{"id":38822,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employee-stock-option-plan-knight-ridder-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employee-stock-option-plan-knight-ridder-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employee-stock-option-plan-knight-ridder-inc.html","title":{"rendered":"Employee Stock Option Plan &#8211; Knight-Ridder Inc."},"content":{"rendered":"<pre>\n\n                               KNIGHT-RIDDER, INC.\n\n                           EMPLOYEE STOCK OPTION PLAN\n\n                      (As amended through October 24, 2000)\n\n\n1.       PURPOSE\n\n                  The purpose of this Stock Option Plan (hereinafter referred to\nas the \"Plan\") is to attract and retain key employees of Knight-Ridder, Inc.\n(hereinafter referred to as the \"Company\") and its subsidiaries, by the grant of\noptions and stock appreciation rights.\n\n                  \"Subsidiaries\" as used herein shall mean corporations (other\nthan Knight-Ridder, Inc.) or partnerships in an unbroken chain of corporations\nand\/or partnerships beginning with Knight-Ridder, Inc. if, at the time of the\ngranting of the option or stock appreciation right, each of the corporations and\npartnerships other than the last corporation or partnership in the unbroken\nchain owns stock possessing 50% or more of the total combined voting power of\nall classes of stock in a corporation in such chain or at least a 50%\npartnership interest in such chain.\n\n                  The term \"fair market value\" of a share of common stock as of\nany date shall be the mean between the highest and lowest sales price of a share\nof common stock on the date in question as reported on the composite tape for\nissues listed on the New York Stock Exchange. If no transaction was reported on\nthe composite tape in the common stock on such date, the prices used shall be\nthe prices reported on the nearest day preceding the date in question. If the\ncommon stock is not then quoted on the composite tape, \"fair market value\" shall\nbe the closing sales price or the mean between the closing bid and asked prices\non the date in question, as applicable, as furnished by any member firm of the\nNew York Stock Exchange selected from time to time for that purpose by the\nCompensation Committee.\n\n                                                                               2\n\n                  The term \"incentive stock option\" shall mean an option\ndescribed in Section 422(b) of the Internal Revenue Code of 1986, as amended.\n\n2.       ADMINISTRATION OF THE PLAN\n\n                  The Plan shall be administered by a committee as appointed\nfrom time to time by the Board of Directors of the Company, which committee\nshall consist of not less than three (3) members of such Board of Directors, all\nof whom shall be \"nonemployee directors\" within the meaning of Rule 16b-3\npromulgated under the Securities Exchange Act of 1934. Said committee shall be\ncalled the \"Compensation Committee.\"\n\n                  In administering the Plan, the Compensation Committee may\nadopt rules and regulations for carrying out the Plan. The interpretation and\ndecision with regard to any question arising under the Plan made by the\nCommittee shall, unless overruled or modified by the Board of Directors of the\nCompany, be final and conclusive on all employees of the Company and its\nsubsidiaries participating or eligible to participate in the Plan.\n\n3.       STOCK\n\n                  The stock which may be issued and sold pursuant to the\nexercise of options or stock appreciation rights granted under the Plan may be\nauthorized and unissued common stock or shares of common stock reacquired by the\nCompany and held in treasury of a total number not exceeding 39,200,000 shares.\n\n                                                                               3\n\n                  The shares deliverable under the Plan shall be fully paid and\nnonassessable shares. Any shares, in respect of which an option is granted under\nthe Plan which shall have for any reason expired or terminated, may be again\nallotted under the Plan. Any shares covered by options which have been canceled\nby reason of the exercise of related stock appreciation rights as provided in\nthe immediately following paragraph or which are used to exercise other options\nor to satisfy tax withholding obligations shall not be available for other\noptions under the Plan.\n\n                  The exercise of options with respect to which stock\nappreciation rights shall have been granted shall cause a corresponding\ncancellation of such stock appreciation rights, and the exercise of stock\nappreciation rights issued in respect of options shall cause a corresponding\ncancellation of such options.\n\n                  Each option and stock appreciation right granted under the\nPlan shall be subject to the requirement and condition that if the Board of\nDirectors shall determine that the listing, registration or qualification upon\nany securities exchange or under any state or federal law, or the approval or\nconsent of any governmental body is necessary or desirable as a condition of\ngranting such option or stock appreciation right, or the issue or purchase of\nany shares thereunder, then no such option or stock appreciation right may be\nexercised in whole or in part unless or until such listing, registration,\nqualification, approval or consent has been obtained, free of any conditions\nwhich are not acceptable to the Board of Directors of the Company.\n\n4.       ELIGIBILITY\n\n                  Options and stock appreciation rights will be granted only to\npersons who are employees of the Company and its subsidiaries (including\nofficers and directors except for persons acting as directors only). The\nCompensation and Corporate Governance Committee of the Board of Directors of the\nCompany shall determine in its sole discretion the employees to be granted\noptions, the number of shares subject to each option, the employees to be\n\n                                                                               4\n\ngranted stock appreciation rights and the options with respect to which such\nstock appreciation rights shall be granted. Subject to the provisions of Section\n13 of the Plan, the maximum number of shares with respect to which options or\nstock appreciation rights, or a combination thereof, may be granted under the\nPlan to any person in any calendar year is 300,000.\n\n5.       PRICE\n\n                  The purchase price under each option shall be determined by\nthe Compensation Committee subject to approval by the Board of Directors of the\nCompany, but such price shall not be less than one hundred percent (100%) of the\nfair market value of the common stock at the time such option is granted.\n\n6.       THE PERIOD OF THE OPTION AND THE EXERCISE OF THE SAME\n\n                  Each option granted under the Plan shall expire no later than\nten (10) years from the date such option is granted, but the Compensation\nCommittee may prescribe a shorter period for any individual option or options.\n\n                  The shares subject to the option may be purchased from time to\ntime during the option period, subject to any waiting period or vesting schedule\nthe Compensation Committee may specify for any individual option or options.\n\n                  In order to exercise the option or any part thereof, the\nemployee shall give notice in writing to the Company of his or her intention to\npurchase all or part of the shares subject to the option, and in said notice the\nemployee shall set forth the number of shares as to which he or she desires to\nexercise such option, and shall pay for such shares at the time of exercise of\nsuch option. Such payment may be made in such manner as the Compensation\nCommittee may specify, which may include cash, delivery to the Company of shares\nof common stock of the Company, delivery of proceeds of the sale of the option\n\n                                                                               5\n\nshares by the Company's designated broker on behalf of the employee, and any\nother manner permitted by law specified by the Committee. At the time of\ngranting an option, the Committee may impose conditions on the right to exercise\nan option.\n\n                  Except as specified in Sections 10 and 11 below, no option may\nbe exercised except by the Optionee personally while the Optionee e is in the\nemploy of the Company or its subsidiaries.\n\n                  No Optionee or his or her legal representative, legatees or\ndistributees, as the case may be, shall be or have any of the rights and\nprivileges of a shareholder of the Company by reason of such option unless and\nuntil the shares are issued to him or her under the terms of the Plan.\n\n7.       MERGER; REORGANIZATION; ACCELERATION\n\n                  In the event that the Company is a party to a merger or other\nreorganization, outstanding Options shall be subject to the agreement of merger\nor reorganization. Such agreement may provide, without limitation, for the\nassumption of outstanding Options by the surviving corporation, or a parent or\nsubsidiary of such corporation (\"Successor Corporation\"), for their continuation\nby the Company (if the Company is a surviving corporation), for accelerated\nvesting or for their cancellation with or without consideration, in all cases\nwithout the consent of the Optionee.\n\n                  Upon a Change in Control, all Options granted under the Plan\nand held by Optionees whose employment with the Company has not terminated shall\nvest and become exercisable as to all Shares subject to such Option in\naccordance with the following provisions:\n\n                                                                               6\n\n                  (i)   If any of the Optionee's outstanding Options are assumed\n         or an equivalent option is substituted by a Successor Corporation, or\n         if any of the Optionee's outstanding Options are continued by the\n         Company (if the Company is a surviving corporation), then the entire\n         unvested portion of any Option shall remain subject to the vesting\n         schedule in effect for such Option immediately prior to the Change in\n         Control; UNLESS, within one year of the Change in Control, (A) the\n         Optionee is terminated without cause (as provided in Section 10), or\n         (B) the Optionee Resigns for Good Reason, in which case, the entire\n         unvested portion of any Option shall be deemed to have vested and\n         become fully exercisable immediately prior to any such termination or\n         resignation.\n\n                  (ii)  If any of the Optionee's outstanding options are not\n         assumed or an equivalent option is not substituted by the Successor\n         Corporation, and if any of the Optionee's outstanding Options are not\n         continued by the Company (if the Company is a surviving corporation),\n         all of the then unvested portion of the Option shall be deemed to have\n         vested immediately prior to the Change in Control.\n\n                  \"Change in Control\" means the occurrence of any of the\nfollowing:\n\n                  (i)   The consummation of a merger or consolidation of the\n         Company with or into another entity or any other corporate\n         reorganization, if more than 65% of the combined voting power of the\n         continuing or surviving entity's securities outstanding immediately\n\n                                                                               7\n\n         after such merger, consolidation or other reorganization is owned by\n         persons who were not stockholders of the Company immediately prior to\n         such merger, consolidation or other reorganization;\n\n                  (ii)  The sale, transfer or other disposition of all or \n         substantially all of the Company's assets;\n\n                  (iii) A change in the composition of the Board of Directors of\n         the Company, as a result of which fewer that one-half of the incumbent\n         directors are directors who either (i) had been directors of the\n         Company on the date 24 months prior to the date of the event that may\n         constitute a Change in Control (the \"original directors\") or (ii) were\n         elected, or nominated for election, to the Board with the affirmative\n         votes of at least a majority of the aggregate of the original directors\n         who were still in office at the time of the election or nomination and\n         the directors whose election or nomination was previously so approved;\n         or\n\n                  (iv)  Any transaction as a result of which any person is the\n         \"beneficial owner\" (as defined in Rule 13d-3 under the Securities\n         Exchange Act of 1934), directly or indirectly, of securities of the\n         Company representing at least 20% of the total voting power represented\n         by the Company's then outstanding voting securities. For purposes of\n         this subparagraph, the term \"person\" shall have the same meaning as\n         when used in sections 13(d) and 14(d) of the Securities Exchange Act of\n         1934 but shall exclude:\n\n                                                                               8\n\n                  (A)   trustee or other fiduciary holding securities under an\n                  employee benefit plan of the Company or a subsidiary of the\n                  Company; and\n\n                  (B)   corporation owned directly or indirectly by the\n                  shareholders of the Company in substantially the same\n                  proportions as their ownership of the common stock of the\n                  Company.\n\n                  A transaction shall not constitute a Change in Control if its\n                  sole purpose is to change the state of the Company's\n                  incorporation or to create a holding company that will be\n                  owned in substantially the same proportions by the persons who\n                  held the Company's securities immediately before such\n                  transactions.\n\n                  \"Resignation for Good Reason\" means the Optionee's resignation\ndue to (i) a material diminution of Optionee's duties without Optionee's\nconsent, (ii) a diminution of Optionee's base salary in effect immediately prior\nto a Change in Control, or (iii) a requirement that Optionee's commute distance\nincrease by more than fifty (50) miles without Optionee's\nconsent.Notwithstanding the above provisions of this Section 7, if any agreement\nbetween the Optionee and the Company provides greater rights to the Optionee\nthan does this Section 7 upon the occurrence of one or more of the events\ndescribed in this Section 7, the provisions of such other agreement shall govern\nand shall supersede this Section 7.\n\n                                                                               9\n\n8.       PROVISIONS REGARDING STOCK APPRECIATION RIGHTS\n\n                  A stock appreciation right granted under the Plan shall\nentitle the holder thereof to receive from the Company, upon surrender of the\nrelated option, payment of an amount, in cash, shares of common stock or a\ncombination thereof, as determined by the Compensation Committee, equal in value\nto (A) the excess of the fair market value of a share of common stock on the\ndate the stock appreciation right is exercised over the option price provided\nfor in the related option, multiplied by (B) the number of shares with respect\nto which the stock appreciation right was exercised. A stock appreciation right\nshall be exercisable during the period commencing on a date specified by the\nCompensation Committee and ending on the date on which the related option\nexpires or is earlier canceled or terminated. Notwithstanding the preceding\nsentence, the Compensation Committee may provide for the grant of a stock\nappreciation right which may be exercised only within a sixty-day period\nfollowing certain events specified by the Compensation Committee in the grant of\nsuch stock appreciation right. Moreover, the Compensation Committee may provide\nthat such stock appreciation right shall be payable only in cash and that, in\naddition to payment of the amount otherwise due upon exercise of such stock\nappreciation right, the holder thereof shall receive (unless such stock\nappreciation right is in tandem with an incentive stock option), an amount equal\nto the excess of the highest price paid for a share of common stock in the open\nmarket or otherwise over the sixty-day period prior to exercise over the fair\nmarket value of a share of common stock on the date the stock appreciation right\nis exercised.\n\n                  In order to exercise the stock appreciation right or any part\nthereof, the employee shall give notice in writing to the Company of his or her\nintention to exercise such right, and in said notice the employee shall set\n\n                                                                              10\n\nforth the number of shares as to which such employee desires to exercise the\nstock appreciation right, provided that such right may not be exercised with\nrespect to a number of shares in excess of the number for which the related\noption could then be exercised. Any limitations on the right to exercise the\nrelated option shall also apply to the stock appreciation right.\n\n                  No holder of a stock appreciation right or such holder's legal\nrepresentatives, legatees or distributees, as the case may be, shall be or have\nany of the rights and privileges of a shareholder of the Company by reason of\nsuch stock appreciation right unless and until the shares are issued to such\nholder under the terms of the Plan.\n\n9.       NON-TRANSFERABILITY OF OPTION AND STOCK APPRECIATION RIGHT\n\n                  No option or stock appreciation right granted under the Plan\nto an employee shall be transferred by him or her otherwise than by will or by\nthe laws of descent and distribution, and such option or stock appreciation\nright shall be exercisable during the employee's lifetime only by him or her.\n\n10.      TERMINATION OF EMPLOYMENT\n\n                  All options granted less than one year before an Optionee's\ntermination of employment shall terminate immediately upon such Optionee's\ntermination of employment. The remaining provisions of this Section 10 shall\napply to options granted one year or more before an Optionee's termination of\nemployment.\n                  Except as provided below, if an Optionee shall cease to be\nemployed by the Company or one of its subsidiaries, as the case may be, for any\nreason other than death, disability or retirement pursuant to a retirement plan\nof the Company or one of its subsidiaries, any option theretofore granted to the\nOptionee which has not been exercised shall forthwith cease and terminate. The\n\n                                                                              11\n\nCompensation Committee may provide in the grant of any option or in an amendment\nof such grant that in the event of any such termination of employment (except\ntermination for \"cause\" as defined below), such option shall be exercisable\n(solely to the extent it was exercisable on the date of the Optionee's\ntermination of employment) within the ninety days after the Optionee's\ntermination, but in no event after the expiration of the term of said option\nprescribed pursuant to Section 6.\n\n                  The Company or any of its subsidiaries shall have \"cause\" to\nterminate the Optionee's employment only on the basis of the Optionee's having\nbeen guilty of fraud, misappropriation, embezzlement or any other act or acts of\ndishonesty constituting a felony and resulting or intended to result directly or\nindirectly in a substantial gain or personal enrichment to the Optionee at the\nexpense of the Company or any of its subsidiaries. Notwithstanding the\nforegoing, the Optionee shall not be deemed to have been terminated for cause\nunless and until there shall have been delivered to the Optionee a copy of a\nresolution (i) duly adopted by three-quarters (3\/4) of the entire membership of\nthe Compensation Committee, or of the Board of Directors of the Company, at a\nmeeting called and held for such purpose after reasonable notice to the Optionee\nand an opportunity for the Optionee, together with the Optionee's counsel, to be\nheard before such Committee or Board, as the case may be, and (ii) finding that\nin the good faith opinion of such Committee or Board, as the case may be, the\nOptionee was guilty of conduct described in the preceding sentence of this\nparagraph and specifying the particulars of such conduct in detail. However, an\nOptionee's right to exercise his outstanding options shall automatically be\nsuspended from the moment the Optionee is notified that the Company has\ncommenced an investigation into whether there are grounds for terminating the\nOptionee's employment for \"cause\" until a determination has been made that no\nsuch grounds exist.\n\n                                                                              12\n\n                  In the case of an Optionee employed by any of the subsidiaries\nof the Company that were sold during 1997 or 1998 and whose employment with the\ngroup consisting of the Company and its subsidiaries ceased as a result of such\nsale, any option (other than an incentive stock option) theretofore granted to\nthe Optionee which has not been exercised as of the Optionee's termination of\nemployment shall become 100% vested and shall be exercisable within one (1) year\nafter the date of the subsidiary's sale by the Company, but in no event after\nthe expiration of the term of said option prescribed pursuant to Section 6.\n\n                  In the case of any Optionee employed at the Miami, Florida\nheadquarters of the Company at the time of the May 1998 announcement of the\nreorganization of the Company who terminates employment with the Company because\n(i) the Optionee's position is eliminated as a result of the reorganization or\n(ii) the Optionee declines employment at the Company's new headquarters in San\nJose, California, any option (other than an incentive stock option) theretofore\ngranted to the Optionee which has not been exercised as of the Optionee's\ntermination of employment shall become 100% vested and shall be exercisable\nwithin three (3) years following termination of employment, but in no event\nafter the expiration of the term of said option prescribed pursuant to Section\n6.\n\n11.      RETIREMENT, DISABILITY OR DEATH\n\n                  All options granted less than one year before an Optionee's\nretirement, disability, or death shall terminate immediately upon such\nOptionee's retirement, disability, or death. The remaining provisions of this\nSection 11 shall apply to options granted one year or more before an Optionee's\nretirement, disability, or death.\n\n                  In the event of the retirement of an Optionee pursuant to a\nretirement plan of the Company or one of its subsidiaries, as the case may be,\nthe options theretofore granted to the Optionee shall be exercisable during such\n\n                                                                              13\n\nperiod of time as the Compensation Committee shall specify in the option grant\neither at the time of grant or by amendment, which period shall not exceed the\nfirst to expire of: (i) one (1) year after the date of such retirement with\nrespect to incentive stock options, (ii) three (3) years after the date of such\nretirement for Optionees whose retirement date is prior to July 1, 1997, (iii)\nfive (5) years after the date of such retirement for Optionees whose retirement\ndate is on or after July 1, 1997, and (iv) the expiration of the term of said\noption prescribed pursuant to Section 6. Options not exercisable on the date of\nan Optionee's retirement shall continue to become exercisable during such period\nin accordance with the schedule specified by the Compensation Committee pursuant\nto Section 6; provided that no additional options shall become exercisable\nfollowing an Optionee's death.\n\n                  In the event of the disability or death of an Optionee while\nin the employ of the Company or one of its subsidiaries, or during the\npost-employment period referred to in the immediately preceding paragraph, the\noptions theretofore granted to him shall be exercisable during such period of\ntime as the Compensation Committee shall specify in the option grant either at\nthe time of grant or by amendment, which period shall not exceed the first to\nexpire of the following: (i) one (1) year after the date of such disability or\ndeath, with respect to incentive stock options, (ii) three (3) years after the\ndate of such disability if the date of such disability is prior to July 1, 1997,\n(iii) five (5) years after the date of such disability if the date of such\ndisability is on or after July 1, 1997, (iv) three (3) years after the date of\nsuch death, (v) the applicable post-retirement period as set forth in the\npreceding paragraph, and (vi) the expiration of the term of said option\nprescribed pursuant to Section 6. Options not exercisable on the date of an\nOptionee's termination of employment by reason of disability shall continue to\nbecome exercisable during such period in accordance with the schedule specified\nby the Compensation Committee pursuant to Section 6; provided that no additional\noptions shall become exercisable following an Optionee's death.\n\n                                                                              14\n\n                  Such option (or the related stock appreciation right) may only\nbe exercised by the personal representative of such decedent or by the person or\npersons to whom such employee's rights under the option shall pass by such\nemployee's Will or by the laws of Descent and Distribution of the state of such\nemployee's domicile at the time of death, and then only as and to the extent\nthat such employee was entitled to exercise the option on the date of death.\n\n12.      WRITTEN AGREEMENT\n\n                  Within a reasonable time after the date of grant of an option,\nan option and stock appreciation right, or a stock appreciation right related to\na previously granted option, a written agreement in a form approved by the\nCompensation Committee shall be duly executed and delivered to the Optionee.\n\n13.      ADJUSTMENT BY REASON OF RECAPITALIZATION, STOCK SPLITS,\n         STOCK DIVIDENDS, ETC.\n\n                  If, after the effective date of this Plan, there shall be any\nchanges in the common stock structure of the Company by reason of the\ndeclaration of stock dividends, recapitalization resulting in stock split-ups,\nor combinations or exchanges of shares by reason of merger, consolidation, or by\nany other means, then the number of shares available under the Plan, the shares\nsubject to any outstanding options, and the maximum number of shares with\nrespect to which options may be granted to any person shall be equitably and\nappropriately adjusted by the Board of Directors of the Company as in its sole\nand uncontrolled discretion shall seem just and reasonable in the light of all\nthe circumstances pertaining thereto.\n\n                                                                              15\n\n14.      RIGHT TO TERMINATE EMPLOYMENT\n\n                  The Plan shall not confer upon any employee any right with\nrespect to being continued in the employ of the Company and its subsidiaries or\ninterfere in any way with the right of the Company and its subsidiaries to\nterminate his or her employment at any time, nor shall it interfere in any way\nwith the employee's right to terminate his or her employment.\n\n15.      WITHHOLDING AND OTHER TAXES\n\n                  The Company or one of its subsidiaries shall have the right to\nwithhold from salary or otherwise or to cause an Optionee (or the executor or\nadministrator of the Optionee's estate or his legatees or distributees) to make\npayment of any Federal, State, or other (to the extent permitted by applicable\nlaw, rule or regulation) taxes required to be withheld with respect to any\nexercise of a stock option or a stock appreciation right. An Optionee may elect\nto have the withholding tax obligation or, if the Compensation Committee so\ndetermines, any additional tax obligation with respect to any exercise of a\nstock option or stock appreciation right satisfied by (a) having the Company or\none of its subsidiaries withhold shares otherwise deliverable to the Optionee\nwith respect to such exercise, or (b) delivering shares of common stock to the\nCompany.\n\n16.      AMENDMENT TO THE PLAN\n\n                  The Board of Directors shall have the right to amend, suspend\nor terminate the Plan at any time; provided, however, that no such action shall\naffect or in any way impair the rights of the holder of any option or stock\nappreciation right theretofore granted under the Plan; and provided further,\nthat unless first duly approved by the common shareholders of the Company\nentitled to vote thereon at a meeting (which may be the annual meeting) duly\ncalled and held for such purpose, no amendment or change shall be made in the\nPlan (a) increasing the total number of shares which may be purchased or\n\n                                                                              16\n\ntransferred upon exercise of options or stock appreciation rights under the Plan\nby all employees; (b) changing the minimum purchase price hereinbefore specified\nfor the optioned shares; (c) changing the maximum option period; (d) increasing\nthe amount that may be received upon exercise of a stock appreciation right; or\n(e) allowing a stock appreciation right to be exercised after the expiration\ndate of the related option.\n\n17.      EFFECTIVE DATE OF THE PLAN\n\n                  The Plan shall be effective as of February 24, 1971.\n\n18.      SAVINGS CLAUSE\n\n                  Each option and stock appreciation right shall be governed by\nthe terms of the Plan as in effect on the date of its grant unless the option or\nstock appreciation right is expressly amended to include one or more Plan\nprovisions adopted after the date of grant. The Compensation Committee shall\nhave authority to amend outstanding options to include any provisions permitted\nby the Plan as in effect at the time of such amendment.\n\n\n\n                               STOCK OPTION GRANT\n                            UNDER KNIGHT-RIDDER, INC.\n                           EMPLOYEE STOCK OPTION PLAN\n\n                                  -------------\n\n\n                  THIS STOCK OPTION GRANT dated ____________ __, ____ is made by\nKNIGHT-RIDDER, INC., hereinafter called the \"Company,\" to ______________,\nhereinafter called the \"Optionee.\"\n\n                  WITNESSETH, THAT:\n\n                  WHEREAS, the Company, by action of its shareholders, adopted\nand approved an Employee Stock Option Plan, effective February 24, 1971 and\nsubsequently amended by the shareholders or the Board of Directors or the\nExecutive Committee of the Board from time to time (the \"Plan\").\n\n                  WHEREAS, the purpose of the Plan is to enable the Company and\nits subsidiaries to attract and retain key employees.\n\n                  NOW THEREFORE, the Company hereby grants a non-qualified\noption under the Plan to the Optionee on the following terms and conditions:\n\n1.       AMOUNT OF STOCK SUBJECT TO OPTION:\n\n                  The Company hereby grants to the Optionee the right to\npurchase _______ shares of authorized and unissued Common Stock of the Company\nor shares reacquired by the Company and held in Treasury, which stock is to be\nissued by the Company upon the exercise of this option as hereinafter set forth.\nThis option shall NOT be an incentive stock option as defined in Section 422 of\nthe Internal Revenue Code.\n\n                                                                               2\n\n2.       PURCHASE PRICE\/TAXES:\n\n                  The purchase price per share for this option shall be\n________________ ($________), one hundred percent (100%) of the fair market\nvalue (as defined in the Plan) of the Common Stock at the time the option is\ngranted.\n\n                  Upon or before the exercise of this option or any part\nthereof, the Optionee will also be required to pay to the Company or make\narrangements satisfactory to the Company for the payment of the appropriate\namount of federal, state, local and foreign taxes required to be withheld in\nconnection with the exercise before the purchased shares will be issued. The\nOptionee shall have the right to satisfy applicable withholding obligations by\nhaving the Company withhold shares otherwise deliverable to the Optionee upon\nexercise of the option.\n\n3.       PERIOD OF OPTION AND EXERCISE THEREOF:\n\n                  (a) Subject to paragraph 5 below, one-third of the shares\nsubject to this option (rounded up to the nearest whole share) may be purchased\nat any time following the first anniversary of the date of this grant, an\nadditional one-third of the shares subject to this option (rounded up to the\nnearest whole share) may be purchased at any time following the second\nanniversary of the date of this grant, and the remaining shares subject to this\noption may be purchased at any time following the third anniversary of the date\nof this grant; provided, however, that in no event may any part of this option\nbe exercised following the ___ day of __________________, 200__.\n\n                  (b) In order to exercise this option or any part thereof, the\nOptionee shall give notice in writing to the Company of the Optionee's intention\nto purchase all or part of the shares subject to this option, and in said notice\n\n                                                                               3\n\nthe Optionee shall set forth the number of shares as to which he or she desires\nto exercise the option, and he or she shall pay for such shares in full at the\ntime of the exercise of such option. Such payment may be made in cash, through\nthe delivery to the Company of shares of common stock of the Company which the\nOptionee has owned for at least six months with a value equal to the total\noption price, or through a combination of cash and such shares, and any shares\nso delivered shall be valued at their fair market value on the date on which the\noption is exercised.\n\n                  Payment of the purchase price may also be made through the\ndelivery to the Company of the sale proceeds of all or part of the shares of\ncommon stock of the Company that are the subject of this option; provided that\nthe Optionee instructs the Company's designated broker (the \"Designated Broker\")\nto effect on the date such instruction is given to the Designated Broker (which\nshall be deemed to be the date of exercise) or as early as practicable\nthereafter the sale of such number of such shares \"at the market\" in a broker's\ntransaction (within the meaning of Section 4(4) of the Securities Act of 1933,\nas amended), the proceeds of which shall be at least equal to the purchase price\nof this option plus the amount of taxes required to be withheld plus transaction\ncosts. In accordance with these instructions, the Designated Broker shall sell\nsuch shares, deliver to the Company the portion of the proceeds of such sale\nwhich equals the purchase price of this option plus the amount of taxes required\nto be withheld and remit the remaining sale proceeds (net of transaction costs),\nto the Optionee.\n\n                  The notice of exercise must be delivered or, if mailed,\npostmarked on or before the date on which the right to exercise this option\nexpires. No shares shall be issued to the Optionee until final payment for said\nshares has been made, and the Optionee shall have none of the rights of a\nshareholder until said shares are issued to the Optionee.\n\n                                                                               4\n\n4.       NON-TRANSFERABILITY OF OPTION:\n\n                  This option is not transferable otherwise than by Will or by\nthe laws of descent and distribution, and this option shall be exercisable\nduring the Optionee's lifetime only by the Optionee.\n\n5.       TERMINATION OF EMPLOYMENT, RETIREMENT OR DEATH OF OPTIONEE:\n\n                  If the Optionee shall cease to be employed by the Company or\none of its subsidiaries, as the case may be, for any reason other than (1)\ndeath, disability, or retirement pursuant to a retirement plan of the Company or\none of its subsidiaries, or (2) the termination of the Optionee's employment for\n\"cause\" (as defined below) by the Company or one of its subsidiaries, this\noption, if not theretofore exercised, shall be exercisable only within three\nmonths after such termination, but in no event after the expiration of the term\nof this option set forth in paragraph 3 above. Notwithstanding the preceding\nsentence or any other provision of this option grant, if the Optionee's\ntermination of employment for any reason (including death, disability or\nretirement) occurs within one year of the date of grant of this option, the\noption shall terminate immediately upon the Optionee's termination of\nemployment. In each case where the option may be exercised for a period\nfollowing the Optionee's termination of employment other than termination by\nreason of the Optionee's retirement or disability, the option may be exercised\nduring such period solely to the extent it could have been exercised on the date\nof the Optionee's termination of employment.\n\n                  In the event that the Optionee's termination of employment is\nfor \"cause\", this option shall forthwith cease and terminate. The Company or any\nof its subsidiaries shall have cause to terminate the Optionee's employment only\n\n                                                                               5\n\non the basis of the Optionee's having been guilty of fraud, misappropriation,\nembezzlement or any other act or acts of dishonesty constituting a felony and\nresulting or intended to result directly or indirectly in a substantial gain or\npersonal enrichment to the Optionee at the expense of the Company or any of its\nsubsidiaries.\n\n                  Notwithstanding the foregoing, the Optionee shall not be\ndeemed to have been terminated for cause unless and until there shall have been\ndelivered to the Optionee a copy of a resolution (i) duly adopted by three\nquarters (3\/4) of the entire membership of the Compensation Committee of the\nBoard of Directors, or of the Board of Directors of the Company, at a meeting\ncalled and held for such purpose after reasonable notice to the Optionee and an\nopportunity for the Optionee, together with the Optionee's counsel, to be heard\nbefore such Committee or the Board of Directors of the Company, as the case may\nbe, and (ii) finding that in the good faith opinion of such Committee or the\nBoard of Directors of the Company, as the case may be, the Optionee was guilty\nof conduct described in the preceding sentence and specifying the particulars of\nsuch conduct in detail. However, the Optionee's right to exercise this option\nshall be automatically suspended from the moment the Optionee is notified that\nthe Company has commenced an investigation into whether there are grounds for\nterminating the Optionee's employment for \"cause\" until a determination has been\nmade that no such grounds exist.\n\n                  In the event of the retirement of the Optionee pursuant to a\nretirement plan of the Company or one of its subsidiaries, as the case may be,\nthis option shall be exercisable for five (5) years after the date of such\nretirement, but in no event after the expiration of the term of this option set\nforth in paragraph 3 above. Options not exercisable on the date of the\nOptionee's retirement shall continue to become exercisable during such period in\naccordance with the schedule set forth in paragraph 3(a), but no additional\noptions shall become exercisable following the Optionee's death.\n\n                                                                               6\n\n                  In the event of the disability or death of the Optionee while\nin the employ of the Company or one of its subsidiaries or during any\npost-employment period during which this option is otherwise exercisable under\nthe Plan and this grant, this option shall be exercisable at any time prior to\nthe expiration of the earliest of (i) five (5) years after the date of such\ndisability, (ii) three (3) years after the date of such death, (iii) five (5)\nyears after the date of the Optionee's retirement, and (iv) the end of the\notherwise applicable post-employment exercise period, but in no event after the\nexpiration of the term of this option set forth in paragraph 3 above. Options\nnot exercisable on the date of the Optionee's termination of employment by\nreason of disability shall continue to become exercisable during such period in\naccordance with the schedule set forth in paragraph 3(a), but no additional\noptions shall become exercisable following the Optionee's death.\n\n                  In the event of the Optionee's death, this option may only be\nexercised by the personal representative of the Optionee, or by the person or\npersons to whom the rights under this option have passed by the Optionee's Will\nor by the laws of descent and distribution of the state in which the Optionee\nwas domiciled at the time of the Optionee's death, and then this option may only\nbe exercised to the extent that the Optionee was entitled to exercise the same\nat the time of the Optionee's death.\n\n6.       CHANGE IN CAPITAL:\n\n                  If prior to the expiration of this option, there shall be any\nchanges in the Common Stock structure of the Company by reason of the\ndeclaration of stock dividends, recapitalization resulting in stock split-ups or\n\n                                                                               7\n\ncombinations or exchanges of shares by reason of merger, consolidation, or by\nany other means, then the number of shares subject to this option and the\npurchase price per share shall be equitably and appropriately adjusted by the\nBoard of Directors of the Company as in its sole and uncontrolled discretion\nshall seem just and reasonable in the light of all the circumstances pertaining\nthereto.\n\n7.       THE RIGHT TO TERMINATE EMPLOYMENT:\n\n                  This option shall not confer upon the Optionee any right with\nrespect to being continued in the employ of the Company and its subsidiaries or\ninterfere in any way with the right of the Company and its subsidiaries to\nterminate the Optionee's employment at any time, nor shall it interfere in any\nway with the right of the Optionee to terminate the Optionee's employment.\n\n8.       REGISTRATION AND OTHER REQUIREMENTS:\n\n                  This option is subject to the requirement and condition that\nif the Board of Directors of the Company shall determine that the listing,\nregistration or qualification upon any securities exchange or under any state or\nfederal law, or the approval or consent of any governmental body, or the\nOptionee's satisfaction of applicable tax withholding obligations or agreement\nwith respect to the disposition of the shares purchased hereunder is necessary\nor desirable as a condition to the issuance or purchase of any shares subject to\nthis option, then this option may not be exercised in whole or in part unless or\nuntil such listing, registration, qualification, approval, consent,\nsatisfaction, or agreement has been obtained, free of any conditions which are\nnot acceptable to the Board of Directors of the Company, and the sale and\ndelivery of stock hereunder is also subject to the above requirements and\nconditions.\n\n                                                                               8\n\n9.       INTERPRETATION OF STOCK OPTION GRANT:\n\n                  The interpretation and decision with regard to all questions\narising under the Plan or this stock option grant shall be made by the\nCompensation Committee of the Company's Board of Directors and, unless overruled\nor modified by the Board of Directors, shall be final and conclusive on the\nOptionee and the persons to whom the Optionee's rights under this option pass\nupon his or her death.\n\n\n\/s\/ POLK LAFFOON                            \/s\/ P. ANTHONY RIDDER\n--------------------------------            ------------------------------------\nPolk Laffoon                                P. Anthony Ridder\nVice President &amp; Secretary                  Chairman and Chief Executive Officer\nKNIGHT-RIDDER, INC.                         KNIGHT-RIDDER, INC.\n\n\n\n[October 24, 2000]<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7996],"corporate_contracts_industries":[9467],"corporate_contracts_types":[9539,9545],"class_list":["post-38822","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-knight-ridder-inc","corporate_contracts_industries-media__newspapers","corporate_contracts_types-compensation","corporate_contracts_types-compensation__esp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38822","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38822"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38822"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38822"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38822"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}