same may change from time to time) of a trust over 50% of the individual beneficiaries of which are Family Members.

1.6 “Code” means the Internal Revenue Code of 1986, as amended.

1.7 “Company” means The New York Times Company.

1

1.8 “Compensation” shall have the same meaning as such term has under the SRIP for purposes of determining Basic Contributions thereunder, including deferrals to the DEC and without regard to the Section 401(a)(17) Limit.

1.9 “Disability” shall have the same meaning as such term has under the SRIP.

1.10 “Employee” means an employee of the Company. Independent contractors and leased employees (as defined under Section 414(n) of the Code) shall not be treated as Employees under the Plan.

1.11 “Excess Contribution” means the amount that is credited to a Participant’s Account pursuant to Section 3.1 of the Plan.

1.12 “Participant” means an Employee who satisfies the eligibility requirements of Article II of the Plan.

1.13 “Plan” means The New York Times Company Savings Restoration Plan.

1.14 “Plan Year” means each twelve (12) consecutive month period commencing each January 1 and ending on the following December 31.

1.15 “Retirement” shall have the same meaning as such term has under the SRIP.

1.16 “Section 401(a)(17) Limit” means the limit on compensation imposed by Section 401(a)(17) of the Code.

1.17 “Section 415 Limit” means the limit on contributions under the SRIP Plan imposed by Section 415 of the Code

1.18 “Separation from Service” shall occur when a Participant dies, retires, or otherwise has a Termination from Employment with the Company.

1.19 “SRIP” means The New York Times Companies Supplemental Retirement and Investment Plan.

2

1.20 “Surviving Spouse” means the person to whom the Participant is married on the date on which benefits commence (or at his death, if earlier).

1.21 “Termination from Employment” shall occur on the date that the Participant ceases to be employed by the Company and all members of the Company’s controlled group of corporations for any reason other than death. Whether a Termination from Employment has occurred shall be based on the facts and circumstances and determined in accordance with Section 409A of the Code.

1.22 “Year of Eligibility Service” shall have the same meaning as such term has under the SRIP.

1.23 “Year of Vesting Service” shall have the same meaning as such term has under the SRIP.

1.24 For the purposes of this Plan, unless the context requires otherwise, the masculine includes the feminine, the singular the plural, and vice-versa.

ARTICLE II

PARTICIPATION

An Employee who is a participant in SERP I or SERP II on December 31, 2009 shall become a Participant in the Plan on January 1, 2010.

Any other Employee shall become a Participant in the Plan on the last day of the Plan Year in which the following criteria are satisfied:

(a) The Employee is a participant in the SRIP;

(b) The Employee is a highly-compensated employee or a member of a select group of management;

(c) The Employee completes one Year of Eligibility Service; and

(d) Either

3

(i) The Employee’s Compensation exceeds the limit under Section 401(a)(17) of the Code for the Plan Year;

(ii) The Employee’s annual additions under the SRIP exceed the limit under Section 415 of the Code for the Plan Year; or

(iii) The Employee defers a portion of his compensation to the DEC for the Plan Year.

ARTICLE III

EXCESS CONTRIBUTIONS

3.1 Amount of Excess Contribution. For each Plan Year, a Participant’s Account shall be credited with an Excess Contribution equal to 3% of the Participant’s Compensation less the amount of Basic Contributions made to the SRIP on the Participant’s behalf.

With respect to the Plan Year that an Employee first becomes a Participant in the Plan, the amount credited to his Account shall be based on his Compensation earned on and after the date he completes one Year of Eligibility Service.

If a Participant incurs a Separation from Service during the Plan Year, no amount shall be credited to his Account for such Plan Year unless the Separation from Service is on account of his death, Disability or Retirement. If the Participant incurs a Separation from Service on account of death, Disability or Retirement, the amount credited to his Account under this Section 3.1, if any, shall be based on his Compensation through the date he incurs a Separation from Service.

The Company shall credit a Participant’s Account, including the Account of a Participant who incurs a Separation from Service on account of death, Disability or Retirement during the Plan Year, as soon as administratively practicable following the end of the Plan Year.

4

3.2 Interest. On or about December 31 of each Plan Year, a Participant’s Account shall be credited with interest based on the Barclays Capital Long Credit index, or such successor index as may determined by the EMC, as of the last business day in October.

ARTICLE IV

VESTING, BENEFIT AMOUNT AND PAYMENT

4.1 Vesting. A Participant shall vest in his Account in accordance with the following schedule:

Years of Vesting Service	Vesting Percentage
1 Year of Vesting Service	40%
2 Years of Vesting Service	55%
3 Years of Vesting Service	70%
4 Years of Vesting Service	85%
5 or More Years of Vesting Service	100%

Notwithstanding the foregoing, a Participant who incurs a Separation from Service on account of death, Disability or Retirement, or attains age 65 while employed, shall become 100% vested in his Account upon such Separation from Service.

Notwithstanding the foregoing, upon a Change of Control, all Participants shall become 100% vested in their Accounts.

4.2 Payment Upon Termination From Employment. Upon a Participant’s Termination from Employment, his vested Account shall be paid to him in a lump sum within 90 days following the date of the Participant’s Termination from Employment.

Notwithstanding anything in the Plan to the contrary, if the Participant is determined by the Compensation Committee of the Board of Directors, or its delegee, be a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, payment of such Participant’s benefit shall be delayed to the extent necessary to comply with Section 409A of the Code.

5

4.3 Payment Upon Death. If a Participant dies before his Account is paid, his Account shall be paid to his Beneficiary in a lump sum. The lump sum payment to the Participant’s Beneficiary shall be made within 90 days of the Participant’s death.

ARTICLE V

Payee Designation

5.1 Beneficiaries. A Participant shall have the right, at any time, to designate any person or persons as Beneficiary (both primary and contingent) to whom payment under the Plan shall be made in the event of the Participant death in the manner prescribed by the ERISA Management Committee (“EMC”). If a Participant fails to designate a Beneficiary or if every person designated as Beneficiary predeceases the Participant or dies prior to complete distribution of the Participant’s Account, then the Participant’s Account shall be paid to his Surviving Spouse, or if there is no Surviving Spouse, to his estate.

5.2 Payments on Behalf of Persons Under Incapacity. In the event that any amount becomes payable under the Plan to a person who, in the sole judgment of the EMC, is considered by reason of physical or mental condition to be unable to give a valid receipt therefore, the EMC may direct that such payment be made to any person found by the EMC, in its sole judgment, to have assumed the care of such person. Any payment made pursuant to such determination shall constitute a full release and discharge of any and all liability of the EMC and the Company under the Plan.

6

ARTICLE VI

Administration

6.1 Committee. The EMC shall be responsible for the administration of the Plan. The members of the EMC shall serve without compensation.

6.2 Responsibilities and Powers of the EMC. The Plan shall be administered by the EMC. The EMC may adopt rules and regulations to assist it in the administration of the Plan and may appoint and/or employ individuals to assist it in the administration of the Plan and any other agents it seems advisable, including legal and actuarial counsel. In addition, the EMC may, it is discretion, delegate any of its authority, duties and responsibilities hereunder to any other individual or individuals

6.3 Indemnification. The individuals serving on the EMC shall, except as prohibited by law, be indemnified and held harmless by the Company from any and all liabilities, costs, and expenses (including legal fees), to the extent not covered by liability insurance arising out of any action taken by any individual of the EMC with respect to this Plan, unless such liability arises from the individual’s claim for such individual’s own benefit, the proven gross negligence, bad faith, or (if the individual had reasonable cause to believe such conduct was unlawful) the criminal conduct of such individual. This indemnification shall continue as to an individual who has ceased to be a member of the EMC and shall inure to the benefit of the heirs, executors and administrators of such an individual.

6.4 Claims and Review Procedure. If any Participant, Beneficiary or other properly interested party is in disagreement with any determination that has been made under the Plan, a claim may be presented, but only in accordance with the procedures set forth herein.

(a) Original Claim. Any Participant, Beneficiary or other properly interested party may, if he/she so desires, file with the EMC, or its delegee, a written claim for benefits or a determination under the Plan. Within ninety (90) days after the

7

filing of such a claim, the EMC, or its delegee, shall notify the claimant in writing whether the claim is upheld or denied in whole or in part or shall furnish the claimant a written notice describing specific special circumstances requiring a specified amount of additional time (but not more than one hundred eighty (180) days from the date the claim was filed) to reach a decision in the claim. If the claim is denied in whole or in part, the EMC, or its delegee, shall state in writing:

(i) The reasons for the denial;

(ii) The references to the pertinent provisions of this Plan on which the denial is based;

(iii) A description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and

(iv) An explanation of the claims review procedure set forth in this section.

(b) Claim Review Procedure. Within sixty (60) days after receipt of notice that a claim has been denied in whole or in part, the claimant may file with the EMC a written request for a review and may, in conjunction therewith, submit written issues and comments. Within sixty (60) days after the filing of such a request for review, the EMC shall notify the claimant in writing whether, upon review, the claim was upheld or denied in whole or in part or shall furnish the claimant a written notice describing specific special circumstances requiring a specified amount of additional time (but not more than one hundred twenty (120) days from the date the request for review was filed) to reach a decision on the request for review.

(c) General Rules.

(i) No inquiry or question shall be deemed to be a claim or a request for a review of a denied claim unless made in accordance with the foregoing claims procedure. The EMC may require that any claim for benefits and any request for a review of denied claim be filed on forms to be furnished by the EMC upon request.

(ii) All decisions on claims and on requests for a review of denied claims shall be made by the EMC. The EMC, from time to time, may request from employees other than members of the EMC information that is relevant to the Participant’s claim or request for review. The decisions of the EMC shall be final, binding and conclusive upon all persons.

(iii) The decision of the EMC on a claim and on a request for a review of a denied claim shall be served on the claimant in writing. If a decision or notice is not received by a claimant within the time specified, the claim or request for a review of a denied claim shall be deemed to have been denied.

8

(iv) Prior to filing a claim or a request for a review of a denied claim, the claimant or the claimant’s representative shall have a reasonable opportunity to review a copy of this Plan and all other pertinent documents in the possession of the Company and the EMC.

9

ARTICLE VII

Miscellaneous

7.1 Benefits Payable by the Company. All benefits payable under this Plan constitute an unfunded obligation of the Company. Payments shall be made, as due, from the general funds of the Company. At its discretion, the Company may establish one or more grantor trusts and/or insurance contracts for the purpose of providing for payment of benefits under the Plan. Such trusts shall be irrevocable, but the assets thereof shall be subject to the claims of the Company’s creditors. Benefits paid to the Participant from any such trust or insurance contract shall be considered paid by the Company for purposes of meeting the obligations of the Company under the Plan.

7.2 Amendment or Termination. The Compensation Committee may, in its sole discretion, terminate, suspend or amend this Plan at any time or from time to time, in whole or in part, provided however, that the EMC shall adopt administrative amendments that do not result in a change in benefits. However, no amendment or suspension of the Plan will affect a retired Participant’s right or the right of the retired Participant’s Beneficiary to receive a benefit in accordance with the terms of the Plan.

7.3 Status of Employment. Nothing herein contained shall be construed as conferring any rights upon any Participant or any person for a continuation of employment, nor shall it be construed as limiting in any way the right of the Company to discharge any Participant or to treat him without regard to the effect which such treatment might have upon the rights of the Participant or any other person to a payment or a benefit under the Plan.

7.4 Successors and Assigns. The Plan shall be binding on the Company and its successors and assigns. In furtherance of the foregoing, the Company may assign its obligations to make payments under this Plan to any successor to all or substantially all of the Company’s business.

10

7.5 Inalienability of Benefits. The right of any person to any benefit or payment under the Plan shall not be subject to voluntary or involuntary transfer, alienation or assignment, and, to the fullest extent permitted by law, shall not be subject to attachment, execution, garnishment, sequestration or other legal or equitable process. In the event a person who is entitled to receive a benefit under the Plan attempts to assign, transfer or dispose of such right, or if an attempt is made to subject said right to such process, such assignment, transfer or disposition shall be null and void.

7.6 Governing Law. Except to the extent preempted by federal law, the provisions of the Plan will be construed according to the laws of the State of New York.

11

EX-10.3

Exhibit 10.3

THE NEW YORK TIMES COMPANY

SUPPLEMENTAL EXECUTIVE SAVINGS PLAN

Effective as of January 1, 2010

THE NEW YORK TIMES COMPANY

SUPPLEMENTAL EXECUTIVE SAVINGS PLAN

Effective as of January 1, 2010

INTRODUCTION

The New York Times Company (the “Company”) establishes The New York Times Company Supplemental Executive Savings Plan (the “Plan”) effective as of January 1, 2010 for the benefit of certain of its Employees.

The Company maintains The New York Times Companies Pension Plan (the “Basic Plan”) and The New York Times Company Supplemental Executive Retirement Plan (“SERP I”) for the benefit of certain of its employees. Effective December 31, 2009, benefit accruals under the Pension Plan and SERP I are frozen.

The Plan will provide Supplemental Contributions and Transition Credits to eligible Employees.

The Plan is intended to be an unfunded deferred compensation plan maintained for a select group of management or highly compensated employees.

The Plan is intended to comply in all respects with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). The Plan shall be interpreted and administered, to the extent possible, in a manner consistent with the foregoing statement of intent.

ARTICLE I

DEFINITIONS

1.1 “Account” means the bookkeeping account established under the Plan for each Participant. A Participant’s Account shall include his Supplemental Contributions, Transition Credits and gains/losses attributable thereto.

1.2 “Basic Plan” means The New York Times Companies Pension Plan.

1.3 “Beneficiary” or “Beneficiaries” means the person or persons designated as such by a Participant.

1.4 “Board of Directors” means the Board of Directors of the Company.

1.5 “Change of Control” shall be deemed to have occurred if:

(a) A “person” or “group” within the meaning of Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) other than a Permitted Holder shall have obtained the right or ability by voting power, contract or otherwise to elect or designate for election at least a majority of the Board of Directors; or

(b) Consummation of any share exchange, consolidation or merger of the Company pursuant to which the Company’s common stock will be converted into cash, securities or other property or any sale, lease or other transfer in one transaction or a series of transactions of the consolidated assets of the Company and its subsidiaries substantially as an entirety to any “person” or “group” within the meaning of Section 13(d) of the Exchange Act, other than one of the Company’s subsidiaries; provided, however, that any such share exchange, consolidation or merger will not be a Change of Control if holders of the Company’s common stock immediately prior to such transaction collectively own, directly or indirectly, more than 50% of all classes of common equity of the continuing or surviving corporation or transferee or the parent thereof immediately after such transaction in substantially the same proportion as such ownership immediately prior to such share exchange, consolidation or merger.

For purposes of this Section 1.5 of the Plan, “Permitted Holders” shall mean any descendant (or any spouse thereof) of Iphigene Ochs Sulzberger (collectively, the “Family Members”) or any beneficiary or trustee (as the same may change from time to time) of a trust over 50% of the individual beneficiaries of which are Family Members.

1.6 “Code” means the Internal Revenue Code of 1986, as amended.

1.7 “Company” means The New York Times Company.

1

1.8 “Compensation” for any calendar year shall include the Participant’s base salary, annual cash bonuses and sales commissions paid during such year, and shall exclude any other compensation (such as deferred incentive compensation, other than annual cash bonuses, under the Long-Term Incentive Plan, retirement units and performance awards under the Executive Incentive Award Plan, the 1991 Executive Stock Incentive Plan, 1991 Executive Cash Bonus Plan and any successor plans, and stock options under the 1974 Incentive Stock Option Plan, the Employee Stock Purchase Plan, the 1991 Executive Stock Incentive Plan and any successor plans), and any contributions to or benefits under this Plan or any other pension, profit-sharing, stock bonus or other plan of deferred compensation; except that amounts deferred under a non-qualified deferred compensation plan and/or amounts which the Company contributes to a plan on behalf of the Participant pursuant to a salary reduction agreement which are not includible in the Participant’s gross income under sections 125, 402(e)(3), 492(h) or 403(b) of the Code shall be included.

1.9 “Employee” means an employee of the Company. Independent contractors and leased employees (as defined under Section 414(n) of the Code) shall not be treated as Employees under the Plan.

1.10 “Participant” means an Employee of the Company who (i) is a participant in SERP I on December 31, 2009, or (ii) who hold a Key Executive Position and is designated by the SERP Committee as eligible to participate in the Plan.

1.11 “Plan” means The New York Times Company Supplemental Executive Savings Plan.

1.12 “Plan Year” means each twelve (12) consecutive month period commencing each January 1 and ending on the following December 31.

2

1.13 “Separation from Service” shall occur when a Participant dies, retires, or otherwise has a Termination from Employment with the Company.

1.14 “Supplemental Contribution” means the amount that is credited to a Participant’s Account pursuant to Section 3.1 of the Plan.

1.15 “Surviving Spouse” means the person to whom the Participant is married on the date on which benefits commence (or at his death, if earlier).

1.16 “Termination from Employment” shall occur on the date that the Participant ceases to be employed by the Company and all members of the Company’s controlled group of corporations for any reason other than death. Whether a Termination from Employment has occurred shall be based on the facts and circumstances and determined in accordance with Section 409A of the Code.

1.17 “Transition Credit” means the amount that is credited to a Participant’s Account pursuant to Section 3.2 of the Plan.

1.18 “Year of Service” shall have the same meaning as such term has under The New York Times Companies Supplemental Retirement and Investment Plan.

1.19 For the purposes of this Plan, unless the context requires otherwise, the masculine includes the feminine, the singular the plural, and vice-versa.

ARTICLE II

PARTICIPATION

An Employee who is a participant in SERP I on December 31, 2009 shall become a Participant in the Plan on January 1, 2010.

Any other Employee who holds a Key Executive Position (as defined by the Company) and is designated by the SERP Committee as eligible to participate in the Plan shall become a Participant in the Plan on the date so designated by the SERP Committee.

3

ARTICLE III

SUPPLEMENTAL CONTRIBUTIONS AND TRANSITION CREDITS

3.1 Supplemental Contributions. For each Plan Year, the Company shall credit a Participant’s Account with a Supplemental Contribution equal to:

(a) 10% of Compensation for Participants who were participants in SERP I on December 31, 2009; or

(b) 5% of Compensation for Participants who were not participants in the SERP I on December 31, 2009.

If a Participant incurs a Separation from Service during the Plan Year, the amount of his Supplemental Contribution shall be based on his Compensation through the date he incurs a Separation from Service.

The Company shall credit a Participant’s Account, including the Account of a Participant who incurs a Separation from Service during the Plan Year, with a Supplemental Contribution as soon as administratively practicable following the end of the Plan Year.

3.2 Transition Credits. For each Plan Year, Transition Credits equal to 10% of Participants’ Compensation shall be credited to the Accounts of Participants who were participants in SERP I on December 31, 2009 and who are designated by the SERP Committee as eligible to receive Transition Credits. Notwithstanding the foregoing, no Transition Credits shall be credited to a Participant’s Account for any Plan Year after the Plan Year in which the Participant attains age 62.

If a Participant incurs a Separation from Service during the Plan Year, the amount of his Transition Credit shall be based on his Compensation through the date he incurs a Separation from Service.

4

The Company shall credit a Participant’s Account, including the Account of a Participant who incurs a Separation from Service during the Plan Year, with a Transition Credit as soon as administratively practicable following the end of the Plan Year.

3.3 Interest. On or about December 31 of each Plan Year, a Participant’s Account shall be credited with interest based on the Barclays Capital Long Credit index, or such successor index as may determined by the EMC, as of the last business day in October of such Plan Year.

5

ARTICLE IV

VESTING, BENEFIT AMOUNT AND PAYMENT

4.1 Vesting. A Participant shall become 100% vested in his Account upon attaining age fifty-five (55) and completing ten (10) Years of Service.

Notwithstanding the foregoing, upon a Change of Control, all Participants shall become 100% vested in their Accounts.

4.2 Benefit Amount. A Participant who is vested in his Account on the date he incurs a Separation from Service, or the Participant’s Beneficiary in the case of his death, shall be entitled to a benefit equal to the value of his Account, provided that the sum of (a) plus (b) does not exceed (c). In the event that the sum of (a) plus (b) exceeds (c), the amount payable from the Plan shall be reduced by the amount of such excess.

(a) The present value of the Participant’s actual SERP I benefit on the date he incurs a Separation from Service.

(b) The value of the Participant’s Account on the date he incurs a Separation from Service.

(c) The present value of the Participant’s SERP I benefit that the Participant would have been entitled to receive on the date he incurs a Separation from Service had SERP I not been frozen.

For purposes of determining the present value of the Participant’s SERP I benefit, the actuarial assumptions under the Basic Plan for purposes of determining lump sum payments shall be applied.

4.3 Payment Upon Termination From Employment. A Participant who is vested in his Account on the date he incurs a Termination from Employment shall receive a lump sum payment equal to the value of his Account, as adjusted under Section 4.2 of the Plan, within 90 days following the date of the Participant’s Termination from Employment.

6

Notwithstanding anything in the Plan to the contrary, if the Participant is determined by the Compensation Committee of the Board of Directors, or its delegee, to be a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, payment of such Participant’s benefit shall be delayed to the extent necessary to comply with Section 409A of the Code.

4.4 Payment Upon Death. If a Participant, who is vested in his Account, dies before his Account is paid, the Participant’s Account, as adjusted under Section 4.2 of the Plan, shall be paid to his Beneficiary in a lump sum. The lump sum payment to the Participant’s Beneficiary shall be made within 90 days of the Participant’s death.

ARTICLE V

PAYEE DESIGNATION

5.1 Beneficiaries. A Participant shall have the right, at any time, to designate any person or persons as Beneficiary (both primary and contingent) to whom payment under the Plan shall be made in the event of the Participant’s death in the manner prescribed by the ERISA Management Committee (“EMC”). If a Participant fails to designate a Beneficiary or if every person designated as Beneficiary predeceases the Participant or dies prior to complete distribution of the Participant’s Account, then the Participant’s Account shall be paid to his Surviving Spouse, or if there is no Surviving Spouse, to his estate.

5.2 Payments on Behalf of Persons Under Incapacity. In the event that any amount becomes payable under the Plan to a person who, in the sole judgment of the EMC, is considered by reason of physical or mental condition to be unable to give a valid receipt therefore, the EMC may direct that such payment be made to any person found by the EMC, in its sole judgment, to have assumed the care of such person. Any payment made pursuant to such determination shall constitute a full release and discharge of any and all liability of the EMC and the Company under the Plan.

7

ARTICLE VI

ADMINISTRATION

6.1 Committee. The EMC shall be responsible for the administration of the Plan. The members of the EMC shall serve without compensation.

6.2 Responsibilities and Powers of the EMC. The Plan shall be administered by the EMC. The EMC may adopt rules and regulations to assist it in the administration of the Plan and may appoint and/or employ individuals to assist it in the administration of the Plan and any other agents it seems advisable, including legal and actuarial counsel. In addition, the EMC Committee may, in its discretion, delegate any of its authority, duties and responsibilities hereunder to any other individual or individuals.

6.3 Indemnification. The individuals serving on the EMC shall, except as prohibited by law, be indemnified and held harmless by the Company from any and all liabilities, costs, and expenses (including legal fees), to the extent not covered by liability insurance arising out of any action taken by any individual of the EMC with respect to this Plan, unless such liability arises from the individual’s claim for such individual’s own benefit, the proven gross negligence, bad faith, or (if the individual had reasonable cause to believe such conduct was unlawful) the criminal conduct of such individual. This indemnification shall continue as to an individual who has ceased to be a member of the EMC and shall inure to the benefit of the heirs, executors and administrators of such an individual.

6.4 Claims and Review Procedure. If any Participant, Beneficiary or other properly interested party is in disagreement with any determination that has been made under the Plan, a claim may be presented, but only in accordance with the procedures set forth herein.

8

(a) Original Claim. Any Participant, Beneficiary or other properly interested party may, if he/she so desires, file with the EMC, or its delegee, a written claim for benefits or a determination under the Plan. Within ninety (90) days after the filing of such a claim, the EMC, or its delegee, shall notify the claimant in writing whether the claim is upheld or denied in whole or in part or shall furnish the claimant a written notice describing specific special circumstances requiring a specified amount of additional time (but not more than one hundred eighty (180) days from the date the claim was filed) to reach a decision in the claim. If the claim is denied in whole or in part, the EMC, or its delegee, shall state in writing:

(i) The reasons for the denial;

(ii) The references to the pertinent provisions of this Plan on which the denial is based;

(iii) A description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and

(iv) An explanation of the claims review procedure set forth in this section.

(b) Claim Review Procedure. Within sixty (60) days after receipt of notice that a claim has been denied in whole or in part, the claimant may file with the EMC a written request for a review and may, in conjunction therewith, submit written issues and comments. Within sixty (60) days after the filing of such a request for review, the EMC shall notify the claimant in writing whether, upon review, the claim was upheld or denied in whole or in part or shall furnish the claimant a written notice describing specific special circumstances requiring a specified amount of additional time (but not more than one hundred twenty (120) days from the date the request for review was filed) to reach a decision on the request for review.

(c) General Rules.

(i) No inquiry or question shall be deemed to be a claim or a request for a review of a denied claim unless made in accordance with the foregoing claims procedure. The EMC may require that any claim for benefits and any request for a review of a denied claim be filed on forms to be furnished by the EMC upon request.

(ii) All decisions on claims and on requests for a review of denied claims shall be made by the EMC. The EMC, from time to time, may request from employees other than members of the EMC information that is relevant to the Participant’s claim or request for review. The decisions of the EMC shall be final, binding and conclusive upon all persons.

(iii) The decision of the EMC on a claim and on a request for a review of a denied claim shall be served on the claimant in writing. If a decision or

9

notice is not received by a claimant within the time specified, the claim or request for a review of a denied claim shall be deemed to have been denied.

(iv) Prior to filing a claim or a request for a review of a denied claim, the claimant or the claimant’s representative shall have a reasonable opportunity to review a copy of this Plan and all other pertinent documents in the possession of the Company and the EMC.

ARTICLE VII

MISCELLANEOUS

7.1 Benefits Payable by the Company. All benefits payable under this Plan constitute an unfunded obligation of the Company. Payments shall be made, as due, from the general funds of the Company. At its discretion, the Company may establish one or more grantor trusts and/or insurance contracts for the purpose of providing for payment of benefits under the Plan. Such trusts shall be irrevocable, but the assets thereof shall be subject to the claims of the Company’s creditors. Benefits paid to the Participant from any such trust or insurance contract shall be considered paid by the Company for purposes of meeting the obligations of the Company under the Plan.

7.2 Amendment or Termination. The Compensation Committee may, in its sole discretion, terminate, suspend or amend this Plan at any time or from time to time, in whole or in part, provided however, that the EMC shall adopt administrative amendments that do not result in a change in benefits. However, no amendment or suspension of the Plan will affect a retired Participant’s right or the right of the retired Participant’s Beneficiary to receive a benefit in accordance with the terms of the Plan.

7.3 Status of Employment. Nothing herein contained shall be construed as conferring any rights upon any Participant or any person for a continuation of employment, nor shall it be construed as limiting in any way the right of the Company to discharge any Participant or to treat him without regard to the effect which such treatment might have upon the rights of the Participant or any other person to a payment or a benefit under the Plan.

10

7.4 Successors and Assigns. The Plan shall be binding on the Company and its successors and assigns. In furtherance of the foregoing, the Company may assign its obligations to make payments under this Plan to any successor to all or substantially all of the Company’s business.

7.5 Inalienability of Benefits. The right of any person to any benefit or payment under the Plan shall not be subject to voluntary or involuntary transfer, alienation or assignment, and, to the fullest extent permitted by law, shall not be subject to attachment, execution, garnishment, sequestration or other legal or equitable process. In the event a person who is entitled to receive a benefit under the Plan attempts to assign, transfer or dispose of such right, or if an attempt is made to subject said right to such process, such assignment, transfer or disposition shall be null and void.

7.6 Governing Law. Except to the extent preempted by federal law, the provisions of the Plan will be construed according to the laws of the State of New York.

11