8-K
NEW YORK TIMES CO (NYT)
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): January 15, 2026
The New York Times Company
(Exact name of registrant as specified in its charter)
| New York | 1-5837 | 13-1102020 | |||
|---|---|---|---|---|---|
| (State or other jurisdiction<br>of incorporation) | (Commission<br>File Number) | (I.R.S. Employer<br>Identification No.) | |||
| 620 Eighth Avenue, | New York, | New York | 10018 | ||
| (Address and zip code of principal executive offices) |
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))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Class A Common Stock | NYT | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02(e) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 15, 2026, the Compensation Committee (the “Committee”) of the Board of Directors of The New York Times Company (the “Company”) adopted and approved The New York Times Company Executive Severance Plan (the “Severance Plan”). The Severance Plan is intended to provide a standardized framework for the Company’s severance arrangements, to align with market practice and to further promote the attraction and retention of key executives, including the Company’s named executive officers (with the exception of the Company’s President and Chief Executive Officer, Meredith Kopit Levien, who is not eligible to participate in the Severance Plan, and instead is eligible to receive severance pursuant to the terms of her Employment Agreement with the Company, dated July 21, 2020 (the “CEO Employment Agreement”)).
On January 15, 2026, the Company and Ms. Kopit Levien entered into an amendment to the CEO Employment Agreement (the “Employment Agreement Amendment”) to align certain terms of the CEO Employment Agreement with those applicable to other executives and to be more consistent with the Company’s current business, as described below.
Both the Severance Plan and the Employment Agreement Amendment were developed in consultation with the Committee’s independent compensation consultant and the advice of counsel.
Severance Plan
The Severance Plan provides for the payment of severance and other benefits to eligible executives in the event the executive experiences a Qualifying Termination, which generally means a termination of the executive’s employment by the Company without Cause (as defined in the Severance Plan).
To be eligible to participate in the Severance Plan, an employee must: (i) be a member of the Company’s Executive Committee, as designated by the Chief Executive Officer or the Publisher of the Company, and/or be an officer for whom the Company is required to make filings under Section 16(a)(1) of the Securities Exchange Act of 1934 (a “Section 16 Officer”), (ii) have executed a restrictive covenant agreement, which remains in effect on the date of termination, and (iii) have not entered into an individual agreement that provides for severance or separation compensation. In the event that an eligible executive breaches the restrictive covenant agreement, the executive will cease to participate in the Severance Plan, will no longer be eligible to receive any payments or benefits under the Severance Plan (as described below), and the Company may seek to recover any payments and benefits previously provided to such executive under the Severance Plan.
If an eligible executive experiences a Qualifying Termination, and subject to the eligible executive’s execution of a general release of claims against the Company, the Severance Plan provides for the following payments and benefits:
•Cash severance, paid in substantially equal installments in accordance with regular payroll practices, equal to: (a) 52 weeks of base pay if the executive is a member of the Executive Committee; or (b) one week of base pay per six months of service, with a minimum of 26 weeks of base pay and a maximum of 52 weeks of base pay, if the executive is a Section 16 Officer who is not a member of the Executive Committee (each cash severance amount, the “Non-CiC Cash Severance Amount,” and the number of weeks during which the cash severance is paid, the “Non-CiC Severance Period”).
•If the executive has completed at least six months of service during the year in which they are terminated, a pro-rated annual incentive award for the year of employment termination; provided that if the executive is employed for the entire year, but is terminated prior to the payment date of their annual award, the executive will receive an award for the full performance year, determined in accordance with the terms of the Company’s annual incentive plan (the “AIP”). In the event that an executive is entitled to a greater benefit under the AIP than under the Severance Plan, the executive will receive the award under the AIP.
•Continued coverage under the Company’s group health plans for the Non-CiC Severance Period, at the same contribution rate as applicable to active employees; provided that if the executive becomes eligible to participate in a subsequent employer’s group health plan, such continued coverage will cease (except to the extent otherwise required by applicable law).
•Outplacement services at a level and in a manner determined by the Company for the Non-CiC Severance Period, not to exceed $25,000 or twelve months (whichever is first attained).
In the event an eligible executive who is a member of the Executive Committee experiences a Qualifying Termination or terminates their employment for Good Reason (as defined in the Severance Plan), in each case upon or within 12 months following a Change in Control (as defined in the Company’s 2020 Incentive Compensation Plan (the “Equity Plan”)), the Severance Plan provides the following payments and benefits to the eligible executive, subject to their execution of a general release of claims:
•A lump sum cash severance payment equal to one and a half times the executive’s Non-CiC Cash Severance Amount.
•A lump sum cash payment equal to the employer portion of COBRA premiums for COBRA continuation coverage for the 18-month period following the executive’s termination date.
•All other severance benefits will be provided as described above.
Any equity awards will be governed by the terms of the applicable award agreement and the Equity Plan, rather than the Severance Plan.
Payments and benefits under the Plan are designed to comply with Section 409A of the Internal Revenue Code (the “Code”). In addition, if any payment or benefit under the Severance Plan would constitute an excess parachute payment within the meaning of Section 280G of the Code, the payment or benefit will be reduced to the minimum extent necessary so that no portion of any payment or benefit will constitute an excess parachute payment; provided that, the reduction will be made only if and to the extent that such reduction would result in an increase in the aggregate payment and benefits to be provided, determined on an after tax basis (taking into account the excise tax imposed pursuant to Section 4999 of the Code, or any successor provision, or any other tax).
The Company has the right to amend or terminate the Severance Plan at any time and for any reason, provided that the Severance Plan cannot be amended or terminated in a way that impairs the rights of eligible executives on or within 12 months following a Change in Control. If an eligible executive experiences a Qualifying Termination (or in the context of a Change in Control, terminates employment for Good Reason) prior to the effective date of the Severance Plan’s amendment or termination, the executive’s severance benefits will not be reduced by the termination or amendment.
In connection with participation in the Severance Plan, each of the Company’s named executive officers (other than Ms. Levien who, as noted above, does not participate in the Severance Plan) has executed a restrictive covenant agreement, which includes confidentiality and intellectual property assignment provisions and a restriction on soliciting employees and other service providers during employment and for an 18-month period after employment.
The above description is a summary of the terms of the Severance Plan and is subject to and qualified in its entirety by the terms of the Severance Plan, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference, and the form of restrictive covenant agreement, a copy of which is attached hereto as Exhibit 10.2 and incorporated herein by reference.
CEO Employment Agreement Amendment
The Company and Ms. Kopit Levien entered into an amendment to the CEO Employment Agreement, as previously filed with the SEC and incorporated herein by reference to Exhibit 10.21 on the Company’s Annual Report on Form 10-K, filed with the SEC on February 27, 2025.
The Employment Agreement Amendment lengthens the duration of the post-employment non-solicitation covenant applicable to Ms. Kopit Levien from 15 to 18 months and updates the scope of Ms. Kopit Levien’s non-competition covenant to be more consistent with the Company’s current business.
In addition, in light of the Change in Control severance provisions under the Severance Plan, the Employment Agreement Amendment adds the following enhanced severance terms in the event Ms. Kopit Levien is terminated without Cause or for Good Reason (each as defined in the CEO Employment Agreement) in each case upon or within 12 months following a Change in Control, subject to Ms. Kopit Levien’s execution of an effective release of claims:
•A lump sum cash severance payment equal to two times Ms. Kopit Levien’s base salary.
•A lump sum cash payment equal to the employer portion of COBRA premiums for COBRA continuation coverage for the 24-month period following the date of termination.
•A lump sum cash payment equal to two times Ms. Kopit Levien’s target annual bonus under the AIP for the year of termination.
Lastly, the Employment Agreement Amendment adds a provision addressing Section 280G of the Code. If any payment or benefit would constitute an excess parachute payment within the meaning of Section 280G of the Code, the payment or benefit will be reduced to the minimum extent necessary so that no portion of any payment or benefit will constitute an excess parachute payment; provided that, the reduction will be made only if and to the extent that such reduction would result in an increase in the aggregate payment and benefits to be provided, determined on an after tax basis (taking into account the excise tax imposed pursuant to Section 4999 of the Code, or any successor provision, or any other tax).
The above description is a summary of the terms of the Employment Agreement Amendment and is subject to and qualified in its entirety by the terms of the Employment Agreement Amendment, a copy of which is attached hereto as Exhibit 10.3 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description |
|---|---|
| 10.1 | The New York Times Company Executive Severance Plan |
| 10.2 | Form of Restrictive Covenant Agreement |
| 10.3 | Amendment to the Employment Agreement between the Company and Meredith Kopit Levien, dated as of January 15, 2026 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: January 21, 2026 | By: | /s/ Diane Brayton |
| Diane Brayton | ||
| Executive Vice President and<br><br>Chief Legal Officer |
Document
THE NEW YORK TIMES COMPANY
EXECUTIVE SEVERANCE PLAN
Effective January 15, 2026
ARTICLE 1 INTRODUCTION
The New York Times Company (the “Company”) hereby adopts The New York Times Company Executive Severance Plan (the “Plan”), effective as of January 15, 2026, (the “Effective Date”). Severance benefits for eligible Executives (as defined below) shall be determined exclusively under this Plan, and no amounts shall be payable to any Participant under any other Company severance plan or policy.
The Plan is intended (i) to fall within the definition of an “employee welfare benefit plan” under Section 3(1) of ERISA, (ii) to be a “top hat” welfare plan as that term is used in ERISA, and (iii) to be a “separation pay plan” under Code Section 409A, in accordance with the regulations issued thereunder and related guidance, and shall be maintained, interpreted and administered accordingly. The Plan is “unfunded” for purposes of both ERISA and the Code, which means that any assets set aside to provide benefits under the Plan shall at all times be subject to the claims of the Company’s general unsecured creditors in the event of Company’s insolvency.
The Plan may not be amended or changed except in accordance with the provisions set forth below.
ARTICLE 2 DEFINITIONS AND INTERPRETATIONS
The following definitions and interpretations of important terms apply to the Plan:
“Board” means the Board of Directors of the Company.
“Cause”, for any particular Executive, has the meaning ascribed thereto in any effective employment agreement between such Executive and the Company or the Employer, or, if no employment agreement is in effect that contains a definition of “Cause”, then Cause means any one of the following reasons for the discharge or other separation of an Executive from employment with the Employer: (a) willful and gross misconduct; (b) conviction of, or plea of guilty or nolo contendere to, a misdemeanor involving moral turpitude or dishonesty or a felony; (c) material breach of any non-competition, non-solicitation, or confidentiality agreement with the Company or any subsidiary, including the Restrictive Covenant Agreement; (d) willful failure to substantially perform the Executive’s duties (other than such failure resulting from the Executive’s Disability) that is not cured within 30 days after the Executive is provided notice of such failure; or (e) willful and material violation of the Company’s code of conduct or any analogous code of ethics or similar policy in effect from time to time.
The determination of whether a discharge or other separation from employment is for Cause shall be made by the Company, in its sole and absolute discretion, and such determination shall be conclusive and binding on the Plan Administrator, Compensation Committee, the Employer and the affected Executive.
If an Executive is terminated from employment and it is subsequently determined that, by virtue of conduct or circumstances, arising either before or after the termination, the Executive or former Executive engaged in conduct that would have constituted Cause, the termination will be deemed to have been as a result of Cause, and the individual will be ineligible for benefits under the Plan. In such circumstances, in the event that Plan benefits have already been paid by the Employer, the Employer shall be entitled to recover any such benefits.
“Change in Control” has the meaning set forth in the Company’s 2020 Incentive Compensation Plan as in effect on the Effective Date.
“CiC Period” means the period beginning upon a Change in Control and ending 12 months following such Change in Control.
“CiC Termination” means, with respect to an Executive who is a member of the Company’s Executive Committee, as designated by the Chief Executive Officer or the Publisher of the Company, (a) a Qualifying Termination or (b) an Executive’s resignation for Good Reason, which in either case occurs during the CiC Period. For clarity, if an Executive participates in the Plan solely by reason of being a Section 16 Officer (and is not a member of the Company’s Executive Committee), such Executive shall not incur a CiC Termination and all of such Executive’s severance payments and benefits pursuant to the Plan shall be determined in accordance with Section 4.01.
“COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended from time to time, and the regulations promulgated thereunder.
“Code” means the Internal Revenue Code of 1986, as amended.
“Compensation Committee” means the Compensation Committee of the Board.
“Disability” means an Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.
“Employer” means the Company and any affiliate, division, or subsidiary of the Company that employs an Executive.
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
“Executive” means any employee of the Employer who:
(a) has executed a Restrictive Covenant Agreement;
(b) is a member of the Company’s Executive Committee, as designated by the Chief Executive Officer or the Publisher of the Company, and/or a Section 16 Officer; and
(c) has not entered into an individual offer letter or employment agreement or other agreement that provides for severance or separation compensation in the event of a qualified termination of employment.
“Executive Severance Plan Administrative Committee” means, initially, the Chief Financial Officer of the Company and Chief Human Resources Officer of the Company, and thereafter any other committee of one or more persons appointed by the Compensation Committee. Executive Severance Plan Administrative Committee members may be, but need not be, employees of the Company. As long as there are three or more members of the Executive Severance Plan Administrative Committee, the Executive Severance Plan Administrative Committee shall act on majority, and if there are fewer members, unanimously.
“Good Reason” means the occurrence of any one of the following without the Executive’s express written consent: (i) a material reduction in the Executive’s then current base salary (other than an across-the-board reduction applicable to similarly situated executives); (ii) material diminution in the Executive’s duties, authorities or responsibilities (other than temporarily while physically or mentally incapacitated or as required by applicable law); or (iii) relocation of the Executive’s primary work location which increases the Executive’s daily commute by more than 50 miles each way; provided that, in order to terminate employment for Good Reason: (A) the Executive must provide the Employer with a written notice detailing the specific circumstances alleged to constitute Good Reason within 90 days after the first occurrence of such circumstances or the Executive will be deemed to have waived the Good Reason event; (B) the Employer shall have 30 days after receiving such notice to remedy the condition; and (C) if the condition is remedied within 30 days, then Good Reason shall not exist. If the condition is not remedied within 30 days, then the Executive must resign within 30 days following the expiration of the remedy period in order for such resignation to be for Good Reason.
“Months of Service” means for any particular Executive, the number of completed months that elapsed during the period beginning on the Executive’s most recent date of hire by the Employer and ending on the Termination Date.
“Participant” means an Executive (or former Executive) who has become entitled to benefits in accordance with Article 3. A former Executive who has become entitled to benefits under Article 3 shall cease being a Participant once all severance due to such individual under the Plan has been paid or such individual breaches a term of the Plan.
“Plan Administrator” means the Executive Severance Plan Administrative Committee or such other person or persons appointed from time to time by the Executive Severance Plan Administrative Committee to administer the Plan.
“Qualifying Termination” means a termination of an Executive’s employment with the Employer for any reason except termination under any of the following circumstances:
(a) a termination of an Executive’s employment by the Employer for Cause;
(b) an Executive’s voluntary resignation (other than a resignation for Good Reason upon or within 12 months following a Change in Control);
(c) an Executive’s job abandonment;
(d) an Executive’s death or Disability;
(e) the Employer or its businesses or affiliated companies (or a joint venture owned by such entity) offers employment to an Executive (whether or not the Executive accepts the position) in a position the geographic base of which would require the Executive to commute daily no more than 50 miles each way farther than the Executive was required to commute in the Executive’s previous position (or which allowed for remote work);
(f) an Executive works in a business (or portion of a business) of the Employer which is (i) sold in whole or in part to another entity, whether by sale of equity or assets, (ii) merged or consolidated with another entity or is part of a similar corporate transaction, or (iii) outsourced to another entity, and in each case, the Executive is offered employment with the purchaser or surviving business or the entity to which the business is outsourced (whether or not the Executive accepts any such position with the purchaser, surviving business, or other entity) in a comparable position, the geographic base of which would require the Executive to commute daily no more than 50 miles each way farther than the Executive was required to commute in the Executive’s previous position (or which allowed for remote work);
(g) an Executive fails to return to active employment after cessation of a Disability or following the expiration of a leave; or
(h) an Executive accepts any offer of employment by the Employer or any of its subsidiaries or affiliates (regardless of the terms of such offer).
An Executive’s Qualifying Termination shall be deemed effective on the last day of the Executive’s employment with the Employer.
“Restrictive Covenant Agreement” means an agreement in a form provided by the Employer in which the Executive agrees to comply with certain restrictive covenant obligations, which may include without limitation, confidentiality, non-competition, non-solicitation, and non-disparagement provisions, in consideration for participating in the Plan.
“Section 16 Officer” means an “officer” (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended) who is required to make filings under Section 16(a)(1) of the Securities Exchange Act of 1934, as amended.
“Section 409A Specified Employee” means a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i), as determined by the Company.
“Termination Date” means the date on which a Qualifying Termination or CiC Termination occurs.
“Week of Base Pay” means the Executive’s weekly base salary at the time of such Executive’s Qualifying Termination or CiC Termination, as applicable, as reflected on the Employer’s payroll records, and not including bonuses, overtime pay, commissions, incentive or deferred compensation or any other additional compensation.
For purposes of this Plan, an Executive’s base salary or pay shall include such Executive’s gross base salary or pay and shall not be reduced by any salary reduction contributions made on the Executive’s behalf to any plan of the Employer under Code Section 125 or 401(k), but shall not include any discretionary contributions made by the Employer to the Employer’s Deferred Executive Compensation Program, or any successor plan.
ARTICLE 3 ELIGIBILITY FOR BENEFITS
Section 3.01. Eligibility for Benefits. An Executive shall become a Participant and be entitled to the benefits set forth in Article 4 if (a) the Executive experiences a Qualifying Termination or CiC Termination; (b) the Restrictive Covenant Agreement is in effect as of the date of the Qualifying Termination or CiC Termination; and (c) the Executive satisfies the requirements of Section 3.02 and Section 3.03. An Executive shall be a Participant as long as the Executive continues to comply with Executive’s obligations under the Restrictive Covenant Agreement and the Plan, in each case as determined by the Plan Administrator. In the event that the Executive breaches any of the Executive’s obligations under the Restrictive Covenant Agreement or the Plan, the Executive will cease to be a Participant and will no longer be eligible to receive any further payments or benefits under the Plan. In addition, in the event of such breach, the Employer shall be entitled to recovery of any payments and benefits previously provided under the Plan.
Section 3.02. Release Requirement. All benefits under this Plan shall be provided in consideration for, and conditioned upon, execution of an effective general release of all claims, known or unknown, arising on or before the date of execution, against the Employer, its affiliates and their respective officers and directors, in a form provided by the Employer (a “Release”) that has become irrevocable (by virtue of the expiration of any revocation time set forth in the Release) within 60 days following the Termination Date (or such earlier date as set forth in the Release). The Release shall not become effective until the day following the end of any applicable revocation period (the “Release Effective Date”). No payments due to the Participant under the Plan shall be made or begin before the Release Effective Date. In all cases, commencement of payment to a Section 409A Specified Employee is subject to the provisions of Section 6.02.
Section 3.03. No Duplication of Benefits. In order to receive benefits under the Plan, an Executive may not be entitled or eligible to receive any other severance, separation, notice or termination payments on account of the Executive’s employment with the Employer under any other plan, policy, program or agreement unless required by applicable law or any individual employment, separation, retention or severance agreement. With respect to each Participant, the Plan replaces and supersedes any and all such rights under any individual employment, separation, retention or severance agreement as well as any other severance plans, policies, practices and/or arrangements of the Company and any of its affiliates. For clarity, each Executive is not eligible to receive any payments or benefits under the Company’s Severance Pay Plan or any successor plan.
ARTICLE 4 THE AMOUNT OF BENEFITS
A Participant who is entitled to benefits in accordance with Article 3, will be entitled to receive the benefits provided in this Article 4.
Section 4.01. Qualifying Termination Severance Benefits. If a Participant incurs a Qualifying Termination (other than, in the case of Executive Committee members, as designated by the Chief Executive Officer or the Publisher of the Company, a Qualifying Termination that occurs during the CiC Period), the Participant shall be entitled to the following severance benefits under the Plan:
(a) Cash Severance. The Participant shall be entitled to cash severance determined in accordance with the table below:
| Participant Role | Cash Severance Amount |
|---|---|
| Member of the Executive Committee | 52 Weeks of Base Pay |
| Section 16 Officer that is not a member of the Company’s Executive Committee | 1 Week of Base Pay per 6 Months of Service, with a minimum of 26 Weeks of Base Pay and a maximum of 52 Weeks of Base Pay |
The number of weeks determined by applying the applicable formula above is called the “Severance Period” for the purposes of the Plan. Cash severance will be paid to each Participant during the Severance Period in accordance with the Employer’s customary payroll practices (but no less frequently than monthly); provided that severance payments will commence on the first administratively feasible payroll date following the Release Effective Date, but in no event later than the 60th day following the Termination Date.
(b) Additional Severance Payment in lieu of AIP. If a Participant has completed at least 6 Months of Service during the performance year in which the Termination Date occurs, the Participant will be entitled to a severance payment equal to (a) the bonus that the Participant would have earned under the Company’s Annual Incentive Plan (“AIP”) for the performance year in which the Termination Date occurs if the Participant’s employment had not terminated, multiplied by (b) a fraction where (i) the numerator is the number of days that the Participant was employed by the Employer during the applicable performance year and (ii) the denominator is 365. If a Participant completes the entire performance year and the Termination Date occurs before AIP bonuses are earned and paid to employees for such performance year, the Participant will receive a severance payment for the full performance year in lieu of a bonus under the AIP. The severance payment will be calculated by using the Participant’s target for the personal performance portion of the AIP, and the Company performance portion will be based upon actual performance, pursuant to the terms of the AIP. In either case, the severance payment in lieu of AIP (if any) shall be paid to each Participant in the calendar year following the appliable performance year, no later than March 15th. If a Participant is entitled to a greater benefit under the AIP (including, in the event a Qualifying Termination also satisfies the conditions for
retirement under the AIP), such Participant will receive the benefit under the AIP rather than a severance payment under this Section 4.01(b) and such Participant shall not be entitled to any payment in respect of the AIP under this Plan.
(c) Continued Health Coverage. If a Participant is covered by the Company’s group medical, dental, prescription, or vision plans (“Group Health Plans”) as of the Termination Date, the Participant and the Participant’s eligible dependents who are covered under any of the applicable Group Health Plans will be entitled to continued participation in the applicable Group Health Plan for a period equal to the number of weeks comprising the Severance Period, at the same contribution rate as applicable to active employees. If the Participant becomes employed by another employer during the Severance Period, and becomes eligible to receive coverage under such other employer’s group health plans, the Participant, and such Participant’s dependents’ continued coverage under the Employer’s Group Health Plans shall cease. Participants are obligated to notify the Plan Administrator of any such coverage within ten days before the Participant becomes eligible for such coverage.
(d) Potential Further Health Coverage. Following the period of extended coverage, the Participant may be able to continue his or her Group Health Plan coverage in accordance with COBRA and the terms of the applicable Group Health Plan. If the Participant elects COBRA coverage or is otherwise eligible for retiree medical coverage under a plan of the Company, such coverage will commence at the end of the period of extended coverage.
(e) Outplacement. The Employer will provide each Participant with outplacement services at a level and in a manner determined by the Company for the Severance Period, not to exceed $25,000 or 12 months, whichever is first attained.
Section 4.02. Change in Control Severance Benefits. If Participant incurs a CiC Termination, then in lieu of the severance benefits described in Section 4.01, the Participant shall be entitled to the following severance benefits under the Plan:
(a) Cash Severance. A lump sum cash severance payment equal to 1.5 times the Participant’s cash severance amount calculated in accordance with the table in Section 4.01(a) above (i.e., 78 Weeks of Base Pay), payable within 60 days following the Termination Date, except as otherwise provided in Section 6.02 below.
(b) Additional Severance Payment in lieu of AIP. If a Participant has completed at least 6 Months of Service during the performance year in which the Termination Date occurs, the Participant will be entitled to a severance payment equal to (a) the bonus that the Participant would have earned under the AIP for the performance year in which the Termination Date occurs if the Participant’s employment had not terminated, multiplied by (b) a fraction where (i) the numerator is the number of days that the Participant was employed by the Employer during the applicable performance year and (ii) the denominator is 365. If a Participant completes the entire performance year and the Termination Date occurs before AIP bonuses are earned and paid to employees for such performance year, the Participant will receive a severance payment in lieu of a bonus under the AIP. The severance payment will be calculated by using the Participant’s target for the personal performance portion of the AIP, and the Company performance portion will be based upon actual performance, pursuant to the terms of the AIP. The severance payment in lieu of AIP (if any) shall be paid to each Participant in the calendar year
following the appliable performance year, no later than March 15th. If a Participant is entitled to a greater benefit under the AIP (including, in the event a CiC Termination also satisfies the conditions for retirement under the AIP), such Participant will receive the benefit under the AIP rather than a severance payment under this Section 4.02(c) and such Participant shall not be entitled to any payment in respect of the AIP under this Plan.
(c) Continued He alth Coverage. A lump sum cash payment equal to the product of (i) the monthly COBRA premium cost for COBRA continuation coverage, less an amount equal to the premium charge that is paid by active employees for such coverage as in effect on the Termination Date and (ii) 18 (representing 18 months), based on the COBRA rates in effect on the Termination Date. Such lump sum shall be determined on an after-tax basis, and will be payable within 60 days following the Termination Date.
(d) Potential Further Health Coverage. The Participant shall be able to continue his or her Group Health Plan coverage in accordance with COBRA and the terms of the applicable Group Health Plan.
(e) Outplacement. The Employer will provide each Participant with outplacement services at a level and in a manner determined by the Company, not to exceed $25,000 or 12 months, whichever is first attained.
Section 4.03. Equity Awards. Any equity awards held by a Participant that experiences a Qualifying Termination or CiC Termination shall be governed by the terms of the applicable award agreements and the Company’s 2020 Incentive Compensation Plan, or any successor plan under which the award was granted.
ARTICLE 5 HOW SEVERANCE WILL BE PAID
Section 5.01. EFT. If a Participant has completed an electronic transfer of funds (“EFT”) authorization for the direct deposit of the Participant’s wages prior to a Qualifying Termination or CiC Termination, the EFT authorization shall be deemed to apply to cash payments under the Plan unless the EFT authorization is revoked by the Participant.
Section 5.02. Payments to Estate. In the event the Participant dies before receiving all severance payments due to the Participant under the Plan, any remaining amounts will be paid in a lump sum to the administrator or executor of the Participant’s estate, as soon as administratively possible following the Participant’s death.
ARTICLE 6 TAX PROVISIONS
Section 6.01. Withholding. All payments and benefits under this Plan shall be subject to applicable withholding taxes.
Section 6.02. Section 409A. The Plan shall be interpreted and administered consistent with the requirements of Code Section 409A. To the fullest extent applicable, severance benefits payable under the Plan are intended to be exempt from the definition of “nonqualified deferred compensation” under Code Section 409A in accordance with one or more of the exemptions available under Code Section 409A and, to the extent that any severance benefit payable under the Plan is or becomes subject to Code Section 409A, the Plan is intended to comply with the applicable requirements of Code Section 409A with respect to such benefit.
For purposes of Code Section 409A, each installment payment provided pursuant to the Plan shall be treated as a separate payment. All reimbursements and in-kind benefits provided under the Plan shall be made or provided in accordance with the requirements of Code Section 409A. To the extent required by Code Section 409A, “Termination Date”, “Qualifying Termination” “termination of employment for Good Reason” and similar terms or phrases shall mean the Participant’s separation from service within the meaning of Code Section 409A. Notwithstanding anything in the Plan to the contrary, to the extent required to comply with Code Section 409A, if a Change in Control does constitute a “change in ownership”, a “change in effective control”, or a “change in ownership of a substantial portion of the Company’s assets”, as defined by Code Section 409A, payment of the severance benefit described in Section 4.02(a) shall be made in installments in accordance with the Company’s payroll practices (but no less frequently than monthly) during the Severance Period. In no event may a Participant designate the year of payment for any amounts payable under the Plan. Notwithstanding any provision of the Plan to the contrary, if the payments and benefits provided for under the Plan are subject to Code Section 409A, in no event shall the timing of a Participant’s execution of the Release, directly or indirectly, result in the Participant designating the calendar year of payment, and if a payment that is subject to execution of the Release could be made in more than one taxable year depending on the date of execution of the Release, payment shall be made in the later taxable year.
Notwithstanding anything in the Plan or elsewhere to the contrary, if a Participant is a Section 409A Specified Employee and the Company reasonably determines that any portion of the benefits payable under the Plan constitutes nonqualified deferred compensation that will subject the Participant to “additional tax” under Code Section 409A(a)(1)(B) with respect to the payment of such benefit if paid at the time specified in Article 4, then the payment of such portion shall be postponed to the first business day of the seventh month following the date of the Qualifying Termination or CiC Termination or, if earlier, the date of the Participant’s death (the “Delayed Payment Date”). To the extent consistent with Code Section 409A, payment of the withheld and accumulated payments (with interest as calculated below) 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 15th day of the third month following the Delayed Payment Date, provided that the Participant may not, directly or indirectly, designate the year of payment. In the event that this Section 6.02 requires a delay of any payment, such payment shall be accumulated and paid in a single lump sum on the Delayed Payment Date.
Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under the Plan comply with Code Section 409A, and in no event shall the Company or any Employer be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with Code Section 409A.
Section 6.03. Section 280G. If any payment or benefit a Participant would receive pursuant to this Plan or otherwise (“Payment”) would: (a) constitute a “parachute payment” within the meaning of Code Section 280G, and (b) but for this sentence, be subject to the excise tax imposed by Code Section 4999 (the “Excise Tax”), then such Payment shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (i) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (ii) the largest portion, up to and including the total Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in the Participant’s receipt, on an after-tax basis, of the greatest economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting parachute payments is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the manner that results in the greatest economic benefit for the Participant and in compliance with Code Section 409A. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata. All determinations to be made under this Section 6.03 shall be made by an independent public accounting firm selected by the Company immediately prior to an event giving rise to a potential parachute payment (the “Accounting Firm”), which shall provide its determinations and any supporting calculations to both the Company and any impacted Participant within 30 days after such event. Any such determination by the Accounting Firm shall be binding upon the Company, the Employer and the applicable impacted Participant. All of the fees and expenses of the Accounting Firm in performing the determinations shall be borne solely by the Company.
ARTICLE 7 MISCELLANEOUS PROVISIONS
Section 7.01. Amendment and Termination. The Company reserves the right, in its sole and absolute discretion, to terminate, amend or modify the Plan, in whole or in part, at any time and for any reason, by an action of the Compensation Committee; provided that, the Plan may not be amended, modified or terminated in any manner which impairs the rights of Executives under the Plan during the CiC Period. If the Plan is terminated, amended or modified in accordance with the preceding sentence, an Executive’s right to participate in, or to receive benefits under, the Plan may be changed; provided, however, that severance payable (or which becomes payable) to a Participant who has incurred a Qualifying Termination or CiC Termination prior to such termination, amendment or modification of the Plan, shall not be reduced by the termination, amendment or modification.
Section 7.02. No Additional Rights Created. The establishment of this Plan, any modification to the Plan, or the payment of any benefits under the Plan, shall in no case be construed as giving to any Participant, Executive (or any beneficiary of either), or other person any legal or equitable right against the Employer or any officer, director or employee thereof. In no event shall the terms and conditions of employment by the Employer of any Executive be modified or in any way affected by this Plan.
Section 7.03. Incompetency. If the Plan Administrator finds that a Participant is unable to care for his or her affairs because of illness or accident, then any benefit payable under the Plan to or for the benefit of the Participant shall be deemed paid when paid to the Participant’s guardian or to the party
providing or reasonably appearing to provide for the care of such person, and such payment shall fully discharge the Company, the Employer, the Plan Administrator and all other parties with respect thereto.
Section 7.04. Records. The records of the Employer with respect to Months of Service, Weeks of Base Pay, employment history, base pay, absences, and all other relevant matters shall be conclusive for all purposes of this Plan.
Section 7.05. Applicable Law; Construction. The respective terms and provisions of the Plan shall be construed, whenever possible, to be in conformity with the requirements of applicable law. The construction and administration of the Plan shall be in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York (without reference to its conflicts of law provisions).
Section 7.06. Severability. Should any provisions of the Plan be deemed or held to be unlawful or invalid for any reason, such fact shall not adversely affect the other provisions of the Plan unless such determination shall render impossible or impracticable the functioning of the Plan, and in such case, an appropriate provision or provisions shall be adopted so that the Plan may continue to function properly.
Section 7.07. Plan Not a Contract of Employment. Nothing contained in this Plan shall be held or construed to create any liability upon the Employer to retain any Executive in its service. Each Executive’s employment is and shall continue to be “at-will”, as defined under applicable law.
Section 7.08. Financing. The benefits payable under this Plan shall be paid out of the general assets of the Employer. No Participant or any other person shall have any interest whatsoever in any specific asset of any Employer. To the extent that any person acquires a right to receive payments under this Plan, such right shall not be secured by any assets of any Employer.
Section 7.09. Company Policies. Participants and any severance benefits to which Participants shall be entitled under this Plan shall be subject to any applicable clawback or recoupment policies of the Company (including without limitation any clawback policy that the Company is required to adopt pursuant to the listing standards of any national securities exchange or that is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law), as in effect from time to time and as approved by the Board, the Compensation Committee, or duly authorized committee thereof, whether or not such policies are approved before or after the Effective Date.
Section 7.10. Nontransferability. In no event shall the Company (or any other Employer) make any payment under this Plan to any assignee or creditor of a Participant, except as otherwise required by law. Prior to the time of a payment hereunder, a Participant shall have no rights by way of anticipation or otherwise to assign or otherwise dispose of any interest under this Plan, nor shall rights be assigned or transferred by operation of law.
Section 7.11. Successors. This Plan shall inure to the benefit of and be binding upon the heirs, executors, administrators, successors and assigns of the parties, including each Participant and any successor to the Company.
ARTICLE 8 WHAT ELSE PARTICIPANTS NEED TO KNOW ABOUT THE PLAN
Section 8.01. Claim Procedure. An Executive, former Executive, Participant or any such individual’s beneficiary (if applicable, and collectively referred to as the “Executive” in this Claim Procedure) may file a written claim with the Plan Administrator with respect to the Executive’s rights to receive a benefit from the Plan. The claim must be filed within one (1) year after the Executive’s Qualifying Termination or CiC Termination or else it will be forever barred and waived. The Executive will be informed of the decision of the Plan Administrator with respect to the claim within 90 days after it is filed. Under special circumstances, the Plan Administrator may require an additional period of not more than 90 days to review a claim. If this occurs, the Executive will be notified in writing as to the length of the extension, the reason for the extension, and any other information needed in order to process the claim. If the extension is required due to the Executive’s failure to submit information necessary to decide the claim, the period for making the determination will be tolled from the date on which the extension notice is sent until the date on which the Executive responds to the request for information. If an Executive is not notified within the 90-day (or 180-day, if so extended) period, the Executive may consider the claim to be denied.
If a claim is denied, in whole or in part, or any adverse benefit determination is made with respect to the claim, the Executive will be notified in writing of the specific reason(s) for the denial, the exact Plan provision(s) on which the decision was based, what additional material or information is relevant to the Executive’s case, and what procedure the Executive should follow to get the claim reviewed again, as well as a statement of the right to bring a civil action under Section 502(a) of ERISA following an adverse benefit determination on review.
The Executive then has 60 days to appeal the decision to the Compensation Committee. The appeal must be submitted in writing to the Compensation Committee. The Executive will be provided, upon written request and free of charge, with reasonable access to (and copies of) all documents, records, and other information relevant to the claim. The Executive may also submit to the Compensation Committee written comments, documents, records, and other information related to the claim.
A decision as to an Executive’s appeal will be made within 60 days after the appeal is received. Under special circumstances, the Compensation Committee may require an additional period of not more than 60 days to review an appeal. If this occurs, the Executive will be notified in writing as to the length of the extension, not to exceed 120 days from the day on which the appeal was received. If the extension is required due to the Executive’s failure to submit information necessary to decide the claim, the period for making the determination will be tolled from the date on which the extension notice is sent until the date on which the Executive responds to the request for information. The review by the Compensation Committee will take into account all comments, documents, records, and other information the Executive submits relating to the claim.
If an Executive’s appeal is denied, in whole or in part, the Executive will be notified in writing of the specific reason(s) for the denial and the exact Plan provision(s) on which the decision was based. The Executive will also receive a statement of the Executive’s right to bring a civil action under Section 502(a) of ERISA. The decision on an appeal of the Compensation Committee will be final and binding
on all parties and persons affected thereby. If an Executive is not notified within the 60-day (or 120-day, if so extended) period, the Executive may consider the appeal as denied.
These procedures must be exhausted before an Executive may bring a legal action seeking payment of benefits. In any case, an Executive may not bring a legal action seeking payment of benefits more than one year after the Executive receives written notice of the decision on the appeal.
Section 8.02. Special Rules Applicable to Claims that Necessitate a Determination of Disability. Notwithstanding the foregoing, in the case of any claim necessitating a determination of Disability, the following rules additional rules shall apply:
(a) Review Claim File – An Executive shall be given the right to review their claim file, including access to and copies of documents, records and other information relevant to their claim.
(b) Opportunity to Present Evidence and Testimony – Executives shall be given the opportunity to present evidence and testimony as part of the appeals process. The terms “evidence” and “testimony” shall be interpreted in accordance with Department of Labor guidance.
(c) Disclosure of New Rationale and Opportunity to Respond – In the event the Compensation Committee considers, relies upon or generates new or additional evidence in connection with the claim, or is considering a new or additional rationale for the denial of the claim at the internal claims appeal stage, the Compensation Committee shall advise the claimant in advance of the determination of the new evidence or rationale being considered, and shall allow the claimant no less than 45 days to respond to such new evidence or rationale.
(d) No Conflict of Interest – The Company shall not consider, in connection with any decision regarding the hiring, compensation, promotion, termination or other similar matters with respect to an individual involved, directly or indirectly, with the evaluation or determination of the claims or appeals of any claimant, whether or not such individual is likely to support the denial of benefits to a claimant.
(e) Basis for Disagreement or Not Following Advice – Any notice of denial shall contain a discussion of the decision, including an explanation of the basis for disagreeing with or not following:
(i) The views presented by the claimant to the Plan of health care professionals treating the claimant and vocational professionals who evaluated the claimant;
(ii) The views of medical or vocational experts whose advice was obtained on behalf of the Plan in connection with a claimant’s adverse benefit determination, without regard to whether the advice was relied upon in making the benefit determination; and
(iii) A Disability determination regarding the claimant presented by the claimant to the Plan made by the Social Security Administration.
(f) Scientific or Clinical Judgment – If an adverse determination is based on a medical necessity or experimental treatment or similar exclusion or limit, the notice of denial shall contain either an explanation of the scientific or clinical judgment for the determination, applying the terms of the Plan
to the claimant’s medical circumstances, or a statement that such explanation shall be provided free of charge upon request.
(g) Information to be Culturally and Linguistically Appropriate – Any notice of denial shall be provided in a culturally and linguistically appropriate manner, as determined by the Plan Administrator or the Compensation Committee, as applicable, in accordance with ERISA.
(h) Information Regarding Claims Deadline – The notice on denial shall describe any applicable contractual limitations period that applies to the claimant’s right to bring such an action, including the calendar date on which the contractual limitations period expires for the claim as set forth in the Plan.
Section 8.03. Plan Interpretation and Benefit Determination. The Plan Administrator shall have the exclusive right, power, and authority, in its sole and absolute discretion, to administer, apply and interpret the Plan and any other documents and to decide all factual and legal matters arising in connection with the operation or administration of the Plan.
Without limiting the generality of the foregoing paragraph, the Plan Administrator shall have the sole and absolute discretionary authority to:
(a) take all actions and make all decisions (including factual decisions) with respect to the eligibility for, and the amount of, benefits payable under the Plan to Executives or Participants or their beneficiaries;
(b) formulate, interpret and apply rules, regulations and policies necessary to administer the Plan;
(c) decide questions, including legal or factual questions, relating to the calculation and payment of benefits, and all other determinations made, under the Plan;
(d) resolve and/or clarify any factual or other ambiguities, inconsistencies and omissions arising under the Plan; and
(e) process, and approve or deny, benefit claims and rule on any benefit exclusions.
All determinations made by the Plan Administrator (or, where applicable, the Compensation Committee) with respect to any matter arising under the Plan shall be final and binding on the Employer, Executive, Participant, beneficiary, and all other parties affected thereby. The Plan Administrator may appoint one or more individuals and delegate such of its powers and duties as it deems desirable to any such individual(s), in which case every reference herein made to the Plan Administrator shall be deemed to mean or include the appointed individual(s) as to matters within their jurisdiction.
Document
CONFIDENTIALITY, INTELLECTUAL PROPERTY AND RESTRICTIVE COVENANT AGREEMENT
This Confidentiality, Intellectual Property and Restrictive Covenant Agreement (this or the “Agreement”), is entered into by and between [EMPLOYEE] (“Employee”) and The New York Times Company, a New York corporation having its principal place of business at 620 8th Avenue, New York, New York 10018, or any of its current or future subsidiaries, affiliates, successors or assigns (collectively, the “Company”), and is effective on the date that it has been fully executed by both parties and approved by the Company’s Board of Directors.
RECITALS
WHEREAS, Employee has access to confidential and proprietary information of the Company; and
WHEREAS, the Company agrees to continue employing Employee contingent upon Employee’s execution of this Agreement so that the Company’s confidential and proprietary information will be safeguarded.
NOW, THEREFORE, in consideration of Employee’s continued employment by the Company, the mutual covenants and promises herein, and other good and valuable consideration related to Employee’s employment, including but not limited to the offer to participate in the Company’s executive severance plan, and with the intention of being legally bound, the parties enter into this Agreement as follows:
1.Definitions.
1.1“Confidential Information” means any and all non-public information concerning the Company, in any format (whether provided to or created or compiled by Employee and whether or not meeting the legal definition of a trade secret), including, without limitation, the following: (a) business, strategic, and/or staffing plans and financial information including forecasts, budgets, pricing and sales; (b) lists of, and information about, customers and prospective customers; (c) marketing activities, including plans, promotions, and research and development; (d) business operations and internal organizational structure; (e) proposed services and products; (f) contracts with customers, clients or other third parties; (g) the identities of distributors, contractors, consultants and vendors utilized in the Company’s business and the details of the Company’s relationship with them; (h) information concerning Company employees or agents, such as compensation, benefits or personal information; (i) personal information about subscribers, registered users or others; (j) the nature and content of proprietary or licensed third-party software used by the Company, source code, coding standards and techniques, processes and systems, technical data, research, product or service ideas or plans, software codes and designs, algorithms, laboratory notebooks, processes, formulas, techniques, mask works, engineering designs and drawings, and hardware configuration information; (k) unpatented inventions and related information, patent applications, technological innovations, originally created and/or customized software (including but not limited to features, specifications and source code); (l) information concerning journalistic operations such as future
editorial plans and unpublished editorial material (including story ideas, files, research and story drafts), the identity of anonymous sources, and know-how about operations that are unique to the Company; (m) any legal, business, communications/public relations or financial advice sought by or received by the Company; or (n) any information which a reasonable person would want to know before making a decision to buy or sell securities. Confidential Information need not be marked “confidential” or otherwise labeled to qualify as Confidential Information. Confidential Information does not include information (x) rightfully in Employee’s possession without confidentiality obligations or part of Employee’s general skill, knowledge, know-how or experience; or (y) is disclosed to Employee without confidential or proprietary restriction by a third party who rightfully possesses and shares the information. Confidential Information includes any and all information that the Company is obligated to maintain as confidential or that the Company may receive or has received from others with any understanding, express or implied, that it will not be disclosed.
1.2“Intellectual Property” means all writings, literary works, photographs, video recordings, audio recordings, audio-visual recordings, drawings, designs, inventions, patents, business methods or processes, designs, discoveries, innovations, know-how, improvements, trademarks, works of authorship, information, trade secrets, source code, computer programs, mask works, and domain names, and all other forms of intellectual property (or proprietary works) that can be owned or subject to legal control. Intellectual Property also includes any or all (a) products, processes, services, software, data, technology, inventions, developments, databases, compilations and other work product of any nature whatsoever, in tangible or intangible form and (b) all enhancements, additions, modifications, extensions, updates, new versions, translations, improvements and derivative works of and to the items in subparagraph (a).
2.Use of Confidential Information.
2.1The parties recognize that the business of the Company and the nature of Employee’s employment will permit Employee to have access to Confidential Information of the Company, that such Confidential Information is the property of the Company, and that any unauthorized disclosure thereof may be highly prejudicial to their respective interests.
2.2Except as provided in Section 2.3, Employee shall maintain in secrecy and will take all reasonable and necessary measures to prevent unauthorized use or disclosure of all Confidential Information of the Company in accordance with Company policies. Employee will not, without the express written consent of the Chief Legal Officer of the Company, use, appropriate or reproduce Confidential Information or disclose or make available Confidential Information to any third party for any purpose other than the proper performance of Employee’s duties with the Company. If served with a subpoena, court order or other legal document requiring the disclosure of Confidential information, Employee will (unless such notice is prohibited by law or as is permitted in Section 2.3) promptly provide notice to the Company’s legal department so that it may take permissible steps to protect the Confidential Information, and Employee will fully cooperate during employment and thereafter in such efforts.
2.3Nothing in this Agreement shall prohibit or restrict Employee from initiating communications directly with, responding to any inquiry from, providing testimony before, providing Confidential Information to, reporting possible violations of law or regulation to, or filing a claim or assisting with an investigation directly with a government agency or entity, or from making other disclosures that are protected under the whistle-blower provisions of state or federal law or regulation. Employee does not need the prior authorization of the Company to engage in conduct protected by this subsection, and Employee does not need to notify the Company that Employee has engaged in such conduct. Please take notice that federal law provides criminal and civil immunity to federal and state claims for trade secret misappropriation to individuals who disclose trade secrets to their attorneys, courts, or government officials in certain, confidential circumstances that are set forth at 18 U.S.C. §§ 1833(b)(1) and 1833(b)(2), related to the reporting or investigation of a suspected violation of the law, or in connection with a lawsuit for retaliation for reporting a suspected violation of the law.
3.Intellectual Property.
3.1Work for Hire: Employee acknowledges that all Intellectual Property created or developed by Employee within the scope of their employment is the property of the Company as “work made for hire” under the U.S. Copyright Act and comparable laws of other countries. Nothing herein shall be construed to limit or diminish any rights or interests the Company would have in such works absent this Agreement. Nothing in this Agreement grants Employee rights in or to the Intellectual Property of the Company (“Company Intellectual Property”).
3.2Assignment of Rights to Company Intellectual Property: Except as provided in Section 3.3, and without limiting Section 3.1, Employee fully and finally grants and assigns to the Company all of Employee’s rights, title and interest, present and future, in and to all Company Intellectual Property (collectively, the “Assigned Rights”). Employee will cooperate during employment and thereafter if needed to secure the Company’s Assigned Rights, including by the execution of all documentation which the Company deems necessary to control such rights. Employee hereby irrevocably designates and appoints the Company as Employee’s agent and attorney-in-fact, to act for and on their behalf to execute and file any such documentation or conduct other activity related to such Assigned Rights.
3.3Excluded Intellectual Property: This Agreement does not require Employee to assign or offer to assign any rights in Intellectual Property that (a) was created prior to employment with the Company; or (b) was developed entirely on Employee’s own time without using the Company’s equipment, supplies, facilities or trade secret information, unless it either relates directly to the Company’s business and Employee’s position with the Company or results from any work performed by Employee for the Company (collectively, “Excluded IP”). In addition, this Agreement does not require Employee to assign or offer to assign any rights in Intellectual Property that cannot be assigned pursuant to applicable state law.
3.4License to Excluded IP: Employee agrees not to use any Excluded IP in connection with their employment with the Company without the Company’s prior written permission. If, in the course of Employee’s employment with the Company, Employee uses, or incorporates into Company work product, Intellectual Property owned by Employee, including,
without limitation, any Excluded IP, Employee hereby grants to the Company and its licensees a nonexclusive, royalty-free, irrevocable, perpetual, worldwide, fully-paid up, sublicensable worldwide license to use, display, publish, reproduce, prepare derivative works based upon, display, perform, distribute, modify, and sell such Intellectual Property in all media, including for editorial and commercial purposes.
3.5Waiver: To the maximum extent permitted by applicable law, Employee waives all claims with respect to the rights granted by them hereunder, including but not limited to all claims arising from the Company’s exercise of rights granted to or possessed by it pursuant to this Agreement, including but not limited to intellectual property rights and rights of publicity.
3.6Company’s Rights are Reserved: Nothing in this Agreement grants Employee rights in or to any Company Intellectual Property. This Agreement is intended to supplement, and not to supersede, any rights the Company may have in law or equity with respect to the ownership of Intellectual Property or the protection of trade secrets or confidential or proprietary information.
3.7Third-Party Intellectual Property: Employee agrees not to incorporate any Intellectual Property owned, in whole or in part, by any third party (e.g., a former employer) into any Company work product, except with the Company’s prior written permission.
3.8Maintenance of Records: Employee will promptly disclose, to the Company, any inventions, patents, source code, or computer programs, conceived, created, or developed by Employee within the scope of their employment with the Company, and to the extent required by applicable law, such disclosure shall be received in confidence for the purpose of determining the rights therein. Employee will maintain complete records of any such materials developed by Employee during employment with the Company and will fully cooperate during employment and thereafter in taking all steps necessary to secure, maintain and enforce the Company’s rights, title and interest in the assigned Company Intellectual Property. The records will be available to and remain the sole property of the Company at all times. Employee agrees not to remove such records from the Company’s place of business except as expressly permitted by Company policy. Employee agrees to deliver all such records (including any copies thereof) to the Company at the time of termination of employment for any reason.
4.Return of Confidential Information and Other Company Property. The Company may require Employee at any time during Employee’s employment, and will require Employee upon termination of employment for any reason, to (i) return to the Company all property, including but not limited to computers, laptops, personal handheld devices and mobile phones, documents, data, software, access cards, and credit cards; and (ii) delete from Employee’s own computer equipment, mobile telephone or any other personal account or device (or personal email or cloud account, external drive or other form of data storage) any Confidential Information or Intellectual Property of the Company. Upon the Company’s request, Employee shall certify in writing to the Company that no such Confidential Information or other Company property remains in Employee’s possession or control.
5.Restrictive Covenants.
5.1Non-Solicitation of Employees: During Employee’s employment with the Company and for a period of eighteen (18) months following the termination of Employee’s employment for any reason, Employee will not, directly or indirectly, solicit, induce, recruit, encourage or take away (or attempt any of the foregoing actions) or otherwise cause (or attempt to cause) any employee or independent contractor of the Company to leave their employment or engagement with the Company (either for employment with Employee or with any other entity or person), or otherwise interfere with or disrupt (or attempt to disrupt) the employment or service relationship between any such individual and the Company. For the avoidance of doubt, this Section 5.1 does not prohibit Employee from hiring or engaging any individual who responds to a general solicitation or job posting that is not directed towards any specific individual or any employee or independent contractor of the Company.
5.2Non-Disparagement: Except as provided in Section 2.3, Employee agrees that during Employee’s employment and following termination of employment for any reason, Employee will not in any way disparage the Company or its officers, directors or employees, or make or solicit any comments, statements, or the like to the media or to others that may be considered to be derogatory or detrimental to the good name or business reputation of the Company; provided, however, that Employee shall not be prohibited from disclosing the details or underlying facts and circumstances of claims of discrimination or harassment on the basis of a characteristic protected by applicable law or related claims of retaliation. Nothing herein shall prevent Employee from testifying truthfully under oath to enforce or defend Employee’s rights under this agreement or any other agreement with the Company or otherwise pursuant to any court order, subpoena, or disclosures required by law.
6.At-Will Status. Employee acknowledges and agrees that this Agreement is not meant to imply or to constitute an employment contract for a specific term of employment and that the at-will status of Employee’s employment with the Company is not affected by this Agreement.
7.Severability. In the event that any one or more of the provisions of this Agreement are held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby. Moreover, if any one or more of the provisions contained in this Agreement are held to be excessively broad as to duration, scope, activity or subject, such provisions will be construed by limiting and reducing them so as to be enforceable to the maximum extent compatible with applicable law.
8.Remedies For Threatened or Actual Breach. Employee agrees that in the event of a threatened or actual breach of Section 2, Section 3, Section 4, or Section 5, in whole or in part, the resulting damage would be irreparable and thus difficult or impossible to determine, and that, in any event, there would not be an adequate remedy at law to protect against or remedy any damage, even if money damages may be awarded. Employee further acknowledges that Employee’s skills and knowledge are special, unique and extraordinary and that any breach or threatened breach of Section 2, Section 3, Section 4, or Section 5 would result in immediate and irreparable injury to the Company. Employee therefore agrees that, in addition to any money damages or other equitable relief as may be deemed proper by a court or arbitrator of competent
jurisdiction, the Company is entitled to immediately restrain and enjoin Employee from any activity in breach of this Agreement and/or in aid of arbitration, without the necessity of posting bond or other security, if such a breach occurs or is imminent or threatened.
9.Survival of Rights. The terms and conditions in Section 2, Section 3, Section 4 and Section 5 of this Agreement are necessary to protect the rights and interests of the Company and Employee and will survive the termination or expiration of this Agreement. The terms and conditions of this Agreement providing for any activity following the effective date of termination or expiration of this Agreement will survive until such time as those terms and conditions have been fulfilled or satisfied.
10.Governing Law. This Agreement and any disputes relating in any way to this Agreement will be construed and interpreted in accordance with and governed by the laws of the State of [STATE WHERE EMPLOYEE WORKS]. With respect to this Agreement and any suit, action or other proceeding arising from or relating to this Agreement, subject to any agreement to arbitrate between the parties, each party hereby submits itself for the sole purpose of this Agreement and any controversy arising under this Agreement to the exclusive jurisdiction of the federal or state courts (and any courts of appeal there from) located in the State of [STATE WHERE EMPLOYEE WORKS], and waives any objection to the jurisdiction, forum, or venue of such courts.
11.Warranties. Employee represents and warrants that: (i) Employee has the full capacity, power, right and authority to enter into this Agreement, to be legally bound by this Agreement and to fully perform Employee’s obligations under this Agreement; (ii) this Agreement is a valid and binding instrument and is binding upon Employee and Employee’s heirs, assigns and legal representatives; (iii) in executing this Agreement, Employee has not relied upon any representation or statement not set forth in this Agreement; (iv) Employee has not and will not improperly use or disclose to the Company, or store on the Company premises or IT systems, computers or other devices, any trade secrets, confidential or proprietary information or material belonging to any previous employer; and (v) there are no other agreements to which Employee is a party or is bound, or orders, judgments or decrees to which Employee is subject, that conflict with this Agreement or with Employee’s ability to perform Employee’s obligations under this Agreement.
12.Interpretation. Headings are used for reference only and shall not be considered when interpreting this Agreement. Each of the terms “include,” “includes,” and “including” is deemed to be followed by “without limitation”. The Company’s “affiliates” as used herein means the entities that directly or indirectly control, are controlled by, or are under common control with The New York Times Company. The term “Company” as used in Section 3 means the Company that employs Employee.
13.Entire Agreement. This Agreement sets forth the complete understanding of the parties regarding the subject matter referred to in this Agreement. No amendment or modification of this Agreement will be valid or binding upon the parties unless in writing and signed by both parties.
This Agreement is executed by the parties as follows:
| The New York Times Company | Employee |
|---|---|
| Signed: ________________________ | Signed: ________________________ |
| Title: | Title: |
| Date: | Date: |
Document
January 15, 2026
Dear Meredith:
We refer to that certain Employment Letter Agreement, dated as of July 21, 2020, between The New York Times Company (the “Company”) and you (the “Employment Agreement”). For good and valuable consideration, we agree to amend the Employment Agreement, effective as of the date hereof, as follows:
1. The “At-Will Employment” provision of the Employment Agreement is hereby amending by adding the following paragraph immediately following the second paragraph thereof:
“Notwithstanding the forgoing, if your employment is terminated (i) by the Company without Cause, and other than as a result of (A) your death, or (B) your Disability, or (ii) by you for Good Reason, and in either case of clauses (i) or (ii), such termination occurs within 12 months following a Change in Control (as defined on Appendix A), then subject to your continued compliance with the provisions contained in Appendix B hereto, you will be entitled to receive (w) a lump sum payment equal to two times your Base Salary as then in effect, (x) a lump sum payment equal to two times your Annual Incentive Target under the Company’s Annual Incentive Plan for the year of termination, (y) the Accrued Obligations, and (z) a lump sum payment equal to 24 times the monthly cost of COBRA coverage in excess of the amount that similarly situated active employees pay for the same levels of coverage (measured as of the date of your termination) (collectively, the “CiC Severance Benefits”). The amounts described in clauses (x), (y), and (z) shall be paid on the Payment Date. For the avoidance of doubt, if you become eligible to receive the CiC Severance Benefits, then you shall not be eligible to receive any payments or benefits pursuant to the preceding paragraph.”
2. The “At-Will Employment” provision of the Employment Agreement is hereby further amended by deleting the penultimate paragraph of that provision and replacing it in its entirety with the following:
“Notwithstanding the foregoing, the obligations of the Company to pay any amounts or benefits pursuant to the preceding paragraphs will be subject to and conditioned upon (i) your execution and delivery to the Company within 60 days following your employment termination date of a general waiver and release of claims in favor of the Company and its related parties (in a form substantially in the form attached hereto), and (ii) such release agreement, once executed by you and delivered to the Company, becoming irrevocable and final under applicable law prior to the end of such 60-day period. The “Payment Date” shall be the first regularly scheduled payroll date following the effective date of the foregoing release. If and to the extent that such 60-day release consideration period shall extend after the end of the calendar year in which employment termination occurs, then the Payment Date shall be the later of (i) the effective date
of such release agreement, and (ii) the first regularly scheduled payroll date in the subsequent calendar year. Should you not execute such release or execute and then revoke it, or should your employment terminate for any reason other than those set forth in the preceding paragraphs, you will not be entitled to any of the payments and benefits set forth in the preceding paragraphs.”
3. The “Section 409A” provision of the Employment Agreement is hereby amended by deleting it and replacing it in its entirety with the following:
“This agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) or an exemption thereunder and shall be construed and administered in accordance with such intent. It is intended that payments hereunder satisfy, to the greatest extent possible, the exemption from the application of Section 409A of the Code (and any state law of similar effect) provided under Treasury Regulation Section 1.409A-1(b)(4) (as a “short-term deferral”).
To the extent (A) any payments or benefits to which you become entitled under this agreement, or under any agreement or plan referenced herein, in connection with your termination of employment with the Company constitute deferred compensation subject to Section 409A of the Code and (B) you are deemed at the time of such termination of employment to be a “specified employee” under Section 409A of the Code, then such payments shall not be made or commence until the earlier of (i) the date that is immediately following the expiration of the six month period measured from the date of your “separation from service” (as such term is at the time defined in Treasury Regulations under Section 409A of the Code) from the Company; or (ii) the date of your death following such separation from service. Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this paragraph shall be paid to you or your beneficiary in one lump sum (without interest). Any termination of your employment that would result in your receipt of deferred compensation under Section 409A of the Code must also constitute a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h)). The determination of whether you have incurred a “separation from service” shall not cause any forfeiture of deferred compensation subject to Section 409A of the Code on your part, but shall only act, if applicable, as a delay in your receipt of deferred compensation until such time as you incur a “separation from service.” It is intended that each installment of any payments provided hereunder constitute separate “payments” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). In addition, notwithstanding anything to the contrary herein, if a Change in Control does constitute a “change in ownership”, a “change in effective control”, or a “change in ownership of a substantial portion of the Company’s assets”, as defined Section 409A of the Code, payment of the CiC Severance Benefits shall be made in monthly installments over the 15-month period following your termination of employment, to the extent required by Section 409A of the Code.
To the extent that any provision of this agreement is ambiguous as to its compliance with Section 409A of the Code, the provision will be read in such a manner so that all payments hereunder are either exempt from or comply with Section 409A of the Code. Except as otherwise expressly provided herein, to the extent any expense reimbursement or the provision of any in-kind benefit under this agreement is determined to be subject to Section 409A of the Code, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses). In no
event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which you incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit.”
4. The Employment Agreement is hereby amended to add the following new provision entitled “Section 280G” immediately following the “Section 409A” provision of the Employment Agreement, and all subsequent sections are hereby updated accordingly:
“If any payment or benefit that you would receive pursuant to this agreement or otherwise (“Payment”) would: (a) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (b) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (i) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (ii) the largest portion, up to and including the total Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in your receipt, on an after-tax basis, of the greatest economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting parachute payments is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the manner that results in the greatest economic benefit for you and in compliance with Section 409A of the Code. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata. All determinations to be made under this paragraph shall be made by an independent public accounting firm selected by the Company immediately prior to an event giving rise to a potential parachute payment (the “Accounting Firm”), which shall provide its determinations and any supporting calculations to both you and the Company within 30 days after such event. Any such determination by the Accounting Firm shall be binding upon you and the Company. All of the fees and expenses of the Accounting Firm in performing the determinations shall be borne solely by the Company.”
5. Appendix A to the Employment Agreement is hereby amended to add the following definition immediately after the “Cause” definition:
““Change in Control” shall have the meaning set forth in the Company’s 2020 Incentive Compensation Plan, as in effect on the date hereof.”
6. Appendix B to the Employment Agreement is hereby deleted in its entirety and replaced with the Appendix B attached hereto.
7. Except as described in this agreement, the Employment Agreement, and all terms and provisions thereof, remains in full force and effect.
* * * * * * * * * *
Please sign, date, and return to us this agreement to indicate your acceptance of the amendments to the Employment Agreement.
Sincerely,
| The New York Times Company | |
|---|---|
| By: | /s/ Rachel Glaser |
| Rachel Glaser | |
| Presiding Director | |
| Accepted: | |
| --- | --- |
| By: | /s/ Meredith Kopit Levien |
| Meredith Kopit Levien |
Date: January 15, 2026
Appendix B
In consideration of your continued employment by the Company, the mutual covenants and promises herein, and other good and valuable consideration related to your employment, and with the intention of being legally bound, you and the Company enter into this Agreement as follows:
1. Definitions.
1.1 “Competing Business” means any entity (or a division or portion of an entity) whose current or planned primary business is the generation of journalistic content and/or the provision of journalistic content (including but not limited to by means of subscription services).
1.2 “Confidential Information” means any and all non-public information concerning the Company Group, in any format (whether provided to or created or compiled by you and whether or not meeting the legal definition of a trade secret), including, without limitation, the following: (a) business, strategic, and/or staffing plans and financial information including forecasts, budgets, pricing and sales; (b) lists of, and information about, customers and prospective customers; (c) marketing activities, including plans, promotions, and research and development; (d) business operations and internal organizational structure; (e) proposed services and products; (f) contracts with customers, clients or other third parties; (g) the identities of distributors, contractors, consultants and vendors utilized in the Company Group’s business and the details of the Company Group’s relationship with them; (h) information concerning Company employees or agents, such as compensation, benefits or personal information; (i) personal information about subscribers, registered users or others; (j) the nature and content of proprietary or licensed third-party software used by the Company Group, source code, coding standards and techniques, processes and systems, technical data, research, product or service ideas or plans, software codes and designs, algorithms, laboratory notebooks, processes, formulas, techniques, mask works, engineering designs and drawings, and hardware configuration information; (k) unpatented inventions and related information, patent applications, technological innovations, originally created and/or customized software (including but not limited to features, specifications and source code); (l) information concerning journalistic operations such as future editorial plans and unpublished editorial material (including story ideas, files, research and story drafts), the identity of anonymous sources, and know-how about operations that are unique to the Company Group; (m) any legal, business, communications/public relations or financial advice sought by or received by the Company Group; or (n) any information which a reasonable person would want to know before making a decision to buy or sell securities. Confidential Information need not be marked “confidential” or otherwise labeled to qualify as Confidential Information. Confidential Information does not include information (x) rightfully in your possession without confidentiality obligations or part of your general skill, knowledge, know-how or experience; or (y) is disclosed to you without confidential or proprietary restriction by a third party who rightfully possesses and shares the information. Confidential Information includes any and all information that the Company Group is obligated to maintain as confidential or that the Company Group may receive or has received from others with any understanding, express or implied, that it will not be disclosed.
1.3 “Intellectual Property” means all writings, literary works, photographs, video recordings, audio recordings, audio-visual recordings, drawings, designs, inventions, patents, business methods or processes, designs, discoveries, innovations, know-how, improvements, trademarks, works of authorship, information, trade secrets, source code, computer programs, mask works, and domain names, and all other forms of intellectual property (or proprietary works) that can be owned or subject to legal control. Intellectual Property also includes any or all (a) products, processes, services, software, data, technology, inventions, developments, databases, compilations and other work product of any nature
whatsoever, in tangible or intangible form and (b) all enhancements, additions, modifications, extensions, updates, new versions, translations, improvements and derivative works of and to the items in subparagraph (a).
1.4 “Restricted Area” means any location worldwide in which the Company Group engages in, conducts or, to your knowledge, has plans to engage in or conduct its business activities, including any location in which the Company Group has consumers of its content, products, or services.
2. Use of Confidential Information.
2.1 The parties recognize that the business of the Company Group and the nature of your employment will permit you to have access to Confidential Information of the Company Group, that such Confidential Information is the property of the Company Group, and that any unauthorized disclosure thereof may be highly prejudicial to their respective interests.
2.2 Except as provided in Section 2.3, you shall maintain in secrecy and will take all reasonable and necessary measures to prevent unauthorized use or disclosure of all Confidential Information of the Company Group in accordance with Company policies. You will not, without the express written consent of the Board, use, appropriate or reproduce Confidential Information or disclose or make available Confidential Information to any third party for any purpose other than the proper performance of your duties with the Company. If served with a subpoena, court order or other legal document requiring the disclosure of Confidential information, you will (unless such notice is prohibited by law or as is permitted in Section 2.3) promptly provide notice to the Company’s legal department so that it may take permissible steps to protect the Confidential Information, and you will fully cooperate during employment and thereafter in such efforts.
2.3 Nothing in this Appendix B shall prohibit or restrict you from initiating communications directly with, responding to any inquiry from, providing testimony before, providing Confidential Information to, reporting possible violations of law or regulation to, or filing a claim or assisting with an investigation directly with a government agency or entity, or from making other disclosures that are protected under the whistle-blower provisions of state or federal law or regulation. You do not need the prior authorization of the Company to engage in conduct protected by this subsection, and you do not need to notify the Company that you have engaged in such conduct. Please take notice that federal law provides criminal and civil immunity to federal and state claims for trade secret misappropriation to individuals who disclose trade secrets to their attorneys, courts, or government officials in certain, confidential circumstances that are set forth at 18 U.S.C. §§ 1833(b)(1) and 1833(b)(2), related to the reporting or investigation of a suspected violation of the law, or in connection with a lawsuit for retaliation for reporting a suspected violation of the law.
3. Intellectual Property.
3.1 Work for Hire: You acknowledge that all Intellectual Property created or developed by you within the scope of your employment is the property of the Company as “work made for hire” under the U.S. Copyright Act and comparable laws of other countries. Nothing herein shall be construed to limit or diminish any rights or interests the Company would have in such works absent this Appendix B. Nothing in this Appendix B grants you rights in our to the Intellectual Property of the Company (“Company Intellectual Property”).
3.2 Assignment of Rights to Company Intellectual Property: Except as provided in Section 3.3, and without limiting Section 3.1, you fully and finally grant and assign to the Company all of your
rights, title and interest, present and future, in and to all Company Intellectual Property (collectively, the “Assigned Rights”). You will cooperate during employment and thereafter if needed to secure the Company’s Assigned Rights, including by the execution of all documentation which the Company deems necessary to control such rights. You hereby irrevocably designate and appoint the Company as your agent and attorney-in-fact, to act for and on your behalf to execute and file any such documentation or conduct other activity related to such Assigned Rights.
3.3 Excluded Intellectual Property: This Appendix B does not require you to assign or offer to assign any rights in Intellectual Property that (a) was created prior to employment with the Company; or (b) was developed entirely on your own time without using the Company’s equipment, supplies, facilities or trade secret information, unless it either relates directly to the Company’s business and your position with the Company or results from any work performed by you for the Company Group (collectively, “Excluded IP”). In addition, this Appendix B does not require you to assign or offer to assign any rights in Intellectual Property that cannot be assigned pursuant to applicable state law.
3.4 License to Excluded IP: You agree not to use any Excluded IP in connection with your employment with the Company without the Company’s prior written permission. If, in the course of your employment with the Company, you use, or incorporate into Company work product, Intellectual Property owned by you including, without limitation, any Excluded IP, you hereby grant to the Company Group and its licensees a nonexclusive, royalty-free, irrevocable, perpetual, worldwide, fully-paid up, sublicensable worldwide license to use, display, publish, reproduce, prepare derivative works based upon, display, perform, distribute, modify, and sell such Intellectual Property in all media, including for editorial and commercial purposes.
3.5 Waiver: To the maximum extent permitted by applicable law, you waive all claims with respect to the rights granted by you hereunder, including but not limited to all claims arising from the Company’s exercise of rights granted to or possessed by it pursuant to this Appendix B, including but not limited to intellectual property rights and rights of publicity.
3.6 Company’s Rights are Reserved: Nothing in this Appendix B grants you rights in or to any Company Intellectual Property. This Appendix B is intended to supplement, and not to supersede, any rights the Company may have in law or equity with respect to the ownership of Intellectual Property, or the protection of trade secrets or confidential or proprietary information.
3.7 Third-Party Intellectual Property: You agree not to incorporate any Intellectual Property owned, in whole or in part, by any third party (e.g., a former employer) into any Company work product, except with the Board’s prior written permission.
3.8 Maintenance of Records: You will promptly disclose, to the Company, any inventions, patents, source code, or computer programs, conceived, created, or developed by you within the scope of your employment with the Company, and to the extent required by applicable law, such disclosure shall be received in confidence for the purpose of determining the rights therein. You will maintain complete records of any such materials developed by you during employment with the Company and will fully cooperate during employment and thereafter in taking all steps necessary to secure, maintain and enforce the Company’s rights, title and interest in the assigned Company Intellectual Property. The records will be available to and remain the sole property of the Company at all times. You agree not to remove such records from the Company’s place of business except as expressly permitted by Company policy. You agree to deliver all such records (including any copies thereof) to the Company at the time of termination of employment for any reason.
4. Return of Confidential Information and Other Company Property. The Company may require you at any time during your employment, and will require you upon termination of employment for any reason, to (i) return to the Company all property, including but not limited to computers, laptops, personal handheld devices and mobile phones, documents, data, software, access cards, and credit cards; and (ii) delete from your own computer equipment, mobile telephone or any other personal account or device (or personal email or cloud account, external drive or other form of data storage) any Confidential Information or Intellectual Property of the Company. Upon the Company’s request, you shall certify in writing to the Company that no such Confidential Information or other Company property remains in your possession or control.
5. Restrictive Covenants.
5.1 Non-Competition:
(i) You agree that during your employment and for a period of fifteen (15) months following the termination of your employment for any reason, you will not, without the Board’s express written consent, directly or indirectly engage in, provide services to, or participate in any activity with a Competing Business in the Restricted Area, whether on your own account or as principal, partner, shareholder, director, employee, consultant or in any other competitive capacity. For the avoidance of doubt, this Section 5.1 does not prohibit you from purchasing for investment up to 2% of the total capital stock of a publicly traded company, and the foregoing provision only prohibits you from serving in a position where you might use or share Confidential Information.
5.2 Non-Solicitation of Employees and Non-Interference: During your employment with the Company and for a period of eighteen (18) months following the termination of your employment for any reason, you will not, directly or indirectly, solicit, induce, recruit, encourage, or take away (or attempt any of the foregoing actions) or otherwise cause (or attempt to cause) any employee or independent contractor of the Company Group to leave their employment or engagement with the Company Group (either for employment with you or with any other entity or person), or otherwise interfere with or disrupt (or attempt to disrupt) the employment or service relationship between any such individual and the Company Group. During your employment with the Company and for a period of fifteen (15) months following the termination of your employment for any reason, you hereby agree not to (nor shall you cause, encourage or provide assistance to, anyone else to), directly or indirectly interfere with the Company Group’s relationships with any of its current or prospective suppliers, vendors or joint venture partners. For the avoidance of doubt, this Section 5.2, does not prohibit you from hiring or engaging any individual who responds to a general solicitation or job posting that is not directed towards any specific individual or any employee or independent contractor of the Company Group.
5.3 Non-Disparagement: Except as provided in Section 2.3, you agree that during your employment and following your termination of employment for any reason, you will not in any way disparage the Company Group or its officers, directors or employees, or make or solicit any comments, statements, or the like to the media or to others that may be considered to be derogatory or detrimental to the good name or business reputation of the Company Group; provided, however, that you shall not be prohibited from disclosing the details or underlying facts and circumstances of claims of discrimination or harassment on the basis of a characteristic protected by applicable law or related claims of retaliation. Nothing herein shall prevent you from testifying truthfully under oath to enforce or defend your rights under this Appendix B or any other agreement with the Company or otherwise pursuant to any court order, subpoena, or disclosures required by law.
6. Severability. In the event that any one or more of the provisions of this Appendix B are held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby. Moreover, if any one or more of the provisions contained in this Appendix B are held to be excessively broad as to duration, scope, activity or subject, such provisions will be construed by limiting and reducing them so as to be enforceable to the maximum extent compatible with applicable law.
7. Remedies For Threatened or Actual Breach. You agree that in the event of a threatened or actual breach of Section 2, Section 3, Section 4, or Section 5, in whole or in part, the resulting damage would be irreparable and thus difficult or impossible to determine, and that, in any event, there would not be an adequate remedy at law to protect against or remedy any damage, even if money damages may be awarded. You further acknowledge that your skills and knowledge are special, unique and extraordinary and that any breach or threatened breach of Section 2, Section 3, Section 4, or Section 5 would result in immediate and irreparable injury to the Company. You therefore agree that, in addition to any money damages or other equitable relief as may be deemed proper by a court or arbitrator of competent jurisdiction, the Company is entitled to immediately restrain and enjoin you from any activity in breach of this Appendix B and/or in aid of arbitration, without the necessity of posting bond or other security, if such a breach occurs or is imminent or threatened.
8. Survival of Rights. The terms and conditions in Section 2, Section 3, Section 4, and Section 5 of this Appendix B are necessary to protect the rights and interests of the Company and you and will survive the termination or expiration of this Appendix B. The terms and conditions of this Appendix B providing for any activity following the effective date of termination or expiration of this Appendix B will survive until such time as those terms and conditions have been fulfilled or satisfied.
9. Governing Law. This Appendix B and any disputes relating in any way to this Appendix B will be construed and interpreted in accordance with and governed by the laws of the State of New York. With respect to this Appendix B and any suit, action or other proceeding arising from or relating to this Appendix B, subject to any agreement to arbitrate between the parties, each party hereby submits itself for the sole purpose of this Appendix B and any controversy arising under this Appendix B to the exclusive jurisdiction of the federal or state courts (and any courts of appeal there from) located in the State of New York and waives any objection to the jurisdiction, forum, or venue of such courts.
10. Interpretation. Headings are used for reference only and shall not be considered when interpreting this Appendix B. Each of the terms “include,” “includes,” and “including” is deemed to be followed by “without limitation”. The term “Company” as used herein means The New York Times Company.