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1.	To elect a Board of 14 members;

2.	To hold an advisory vote to approve executive compensation;

3.	To ratify the selection of Ernst & Young LLP, an independent registered public accounting firm, as auditors for the fiscal year ending December 27, 2015; and

4.	To transact such other business as may properly come before the meeting.

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Q:	What am I voting on?

A:	Stockholders are asked to vote on three items at the 2015 Annual Meeting:

•	Proposal 1: Election of the Board of Directors of The New York Times Company (the “Board”).

•	Proposal 2: Advisory vote to approve executive compensation (the “say-on-pay” vote).

•	Proposal 3: Ratification of the selection of Ernst & Young LLP as auditors for the fiscal year ending December 27, 2015.

Q:	Who is entitled to vote?

A:

The New York Times Company has two classes of outstanding voting securities: Class A common stock, $.10 par value per share (“Class A stock”) and Class B common stock, $.10 par value per share (“Class B stock”). Stockholders of record of Class A stock or Class B stock as of the close of business on March 9, 2015, may vote at the 2015 Annual Meeting. As of March 9, 2015, there were 165,731,716 shares of Class A stock and 816,635 shares of Class B stock outstanding. Each share of stock is entitled to one vote.

•	Proposal 1: Class A stockholders vote for the election of five of the 14 directors. Class B stockholders vote for the election of nine of the 14 directors.

•	Proposal 2: Class B stockholders vote on this proposal.

•	Proposal 3: Class A and B stockholders, voting together as a single class, vote on this proposal.

Q:	Why did I receive a notice in the mail regarding the Internet availability of the proxy materials instead of a paper copy of the proxy materials?

A:

We are furnishing this Proxy Statement and our 2014 Annual Report to our stockholders by providing access to these documents on the Internet rather than mailing printed copies. This approach saves natural resources and reduces the cost to print and distribute the proxy materials, while providing a convenient way to access the materials and vote. On or about March 24, 2015, we will begin mailing a Notice of Internet Availability of Proxy Materials (“Notice”) to our stockholders (other than those who previously requested printed copies or electronic delivery of our proxy materials). The Notice directs you to a website where you can access our proxy materials and view instructions on how to vote online or by telephone. If you would prefer to receive a paper copy of these materials, please follow the instructions included in the Notice.

Q:	How do I get electronic access to the proxy materials?

A:	The Notice will provide instructions on how to view the proxy materials for our Annual Meeting on the Internet. In addition, this Proxy Statement is available at http://investors.nytco.com/investors/financials/proxy-statements, and the 2014 Annual Report is available at http://investors.nytco.com/investors/financials/annual-reports.

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Q:	How do I cast my vote?

A:	You can vote your shares either by proxy or in person at the Annual Meeting. (If you hold your shares in The New York Times Companies Supplemental Retirement and Investment Plan (the “Company 401(k) Plan”), please refer to the instructions below under “How do I vote my shares in the Company 401(k) Plan?”)

•	Vote by Internet

•	Vote by Telephone

•	Vote by Mail

•	Voting in Person at the Annual Meeting

Q:	What is the difference between holding shares as a “registered holder” and as a “beneficial owner” of shares held in street name?

A:	Registered Holder. If your shares are registered directly in your name on the books of the Company maintained with the Company’s transfer agent, Computershare, you are considered the “registered holder” of those shares, and the proxy materials are sent directly to you by the Company.

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Q:	What are the procedures for attending the Annual Meeting?

A:

All stockholders as of the record date and members of their immediate families are welcome to attend the Annual Meeting. If you attend, please note that you may be asked to present government-issued identification (such as a driver’s license or passport) and evidence of your share ownership on the record date. This can be the Notice, your proxy card, your most recent stock account statement, a copy of the voting instruction form provided by your broker, bank or other nominee or other similar evidence of ownership.

Q:	How do I vote my shares in the Company 401(k) Plan?

A:

If you are a participant in the Company 401(k) Plan, you may instruct the trustee for the Company 401(k) Plan on how to vote the shares attributed to your account by mail, by telephone or on the Internet. (Instructions on how to vote by mail, by telephone and on the Internet are set forth above under “How do I cast my vote?”) Voting instructions must be received no later than 11:59 p.m. Eastern Time on May 3, 2015, so that the plan trustee (who votes the shares on behalf of participants of the Company 401(k) Plan) has adequate time to tabulate the voting instructions. The plan trustee will vote those shares as you instruct. If you do not provide timely instructions to the plan trustee, the plan trustee will vote your shares in the same proportion as the shares for which the plan trustee has received timely instructions from others who do vote.

Q:	How does the Board of Directors recommend voting?

A:	The Board of Directors recommends voting:

•	FOR each nominee to the Board of Directors; and

•	FOR the approval, on an advisory basis, of the executive compensation of our named executive officers; and

•	FOR ratification of Ernst & Young LLP as auditors for the fiscal year ending December 27, 2015.

Q:	How will my stock be voted on other business brought up at the Annual Meeting?

A:	By submitting your proxy, you authorize the persons named as proxies to use their discretion in voting on any other matter brought before the Annual Meeting. The Company does not know of any other business to be considered at the Annual Meeting.

Q:	Can I change my vote or revoke my proxy?

A:	Yes. If you are a registered holder, you can change your vote or revoke your proxy at any time before it is voted at the Annual Meeting by executing a later-dated proxy on the Internet, by telephone or mail or by voting by ballot at the Annual Meeting.

Q:	What is the quorum requirement for the Annual Meeting?

A:

The holders of record of a majority of the Company’s shares of stock issued and outstanding on the record date and entitled to vote, in person or by proxy, constitute a quorum for the transaction of business at the Annual Meeting. However, the Certificate of Incorporation of the Company provides that the Class A stockholders, voting separately, are entitled to elect 30% of the Board of Directors (or the nearest larger whole number) and the Class B stockholders, voting separately, are entitled to elect the balance of the Board of Directors. Accordingly, with respect to the election of directors, the holders of a majority of the shares of each of the Class A and Class B stock, respectively, constitute a quorum for the election of the Board of Directors. In addition, only the Class B stockholders are entitled to vote on the advisory say-on-pay vote to approve executive compensation. Accordingly, the holders of a majority of the shares of the Class B stock constitute a quorum for this proposal. Broker non-votes and abstentions (as described below) are counted as present for establishing a quorum.

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Q:	What is the voting requirement to elect the directors and to approve each of the other proposals?

A:	The voting requirements are as follows:

•	Proposal 1: Directors are elected by a plurality of the votes cast. However, please see our policy described on page 21 regarding directors who do not receive more “for” votes than “withheld” votes.

•	Proposal 2: The advisory say-on-pay vote to approve executive compensation requires, pursuant to the Company’s By-laws, the affirmative vote of a majority of the shares of Class B stock represented at the Annual Meeting, in person or by proxy, and entitled to vote on the proposal.

•	Proposal 3: Ratification of the selection of Ernst & Young LLP as auditors for the fiscal year ending December 27, 2015, requires, pursuant to the Company’s By-laws, the affirmative vote of a majority of the shares of Class A and Class B stock represented at the Annual Meeting, in person or by proxy, and entitled to vote on the proposal, voting together as a single class.

Q:	What is a broker non-vote?

A:

If you are a beneficial owner whose shares are held by a broker, bank or other nominee, you must instruct the broker, bank or other nominee how to vote your shares. If you do not provide voting instructions, your shares will not be voted on proposals on which brokers do not have discretionary authority, namely: Proposal 1 (election of the Board of Directors) and Proposal 2 (advisory vote to approve executive compensation). This is called a “broker non-vote.” Your shares will be counted as present at the meeting for quorum purposes but not present and entitled to vote for purposes of these specific proposals. Therefore, it is very important that beneficial owners instruct their broker, bank or other nominee how they wish to vote their shares.

Q:	How will broker non-votes, withheld votes or abstentions affect the voting results?

A:	Pursuant to the Company’s By-laws, withheld votes and broker non-votes will have no effect on the election of directors; broker non-votes will have no effect on advisory Proposal 2; and abstentions will have the same effect as votes against advisory Proposal 2 and Proposal 3.

Q:	Who pays for the solicitation of proxies and how are they solicited?

A:

Proxies are solicited by our Board of Directors. The Company bears the costs of the solicitation of the proxies on behalf of the Board of Directors. Our directors, officers or employees may solicit proxies in person, or by mail, telephone, facsimile or electronic transmission. The costs associated with the solicitation of proxies include the cost of preparing, printing and mailing our proxy materials, the Notice and any other information we send to stockholders. In addition, we pay banks, brokers and other persons representing beneficial owners of shares held in street name certain fees associated with:

•	Forwarding the Notice to beneficial owners of our common stock;

•	Forwarding our printed proxy materials by mail to beneficial owners who specifically request them; and

•	Obtaining beneficial owners’ voting instructions.

Q:	Who will serve as inspector of election?

A:	We have engaged Broadridge Financial Solutions, Inc. as the independent inspector of election to tabulate stockholder votes at the Annual Meeting.

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1.	Includes (a) 1,400,000 shares of Class A stock and 738,810 shares of Class A stock issuable upon the conversion of 738,810 shares of Class B stock directly owned by the 1997 Trust and (b) 4,300,197 shares of Class A stock indirectly owned by the 1997 Trust through its control of a limited liability company.

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2.

Class B stock is convertible into Class A stock on a share-for-share basis. Ownership of Class B stock is therefore deemed to be beneficial ownership of Class A stock under SEC regulations. For purposes of the table of Class A stock ownership, it has been assumed that each person listed therein as holding Class B stock has converted into Class A stock all shares of Class B stock of which that person is deemed the beneficial owner. Thus all shares of Class B stock held by the 1997 Trust and by the Trustees have been included in the calculation of the total amount of Class A stock owned by each such person as well as in the calculation of the total amount of Class B stock owned by each such person. As a result of this presentation, there are substantial duplications in the number of shares and percentages shown in the table.

3.

In addition to the amounts of Class A stock and Class B stock described in footnotes 1 and 2, the holdings for Mr. Cohen include (a) 385,725 shares of Class A stock and 2,805 shares of Class B stock held solely, (b) 37,657 shares of Class A stock held by a charitable trust, of which Mr. Cohen is a co-trustee, (c) 9,616 shares of Class A stock held by trusts created by Mr. Cohen for the benefit of his sons and stepson, of which Mr. Cohen is the sole trustee or a co-trustee, and (d) 1,634 shares of Class A stock held by a family trust, of which Mr. Cohen is a beneficiary. Mr. Cohen disclaims beneficial ownership of all shares held by the trusts described in (b) and (c) above. The holdings of Class A stock reported for Mr. Cohen exclude 17,835 shares of Class A stock held by his wife and for which Mr. Cohen disclaims beneficial ownership.

4.

In addition to the amounts of Class A stock and Class B stock described in footnotes 1 and 2, the holdings for Ms. Golden include (a) 40,678 shares of Class A stock and 1,118 shares of Class B stock held jointly with her husband, (b) 19,456 shares of Class A stock held by two trusts created for the benefit of her daughter, of which Ms. Golden is the sole trustee, and (c) 48,218 shares of Class A stock held in a family trust, of which Ms. Golden is a co-trustee. Ms. Golden disclaims beneficial ownership of all shares held by the trusts described in (b) above. The holdings of Class A stock reported for Ms. Golden exclude (i) 37,900 shares of Class A stock held in a charitable trust, of which her husband is a trustee, and (ii) 3,269 shares of Class A stock held by two trusts, of which her husband is a co-trustee. Ms. Golden disclaims beneficial ownership of all shares held by the trusts described in (i) and (ii) above.

5.

In addition to the amounts of Class A stock and Class B stock described in footnotes 1 and 2, the holdings for Mr. Hays Golden include (a) 18,456 shares of Class A stock held solely, and (b) 48,217 shares of Class A stock held by a trust, of which he is a co-trustee. The holdings of Class A stock reported for Mr. Golden exclude 3,450 shares of Class A stock held by a trust, of which his wife is the sole trustee and for which Mr. Golden disclaims beneficial ownership.

6.

In addition to the amounts of Class A stock and Class B stock described in footnotes 1 and 2, the holdings for Mr. Michael Golden include (a) 560 shares of Class B stock held solely, (b) 266,180 shares of Class A stock and 560 shares of Class B stock held jointly with his wife, (c) 274,911 shares that could be acquired within 60 days upon the exercise of options granted under the 1991 Incentive Plan and the 2010 Incentive Plan and (d) 3,261 shares of Class A stock equivalents attributed to Mr. Golden based on his holdings in the Company Stock Fund of the Company 401(k) Plan (as of the last plan statement).

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7.

In addition to the amounts of Class A stock and Class B stock described in footnotes 1 and 2, the holdings for Mr. Green include (a) 10,000 shares of Class A stock held by a limited partnership of which Mr. Green is the controlling general partner and (b) 50,000 shares of Class A stock held in two trusts created for the benefit of his children, of which Mr. Green is a co-trustee. Mr. Green disclaims beneficial ownership of the shares described in (a) above, except to the extent of his pecuniary interest (approximately 75%) in the shares, and the shares described in (b) above. The holdings of Class A stock reported for Mr. Green exclude (i) 300,000 shares of Class A stock and 1,852 shares of Class B stock held by Mr. Green’s wife and (ii) 984 shares of Class A stock held in each of two trusts for the benefit of his children, of which his wife is a co-trustee. Mr. Green disclaims beneficial ownership of the shares described in (i) and (ii) above. In addition to these holdings, 19,244 cash-settled phantom Class A stock units have been credited to Mr. Green’s account under the Company’s Non-Employee Directors Deferral Plan (“Directors’ Deferral Plan”).

8.

In addition to the amounts of Class A stock and Class B stock described in footnotes 1 and 2, the holdings for Ms. Greenspon include (a) 5,510 shares of Class A stock and 360 shares of Class B stock held solely and (b) 8,000 shares of Class A stock that could be acquired within 60 days upon the exercise of options granted under the Directors’ Incentive Plan. In addition to these holdings, 26,113 cash-settled phantom Class A stock units have been credited to Ms. Greenspon’s account under the Directors’ Deferral Plan.

9.

In addition to the amounts of Class A stock and Class B stock described in footnotes 1 and 2, the holdings for Mr. Perpich include 151,695 shares of Class A stock and 1,853 shares of Class B stock held jointly with his wife. The holdings of Mr. Perpich exclude (i) 70,057 shares of Class A stock held by three trusts of which Mr. Perpich’s wife is the trustee and (ii) 2,951 shares of Class A stock held by three trusts of which Mr. Perpich’s wife is a co-trustee. Mr. Perpich disclaims beneficial ownership of all shares described in (i) and (ii) above.

10.

In addition to the amounts of Class A stock and Class B stock described in footnotes 1 and 2, the holdings for Mr. Sulzberger, Jr. include (a) 200,062 shares of Class A stock and 1,852 shares of Class B stock held solely, (b) 970,247 shares that could be acquired within 60 days upon the exercise of options granted under the 1991 Incentive Plan and 2010 Incentive Plan, (c) 3,248 shares of Class A stock equivalents attributed to Mr. Sulzberger, Jr. based on his holdings in the Company Stock Fund of the Company 401(k) Plan (as of the last plan statement) and (d) 51,968 shares of Class A stock held by four trusts, of which Mr. Sulzberger, Jr. is a co-trustee. Mr. Sulzberger, Jr. disclaims beneficial ownership of the shares described in (d) above. The holdings of Class A stock reported for Mr. Sulzberger, Jr. exclude 75,000 stock options under the 1991 Incentive Plan that were transferred to his former wife. In addition to these holdings, Mr. Sulzberger, Jr. has 100,000 cash-settled stock appreciation rights that were awarded under the 1991 Incentive Plan.

11.

According to information contained in its filings with the SEC related to the Company pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of January 14, 2015, Inmobiliaria Carso, S.A. de C.V. (“Inmobiliaria”) beneficially owns 19,853,000 shares of Class A stock. In addition, Grupo Financiero Inbursa, S.A.B. de C.V. (“GFI”), as the parent company of Banco Inbursa, S.A., Institución de Banca Múltiple, Grupo Financiero Inbursa, owns 7,950,000 shares of Class A stock.

12.

According to information contained in a filing with the SEC pursuant to the Exchange Act, as of December 31, 2014, Fairpointe Capital LLC beneficially owned 14,153,835 shares of Class A stock. The filing states that, to the best of the holder’s knowledge, the shares were acquired in the ordinary course of such holder’s business and were not acquired for the purpose of or with the effect of changing or influencing the control of the Company.

13.	According to information contained in a filing with the SEC pursuant to the Exchange Act, as of December 31, 2014, Contrarius Investment Management Limited and Contrarius Investment Management (Bermuda) Limited beneficially owned 11,725,965 shares of Class A stock. The filing states that, to the best of the holders’ knowledge,

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14.

According to information contained in a filing with the SEC pursuant to the Exchange Act, as of December 31, 2014, BlackRock, Inc. beneficially owned 10,866,871 shares of Class A stock. The filing states that, to the best of the holder’s knowledge, the shares were acquired in the ordinary course of such holder’s business and were not acquired for the purpose of or with the effect of changing or influencing the control of the Company.

15.

According to information contained in a filing with the SEC pursuant to the Exchange Act, as of December 31, 2014, these 10,325,200 shares of Class A stock are owned by various individual and institutional investors for which T. Rowe Price Associates, Inc. (“Price Associates”) serves as investment adviser with power to direct investment and/or sole power to vote the securities. For purposes of the reporting requirements of the Exchange Act, Price Associates is deemed to be a beneficial owner of such securities; however, Price Associates expressly disclaims that it is, in fact, the beneficial owner of such securities. The filing also states that, to the best of the holder’s knowledge, the shares were acquired in the ordinary course of such holder’s business and were not acquired for the purpose of or with the effect of changing or influencing the control of the Company.

16.

According to information contained in a filing with the SEC pursuant to the Exchange Act, as of December 31, 2014, JHL Capital Group LLC and JHL Capital Group Master Fund L.P. beneficially owned 9,600,000 shares of Class A stock. The filing states that, to the best of the holders’ knowledge, the shares were not acquired for the purpose of or with the effect of changing or influencing the control of the Company.

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1.	The amounts reported include shares of Class A stock that could be acquired within 60 days upon the exercise of stock options under the Directors’ Incentive Plan, as follows: Mr. Cesan, 28,000; Mr. Denham, 16,000; Mr. Kohlberg, 16,000; Dr. Liddle, 28,000; Ms. Marram, 28,000; and Ms. Toben, 28,000.

2.

The amounts reported include shares of Class A stock that could be acquired within 60 days upon the exercise of stock options awarded under the 1991 Incentive Plan and 2010 Incentive Plan, as follows: Mr. Follo, 347,161 shares; Mr. Richieri, 351,739 shares; and Mr. Thompson, 257,069 shares. In addition, the amounts reported include shares of Class A stock equivalents attributed to an executive officer based on their respective holdings (as of the last plan statement) in the Company Stock Fund of the Company 401(k) Plan as follows: Mr. Follo, 3,061 shares; and Mr. Thompson, 607 shares. The amounts reported exclude the following stock-settled restricted stock units granted under the 2010 Incentive Plan, which are subject to vesting conditions: Mr. Follo, 46,492; and Mr. Thompson, 15,430.

3.

Class B stock is convertible into Class A stock on a share-for-share basis. Ownership of Class B stock is therefore deemed to be beneficial ownership of Class A stock under SEC regulations. For purposes of the presentation of ownership of Class A stock in this table, it has been assumed that each director and executive officer has converted into Class A stock all shares of Class B stock of which that person is deemed the beneficial owner. Thus, all shares of Class B stock held by the directors and executive officers, including shares held by the 1997 Trust, have been included in the calculation of the total amount of Class A stock owned by such persons as well as in the calculation of the total amount of Class B stock owned by such persons. As a result of this presentation, there are duplications in the number of shares and percentages shown in this table.

4.	See “Principal Holders of Common Stock” and “General Information—The 1997 Trust” for a discussion of this person’s holdings.

5.	The holdings for Mr. Kohlberg include 5,370 shares of Class A stock indirectly held by a trust, of which Mr. Kohlberg is the trustee.

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•	Michael Golden and Arthur Sulzberger, Jr. are cousins.

•	Steven B. Green’s wife is Mr. Sulzberger, Jr.’s sister and Mr. Golden’s cousin.

•	Carolyn D. Greenspon is the daughter of a cousin of Messrs. Golden and Sulzberger, Jr.

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•	if the director does business with the Company, or is affiliated with an entity with which the Company does business, so long as payments by or to the Company do not exceed the greater of $1 million or, in the case of an affiliated entity, 2% of the annual revenues of such entity; or

•	if the director serves as an officer or director of a charitable organization to which the Company, The New York Times Company Foundation or The New York Times Neediest Cases Fund makes a donation, so long as the aggregate annual donations do not exceed the greater of $1 million or 2% of that organization’s annual charitable receipts.

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•	serves as a liaison between our Chairman and our Chief Executive Officer, on the one hand, and our independent directors, on the other;

•	reviews proposed Board meeting agendas;

•	consults with senior executives of the Company as to any concerns the executive might have; and

•	makes herself or himself available for direct consultation with major stockholders.

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•	the Company or any of its subsidiaries may employ a related person in the ordinary course of business consistent with the Company’s policies and practices with respect to the employment of non-related persons in similar positions; and

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any other related person transaction required to be publicly disclosed must be approved or ratified by the Board of Directors, the Nominating & Governance Committee or such other committee to which such matter has been delegated for review, or if it is impractical or undesirable to defer consideration of the matter until a Board or committee meeting, by the Chair of the Nominating & Governance Committee (or, if he or she is not disinterested, by the Presiding Director).

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•	the NYSE’s criteria of director “independence”;

•	the NYSE’s “financial literacy” and “financial management expertise” standards; and

•	the SEC’s definition of “audit committee financial expert.”

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•	together with the other independent directors of the Board, approves the compensation of the Chairman, Chief Executive Officer and Vice Chairman, including setting salaries and approving annual and long-term incentive potentials;

•	approves compensation for the other executive officers;

•	sets financial targets for the annual incentive and long-term performance awards; and

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•	approves awards of equity-based compensation for eligible employees.

•	each Committee member is “independent” under the listing standards of the NYSE and is “financially literate” as defined by the NYSE;

•	a majority of the Committee members, including Ms. Toben, the Chair of the Committee, satisfy the “financial management expertise” standard, as required by the NYSE; and

•	a majority of the Committee members, including Ms. Toben, the Chair of the Committee, are “audit committee financial experts” as defined by the SEC.

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•	Annual cash Board retainer of $45,000;

•	Annual cash Committee Chair retainer of $10,000;

•	Annual cash Committee retainers in the following amounts:

•	Annual cash Presiding Director retainer of $10,000.

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1.	Includes a Presiding Director retainer for Mr. Denham and a Committee Chair retainer for each of Messrs. Cesan and Denham, Dr. Liddle, and Mss. Marram and Toben.

2.

Included in the “Stock Awards” column is the aggregate grant date fair value of the discretionary grant of phantom stock units made to each non-employee director on April 30, 2014, under the Directors’ Deferral Plan, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Stock Compensation (“FASB ASC Topic 718”). The grant date fair value of such awards is estimated as $60,000.

3.	The following table shows the aggregate phantom stock units outstanding at December 28, 2014:

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4.

Prior to 2012, stock options were awarded under the Directors’ Incentive Plan annually to our non-employee directors on the date of the annual meeting. The following table shows outstanding stock option awards as of December 28, 2014, all of which are exercisable. These stock options have a term of 10 years from the date of grant, and the option exercise prices for those awards were set at the average of the high and low stock prices as quoted on the NYSE on the date of the applicable annual meeting. The exercise prices of the stock options range from $4.92 to $32.89.

(a)	The closing price of the underlying Class A stock on the NYSE on December 26, 2014 ($13.58), the last trading day of our 2014 fiscal year, minus the option exercise price.

5.	The amount for Dr. Middelhoff includes a one-time $10,000 donation made in his honor to a nonprofit organization upon his departure from the Board. The amount for each of the other directors consists of a tax reimbursement.

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•	to drive performance through the achievement of short-term and long-term objectives;

•	to link our executives’ total compensation to the interests of our stockholders and to drive the creation of value for stockholders over the long term; and

•	to enable us to attract, retain and motivate the highest caliber of executives by offering competitive compensation and rewarding superior performance.

•	Arthur Sulzberger, Jr., Chairman of the Board, and Publisher, The New York Times;

•	Mark Thompson, President and Chief Executive Officer;

•	Michael Golden, Vice Chairman;

•	James M. Follo, Executive Vice President and Chief Financial Officer; and

•	Kenneth A. Richieri, Executive Vice President and General Counsel.

•	The Compensation Committee consists solely of independent directors, notwithstanding an exemption from NYSE rules available to us as a controlled company.

•	Each year, the Compensation Committee approves the compensation for the Company’s executive officers. For the individuals serving as Chairman, Chief Executive Officer and Vice Chairman, the final compensation decisions are made by the independent members of our Board of Directors.

•	The Compensation Committee’s independent compensation consultant, Exequity, is retained directly by the Committee and performs services in support of the Committee. The Compensation Committee’s charter authorizes it to engage such consultants and advisors as it determines to be appropriate.

•	The Compensation Committee has directed management to reach out to significant stockholders to solicit comments on executive compensation matters, and takes this stockholder feedback into account in designing executive compensation.

•	The Compensation Committee conducts an annual review of the Company’s executive compensation program, and does not believe that it creates risks that are reasonably likely to have a material adverse effect on the Company.

•	The Company has in place meaningful stock ownership guidelines for its named executive officers, who must acquire and hold Company stock worth, based on their position, two to five times their annual base salary.

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•	The Company’s executive officers are subject to a compensation recoupment or “clawback” policy.

•	The Company’s executive officers may not engage in short-term, speculative trading in Company stock, including hedging or other derivative transactions, or hold Company stock in a margin account, or pledge Company stock as collateral for a loan.

•	The Company does not generally provide so-called tax “gross-ups” for its executive officers.

•	Equity and performance-based cash awards to executives are made under the Company’s 2010 Incentive Plan, which:

◦	prohibits the repricing of any stock option or stock appreciation right without stockholder approval; and

◦	does not contain an “evergreen” share reserve, meaning that the shares of Class A stock reserved for awards are fixed by number rather than by reference to a percentage of the Company’s total outstanding shares.

•	Salaries: For 2014, annual salary levels for Messrs. Sulzberger, Jr., Thompson and Golden were the same as the prior year and, for Messrs. Sulzberger, Jr., and Golden, have not increased since 2006. See “—Executive Compensation—Salaries.”

•	Annual Incentive Compensation: The portion of 2014 annual incentive awards for our executive officers based on financial performance (an adjusted operating profit target) was earned at 120% of target. See “—Executive Compensation—Annual Incentive Compensation.”

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Performance Award Program: In February 2013, the Committee implemented a redesign of the Company’s long-term incentive compensation program, eliminating the annual grant of time-based stock options and restricted stock units and long-term performance awards payable solely in cash for executives. In their place, in February 2013 and again in February 2014, the Committee granted executives the opportunity to earn cash and shares of Class A stock at the end of three-year performance cycles, with the majority of the target award

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•

Long-Term Performance Awards: The last long-term performance cycle prior to the redesign was awarded in 2012 for the three-year cycle of 2012-2014. Achievement under the two financial metrics applicable to these awards, operating cash flow margin and return on invested capital, was below target for the three-year performance cycle, resulting in a payout of 71% of target. See “—Executive Compensation—Long-Term Incentive Compensation.”

•

Review of Market Data: In setting 2014 compensation, the Committee reviewed data from a comparator group of 15 media companies, as well as a statistical summary of data from companies that participated in the Towers Watson 2013 General Industry Executive Compensation Survey. The Committee believes this peer group reflects the critical organizational capabilities needed to execute the Company’s strategy, as well as industry and financial equivalence.

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Retirement Benefits: Effective for plan years commencing after December 31, 2013, the Company amended an unfunded supplemental defined contribution plan for certain of its executives, including the named executive officers (The New York Times Company Supplemental Executive Savings Plan, or the “SESP”), to discontinue all future contributions under that plan, thereby significantly reducing those executives’ retirement benefits. No additional executives may be designated as participants under the now frozen plan.

•

Employment Agreement with Mark Thompson: In connection with his appointment as the Company’s President and Chief Executive Officer in 2012, Mr. Thompson entered into an employment agreement with the Company (the “Employment Agreement”). Under the terms of the Employment Agreement, Mr. Thompson participated in the 2013 annual incentive compensation program with a target equal to 100% of his base salary and is participating in the 2013-2015 long-term incentive program with a target payout in stock and cash valued at $3.0 million. However, beginning in 2014, Mr. Thompson’s incentive compensation was no longer governed by the terms of the Employment Agreement and was subject to Committee and Board approval in the same manner as for other executive officers.

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Benchmarking—Each year, the Committee reviews market data for executives in positions comparable to Company executives through a process developed with Exequity, its independent compensation consultant. In preparation for its decision-making regarding 2014 compensation levels, in December 2013, the Committee reviewed data from a comparator group consisting of the following 15 media companies, which participated in the 2013 Towers Watson Media Executive Compensation Survey or publicly disclosed compensation data in their annual proxy statements. (The comparator group is the same as that used in connection with 2013 executive compensation decisions except that two media companies included in the prior year 17-company group did not participate in the 2013 survey and accordingly were not included in the data reviewed by the Committee.) In addition, the Committee reviewed a statistical summary of data from the companies that participated in the Towers Watson 2013 General Industry Executive Compensation Survey, adjusted to reflect the Company’s revenue size and excluding companies in the health-care, financial services, energy and higher education industries.

•

Performance—The Committee ties a substantial portion of each named executive officer’s total potential compensation to Company and individual performance. All executive officers, including the named executive officers, are eligible for annual and long-term incentive compensation that reinforces the relationship between pay and performance by linking compensation to the achievement of important short- and long-term performance targets set by the Committee in advance based on the Company objectives set out in the operating budget. To ensure that the executives most responsible for development of the Company’s strategic plan are held most accountable for its successful execution, the portion of total compensation delivered in variable, performance-based awards varies directly in relation to each executive’s level of responsibility and hierarchy among the leadership team. A significant portion of the Company’s 2014 target compensation for its named executive officers (approximately 63% to 81% of target compensation) was based on the performance-based, “at risk” criteria discussed below as opposed to fixed salary.

•	Internal Pay Equity—The Committee’s approach to compensation is that executives holding comparable positions of responsibility should have similar compensation opportunities, adjusted to reflect their responsibilities and role within the Company and recognizing that actual rewards earned should reflect achievement of individual objectives.

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•	50% of the award depended upon operating cash flow margin, defined as the quotient of revenues less total operating costs (excluding severance and depreciation and amortization), divided by revenues, over the three-year period.

•	50% of the award depended upon the average return on invested capital (“ROIC”) from continuing operations over the three-year period. We define ROIC as the quotient of:

◦	our net operating profit after taxes (defined for this purpose as revenues less operating costs (excluding severance) less income tax expense at an assumed effective income tax rate), divided by

◦	our average “invested capital” (defined as average total assets less average non-interest-bearing current liabilities).

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1.	Excludes the following amounts for 2012 attributable to the Regional Media Group, which was sold in January 2012: revenues of $6,115, operating costs of $8,017, and depreciation and amortization of $339, in each case included in discontinued operations.

2.	Includes $5,783 and $327 in severance charges included as “Operating costs” in discontinued operations for 2012 and 2013, respectively.

3.	Includes $24,457 and $7,000 in ”Depreciation and Amortization” in discontinued operations for 2012 and 2013, respectively.

4.	For 2013 and 2014, reflects the impact of the sale of the New England Media Group in the third quarter of 2013.

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1.	Excludes the following amounts for 2012 attributable to the Regional Media Group, which was sold in January 2012: revenues of $6,115 and operating costs of $8,017, in each case included in discontinued operations.

2.	For 2013 and 2014, reflects the impact of the sale of the New England Media Group in the third quarter of 2013.

3.	Average invested capital is defined as average total assets less average current liabilities other than short-term debt and capital lease obligations as of the first and last day of the applicable period, subject to adjustments to exclude the effects of the items described above.

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•	Cumulative adjusted operating profit: Represents 60% of an executive’s target award, with half paid in Class A stock and half paid in cash; and

•	Total stockholder return, or “TSR,” of the Company: Represents 40% of an executive’s target award and is paid in Class A stock. The metric is measured over the three-year period relative to the total stockholder return of the companies in the Standard & Poor’s 500 Stock Index as of the beginning of the performance period.

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1.	The fiscal year ended December 30, 2012, was a 53-week fiscal year, and the salary amounts for that year reflect an extra week of salary earned.

2.

In accordance with SEC proxy disclosure rules, included in the “Stock Awards” and “Option Awards” columns are the aggregate grant date fair values of restricted stock units, stock options, the stock-settled portion of 2014-2016 and 2013-2015 performance awards, and sign-on performance stock awarded to Mr. Thompson in 2012, in each case computed in accordance with FASB ASC Topic 718. For Messrs. Thompson and Follo, the amounts shown in the “Stock Awards” column for 2014 also include the value of stock-settled restricted stock units granted as partial compensation for the retirement income lost as a result of the cessation of SESP contributions. See “—Compensation Discussion and Analysis—Other Elements of Executive Compensation.”

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3.	The “Non-Equity Incentive Plan Compensation” column reflects payments in connection with our annual incentive and long-term performance awards as follows:

4.	The “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column for 2014 includes the aggregate increase in the actuarial present value of each named executive officer’s accumulated benefit under the Pension Plan and the SERP accrued during 2014 as follows: Mr. Sulzberger, Jr., $1,302,776; Mr. Golden, $659,002; Mr. Follo, $15,765; and Mr. Richieri, $342,843.

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5.	The table below shows the 2014 components of the “All Other Compensation” column, which include perquisites, Company contributions to the Company 401(k) Plan and the Company credit to each named executive officer’s account under the Restoration Plan (together with the Company 401(k) Plan, the “Savings Plans”) and life insurance premiums.

(a)	Amounts for each named executive officer, other than Mr. Follo, reflect the incremental cost to the Company of financial planning services ($15,000) in 2014. The amount for Mr. Sulzberger, Jr. also includes the cost of an executive physical, and the amount for Mr. Thompson also includes reimbursement for relocation expenses.

(b)	Amounts represent Company matching contributions (up to Internal Revenue Service limits) with respect to named executive officers’ deferrals to the Company 401(k) Plan, a discretionary profit-sharing contribution to the Company 401(k) Plan and our credits to the named executive officers’ accounts under the Restoration Plan. See “—Nonqualified Deferred Compensation—Restoration Plan.”

(c)	We pay premiums for basic life insurance for eligible employees, including our executive officers. Coverage is equal to an employee’s annual salary, with a minimum of $20,000 and a maximum of $1 million.

6.	Mr. Thompson became President and Chief Executive Officer effective November 12, 2012.

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1.	Annual incentive award: Threshold, target and maximum amounts in connection with our 2014 annual incentive award program. The actual amounts that were paid are included in the Summary Compensation Table under column (g) for 2014. See “—Compensation Discussion and Analysis” for a description of the targets and the level of achievement for 2014.

2.

2014-2016 performance award (cash-settled): Threshold, target and maximum amounts in connection with cash-settled performance awards for the 2014-2016 cycle. Threshold amounts reflect the minimum amount payable for a certain level of performance. No payment is made for performance below such enumerated level. The actual amount that will be paid will depend on cumulative adjusted operating profit over the three-year period and will range from $0 to the maximum amount, depending on performance. See “—Compensation Discussion and Analysis” for a description of the performance measure.

3.

2014-2016 performance award (stock-settled): Threshold, target and maximum amounts in connection with stock-settled performance awards for the 2014-2016 cycle. Threshold amounts reflect the minimum amount payable for a certain level of performance. No payment is made for performance below such enumerated level. The actual number of shares that will be issued will depend on two performance measures, cumulative adjusted operating profit and total stockholder return relative to companies in the Standard & Poor’s 500 Stock Index, over the three-year period. The aggregate grant date fair value of this award, as set out in column (l), is included in the Summary Compensation Table under column (e) for 2014. See “—Compensation Discussion and Analysis” for a description of the performance measures.

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4.

The Committee awarded Mr. Thompson 6,798 stock-settled restricted stock units in February 2014 in recognition of his leadership since becoming President and Chief Executive Officer in November 2012. Column (l) shows the grant date fair value of such stock-settled restricted stock units ($14.70 per restricted stock unit), as estimated for financial reporting purposes. This amount reflects accounting expense and may not represent the actual value that will be realized upon vesting of the restricted stock units.

5.

The Committee awarded Mr. Thompson and Mr. Follo 10,790 and 58,115 stock-settled restricted stock units, respectively, as partial compensation for retirement income lost as a result of certain changes to the Company’s SESP. Column (l) shows the grant date fair values of such stock-settled restricted stock units ($14.70 per restricted stock unit), as estimated for financial reporting purposes. These amounts reflect accounting expense and may not represent the actual value that will be realized upon vesting of the restricted stock units.

•

In the event Mr. Thompson’s employment is terminated by the Company without Cause and other than as a result of death or Disability or he resigns for Good Reason, in each case, on or prior to the third anniversary of his employment commencement date (November 12, 2015), under the Employment Agreement, he will generally be entitled to receive (i) an amount equal to 1.25 times the sum of his base salary and target incentive award, (ii) a prorated annual incentive award earned for the year of termination based on actual performance for the entire year and paid at the same time as annual incentive awards to active executives, and (iii) reimbursements for the actual cost of COBRA coverage in excess of the amount that similarly situated active employees pay for the same levels of coverage as elected by him for up to 15 months after termination. In the event Mr. Thompson’s employment terminates as a result of his death or Disability, in addition to any other benefits he may be entitled to under the Company’s welfare and benefit plans in accordance with their terms, he (or his estate) will be entitled to payment of the amounts described above in clause (ii) and to the reimbursement described above in clause (iii) for a period of 12 months.

•

50% was in the form of a performance-based stock award of 180,940 target shares of Class A stock (“Sign-On Performance Stock”). The Sign-On Performance Stock has a 36-month performance period beginning on December 1, 2012, and ending on November 30, 2015, with vesting based on the Company’s total stockholder return relative to the total stockholder return of those companies in the Standard & Poor’s 500 Stock Index at

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•	The remaining 50% was an award of options to purchase 385,604 shares of the Company’s Class A stock at $8.28 per share, the market value as of the November 12, 2012 grant date (“Sign-On Options”). The Sign-On Options have a term of 10 years and began vesting in three equal annual installments on November 12, 2013.

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1.	Stock options granted to these executives before 2009 became exercisable in four equal annual installments and have a term of ten years. Stock options granted beginning in 2009 become exercisable in three equal annual installments and have a term of ten years.

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2.	Market value at December 26, 2014 ($13.58 per share), the last trading day of our 2014 fiscal year. The following table shows the grant and vesting dates of the restricted stock unit awards.

3.

Represents the number of shares of Class A stock subject to outstanding stock-settled 2014-2016 and 2013-2015 performance awards at a target payout (and, in addition, for Mr. Thompson, his Sign-On Performance Stock). The actual number of shares that will be issued will depend on two performance measures, a financial measure tied to cumulative adjusted EBITDA or adjusted operating profit, and total stockholder return relative to companies in the Standard & Poor’s 500 Stock Index, over the three-year period. See “—Compensation Discussion and Analysis” for a description of the performance measures.

4.	Market value at December 26, 2014 ($13.58 per share), the last trading day of our 2014 fiscal year.

5.	Mr. Sulzberger, Jr. has transferred 75,000 stock options, expiring December 20, 2015, and included in the table above, to his former wife.

6.

In connection with his appointment as President and Chief Executive Officer, pursuant to his Employment Agreement, Mr. Thompson received a one-time Sign-On Incentive Award consisting of a Sign-On Performance Stock award of 180,940 target shares of Class A stock and Sign-On Options to purchase 385,604 shares of Class A stock. See “—Employment Agreement with Mark Thompson” for a description of the Employment Agreement.

1.	Amounts included in this column relate to stock-settled restricted stock units granted on February 17, 2011, which vested on February 17, 2014.

2.	Represents the market value of shares of Class A stock as of February 14, 2014 ($14.50), the last trading day before the February 17, 2014, vesting of stock-settled restricted stock units granted February 17, 2011.

3.	Value realized under “Option Awards” represents the difference between the market price of Class A stock ($16.44) on March 5, 2014, the date of exercise, and the exercise price of the options (38,333 options, $3.625 exercise price).

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1.	Because the Pension Plan and the SERP were frozen effective December 31, 2009, years of credited service for purpose of calculating benefits are determined as of that date.

2.

The assumed retirement age used to calculate the actuarial present value of each named executive officer’s accumulated benefit is the age at which the named executive officer would be eligible to receive unreduced benefits. Under the Pension Plan, Mr. Sulzberger, Jr. and Mr. Richieri became eligible to receive unreduced benefits at age 62 with 30 years of service, and Mr. Golden became eligible at age 65. Mr. Follo would be eligible to receive unreduced benefits at age 65.

3.	Mr. Follo is eligible for early retirement under the Pension Plan, but has not vested under the SERP, which requires 10 years of service.

•	1 1/2% of final average earnings (as of December 31, 2008) times years of service up to 25 years (as of December 31, 2008), plus

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•	5/8% of final average earnings (as of December 31, 2008) times years of service in excess of 25 years up to 40 years (as of December 31, 2008), plus

•	5/8% of final average earnings (as of December 31, 2009) times years of service after December 31, 2008, and prior to January 1, 2010;

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1.	Participants are not permitted to make contributions under the Restoration Plan or the SESP.

2.	The Company’s contributions to the named executive officers’ accounts under the Restoration Plan are included in column (i), and the portion of earnings credited to such account that are above-market earnings under SEC rules are included in column (h), of the Summary Compensation Table. See footnotes 4 and 5 to the Summary Compensation Table.

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3.

Participants’ accounts under the Restoration Plan and the SESP are credited with interest on a daily basis at a rate based on the yield of the Barclays Capital Long Credit Index, or a successor index, as of the last business day in October of the preceding plan year. For 2014, the interest rate was 5.09%. Amounts deferred under the DEC earn returns at a rate equal to the returns earned by several widely held third-party mutual funds, as elected by the participant. Earnings may increase or decrease depending on the performance of the elected investments.

4.	Represents optional withdrawals from the DEC of compensation previously deferred by the named executive.

5.

The amounts included in the table for each named executive officer for the SESP represent notional credits made to the named executive officer’s account during 2014, interest credited to account balances and the account balances as of the end of the year. Under the terms of the SESP, in no event may the sum of the benefits payable under the SESP and the frozen SERP exceed the value of the SERP benefit that the participant would have received had the SERP not been frozen as of December 31, 2009. As a result, until a SESP participant retires, it is not possible to calculate the amount of such participant’s notional SESP account that would actually be payable to the participant. See “—Potential Payments Upon Termination or Change in Control” for a description of amounts payable to the named executive officers under the Pension Plan, the SERP and the SESP, assuming a retirement on December 28, 2014, the last day of our 2014 fiscal year.

•	33% of their base salary;

•	85% of their annual incentive award/bonus;

•	85% of their long-term performance awards; and

•	85% of amount payable to them, if any, under our advertising and circulation sales incentive plan.

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•	Base salary—Base salary is paid through the last day worked, regardless of the reason for termination of employment.

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Annual incentive awards—Participants in the annual incentive award program are generally entitled to a prorated portion of the relevant payment if terminated because of death, disability or retirement. Such payment is made if, as and when such annual incentive awards are paid to other participants. In all other instances, a participant must be employed by the Company on the date of payment in order to receive an annual incentive award.

•	Long-term performance awards—Treatment depends on the reason for termination of employment.

◦	Death, disability or retirement—An individual will be entitled to receive a prorated payout at the end of the performance period based upon the number of days during the performance period that the individual is considered to be an active employee. Payments are made at the end of the performance cycle if, as and when such performance awards are paid to other participants.

◦	Termination—In all other instances, all performance awards will be canceled upon the termination.

•	Stock options—Treatment depends on the reason for termination of employment.

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◦	Death, disability or retirement—Unvested options will generally become exercisable immediately upon death, disability or retirement and remain exercisable until their expiration date.

◦	Termination—In all other instances, all stock options that are not vested are forfeited effective upon the date of termination. Vested stock options are exercisable for up to one year, not to extend beyond the original expiration date.

•	Restricted stock units—Treatment depends on the reason for termination of employment.

◦	Death, disability or retirement—Generally, restricted stock units immediately vest (subject to applicable tax regulations).

◦	Termination—In all other instances, all restricted stock units that are not vested are forfeited effective upon the date of termination.

•	Retirement benefits (Pension Plan and SERP)—Benefits will be paid out upon retirement as described above under “—Pension Benefits.”

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Nonqualified deferred compensation (Restoration Plan, SESP and DEC)—Upon termination of employment for any reason, participants in the Restoration Plan and the SESP (or their beneficiaries, in the event of death) receive a lump-sum payment of their vested account balance, reduced, in the case of the SESP, so that the sum of the benefits payable under the SESP and the SERP do not exceed the value of the SERP benefit that would have been received had the SERP not been frozen as of December 31, 2009. Upon termination of employment for any reason, a participant’s DEC account balance will be paid to the participant (or, in the case of the participant’s death, to the participant’s beneficiary) according to the deferral and payment elections then in effect. Upon a change in control of the Company, a participant’s entire DEC account balance will be paid to the participant in a single lump sum.

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1.

Each of the named executive officers, other than Mr. Thompson, was eligible to retire as of December 28, 2014. Accordingly, payments to them upon any termination or resignation, including, except in the case of Mr. Follo, following a change in control, would be the same as upon retirement as set forth under “Death, Disability or Retirement.” In the case of Mr. Follo, upon a change in control and a termination following a change in control, he would receive the additional nonqualified deferred compensation described below in footnote 6.

2.	See footnote 7 for an explanation of the amounts shown for Mr. Thompson under “Change in Control” and “Termination Upon Change in Control.”

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•	any person or group acquires Company stock that, together with stock they already hold, equals 50% or more of the fair market value of the Company’s outstanding common stock or that has the ability to elect 50% or more of the Company’s directors;

•	a majority of the Company’s directors are replaced during any 12-month period by directors who were not endorsed by a majority of the existing directors; or

•	any person or group acquires Company assets during any 12-month period that have a total fair market value equal to 40% or more of the total fair market value of all the Company’s assets immediately before the acquisition, except in certain limited circumstances described in the DEC.

•	if a person or group (other than a permitted holder) obtains the right or ability to elect or designate for election at least a majority of the Board; or

•

upon the consummation of any share exchange, consolidation or merger of the Company pursuant to which the Company’s common stock will be converted into cash, securities or other property or any sale, lease or other transfer of the consolidated assets of the Company and its subsidiaries substantially as an entirety; provided, however, that any such share exchange, consolidation or merger will not be a change of control if holders of the Company’s common stock immediately prior to such transaction collectively own, directly or indirectly, more than 50% of all classes of common equity of the continuing or surviving corporation or transferee or the parent thereof immediately after such transaction in substantially the same proportion as such ownership immediately prior to such share exchange, consolidation or merger.

•	if a person or group (other than descendants of Iphigene Ochs Sulzberger) obtains the right or ability to elect or designate for election a majority of the Company’s Board; or

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upon the consummation of any share exchange, consolidation or merger of the Company pursuant to which the Company’s common stock will be converted into cash, securities or other property, or any sale, lease or other transfer of the consolidated assets of the Company and its subsidiaries substantially as an entirety; provided, however, that any such share exchange, consolidation or merger will not be a change in control if holders of the Company’s common stock immediately prior to such transaction collectively own, directly or indirectly, more than 50% of all classes of common equity of the continuing or surviving corporation or transferee or the parent thereof immediately after such transaction in substantially the same proportion as such ownership immediately prior to such share exchange, consolidation or merger.

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3.

See footnote 7 for an explanation of the amounts shown for “Annual and long-term performance awards” for Mr. Thompson. For each other named executive officer, the amounts shown under each column other than “Change in Control,” represent, in the case of awards paid in February 2015, the actual amounts paid, and in the case of long-term performance awards payable in future years, a prorated portion of the target amounts (two-thirds of target for the 2013-2015 cycle and one-third of target for the 2014-2016 cycle). Actual payments of such ongoing long-term performance awards would be made at the end of the relevant performance period and would depend on the Company’s achievement of the applicable targets.

4.

See footnote 7 for an explanation of the amounts shown for “Stock options” for Mr. Thompson. The amounts shown for “Stock options” for each other named executive officer and the amounts shown for “Restricted stock units” for all named executive officers under each column other than “Change in Control,” represent the in-the-money value of unexercisable stock options and restricted stock units that would become exercisable and/or deliverable in shares upon retirement, death or disability of the named executive officer, based on the Company’s closing stock price on December 26, 2014 ($13.58), the last trading day of our 2014 fiscal year.

5.	The amounts shown represent the actuarial present value of the aggregate anticipated annual payments under the Pension Plan and the SERP assuming retirement at December 28, 2014, based on the following anticipated annual payments:

6.

The amounts shown represent the sum of the named executive officer’s DEC account balance, if any, Restoration Plan account balance and vested SESP account balance. In the case of the Restoration Plan, the assumed account balances of the named executive officers other than Mr. Thompson reflect a credit for 2014 through December 28, 2014, to be made in 2015. Because Mr. Thompson is not yet eligible to retire, he would not be entitled to the Restoration Plan credit in the event of a termination on December 28, 2014, other than in the case of death.

7.

See “—Employment Agreement with Mark Thompson” for a description of the terms of Mr. Thompson’s Sign-On Performance Stock and Sign-On Options. The table assumes that a termination was without Cause (upon a termination for “Cause,” he would not be entitled to any compensation) and that a resignation was not for “Good Reason.” Upon a resignation for “Good Reason,” Mr. Thompson would be entitled to the same compensation as would be the case upon a termination without “Cause.”

•	The amount shown for “Annual and long-term performance awards” represents a prorated portion of the target value of Mr. Thompson’s Sign-On Performance Stock. The actual value of his Sign-On Performance Stock would be determined as of November 30, 2015, the end of the performance period.

•	The amount shown for “Stock options” represents the in-the-money value of a prorated portion of Mr. Thompson’s unexercisable Sign-On Options that would become exercisable, based on the Company’s closing stock price on December 26, 2014 ($13.58), the last trading day of our 2014 fiscal year.

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The amount shown for “Severance benefits” represents (i) an amount, payable under the Employment Agreement, equal to 1.25 times the sum of Mr. Thompson’s annual base salary ($1 million) and target incentive award ($1 million), (ii) the amount of the 2014 annual incentive award paid out in February 2015, and (iii) reimbursements for the actual cost of COBRA coverage in excess of the amount that similarly situated active employees pay for the same levels of coverage.

•

The amount shown for “Annual and long-term performance awards” represents the amount of the 2014 annual incentive award paid out in February 2015 and a prorated portion of the target value of his 2013-2015 and 2014-2016 long-term performance awards. The actual value of these long-term performance awards would be determined at the end of the relevant performance period based on the Company’s achievement of the applicable targets. Payout would be made at the end of the performance period.

•	The amount shown for “Stock options” represents the in-the-money value of Mr. Thompson’s unexercisable Sign-On Options that would become exercisable, based on the Company’s closing stock price on December 26, 2014 ($13.58), the last trading day of our 2014 fiscal year.

•	The amount shown for “Severance benefits” represents reimbursements for the actual cost of COBRA coverage in excess of the amount that similarly situated active employees pay for the same levels of coverage.

•	The amount shown for “Annual and long-term performance awards” represents the target value of Mr. Thompson’s Sign-On Performance Stock, in addition to a partial payout of the 2013-2015 and 2014-2016 long-term performance awards, calculated as described in footnote 2.

•	The amount shown for “Severance benefits” are as described above, under the “Termination” column.

•	“Change in Control” for purposes of the Employment Agreement is used as defined in the 2010 Incentive Plan.

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“Cause” shall mean any of the following events: (i) Mr. Thompson’s willful misconduct or gross negligence with regard to the Company or in the performance of his duties to the Company; (ii) his failure to attempt in good faith to perform his duties or his failure to follow the lawful directives of the Board (other than as a result of death or a physical or mental incapacity) which failure is not cured within five days of written notice; (iii) his indictment (or equivalent) for, conviction of, or pleading of guilty or nolo contendere to, a felony or any crime involving moral turpitude; (iv) his performance of any act of theft, fraud, malfeasance or dishonesty (other than good faith expense account disputes) in connection with the Company or performance of his duties to the Company; (v) a material breach by him of the Employment Agreement or any other written agreement with the Company which is not cured within 10 days of written notice; (vi) his willful misconduct which the Board determines in its good faith judgment has or could have an adverse

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“Disability” shall mean any of the following: (i) the meaning ascribed to such term (or a similar term) in the long-term disability plan sponsored by the Company in which Mr. Thompson is eligible to participate from time to time; (ii) his absence from work due to his physical or mental incapacity for a period of at least 180 days during any 365-day period (whether or not consecutive, and including weekends and holidays); or (iii) in the good faith determination of the Board, he is reasonably expected to be absent from work due to his physical or mental incapacity for a period of at least 180 consecutive days.

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“Good Reason” shall mean the occurrence of any of the following events, without Mr. Thompson’s express written consent, unless such events are fully corrected in all material respects by the Company within thirty (30) days following written notification by him to the Company that he intends to terminate his employment at the end of such 30-day period for one of the following reasons: (i) material diminution in his then current base salary (other than across-the-board diminutions applicable to generally all named executive officers); (ii) material diminution in his duties, authorities or responsibilities (other than temporarily while physically or mentally incapacitated or as required by applicable law); (iii) a requirement that he report to a person other than the Board or the (Executive) Chairman; (iv) the relocation of his primary work location by more than 50 miles from its then current location; or (v) a material breach by the Company of the Employment Agreement or any other written agreement with him.

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•	to drive performance through the achievement of short-term and long-term objectives;

•	to link our executives’ total compensation to the interests of our stockholders and to drive the creation of value for stockholders over the long term; and

•	to enable us to attract, retain and motivate the highest caliber of executives by offering competitive compensation and rewarding superior performance.

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