Delaware
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26-0075658
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(State or other jurisdiction of
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(IRS Employer
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incorporation)
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Identification No.)
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Mr. Klein is also entitled to participate in any profit-sharing, pension, group medical, sick-leave, dental, disability and life insurance, pension and welfare or other similar benefit plans, programs and benefits (including, without limitation, all plans and programs providing fringe benefits or perquisites) made generally available to all other senior executives of the Company in the Office of the Chairman. The Agreement also provides Mr. Klein with a car allowance of $1,200 per month.
Pursuant to the terms of the Agreement, if Mr. Klein's employment is terminated by the Company for cause (as defined in the Agreement), Mr. Klein is entitled to receive his base salary through the date of termination and any Annual Bonus payable but not yet paid with respect to any fiscal year prior to the date of termination.
In the case of death or disability, Mr. Klein or his beneficiary is entitled to receive his base salary for a period of one year following the date of termination and, within 10 days following the date of termination, (i) any Annual Bonus payable but not yet paid with respect to any fiscal year prior to the date of termination and (ii) a pro rata portion of the Annual Bonus Mr. Klein would have earned for the fiscal year of such termination had no termination occurred. The Company will also continue to provide Mr. Klein's surviving spouse and eligible dependents with NAI health and welfare benefits (including, without limitation, medical, dental and vision benefits) on the same terms and conditions as apply to the highest paid group of executives at NAI or the Company.
If NAI terminates Mr. Klein's employment for reasons other than cause, death or disability, or if Mr. Klein terminates his employment as permitted under the Agreement, Mr. Klein is entitled to receive through January 1, 2016 the compensation and other payments and Benefits (as defined in the Agreement) in the same manner as though he continued to be employed under the Agreement. For this purpose, compensation will include an annual bonus equal to the average of the two immediately preceding Annual Bonuses paid to Mr. Klein prior to his termination provided that (i) if an Annual Bonus had not been determined or paid to Mr. Klein, he is entitled receive an amount equal to the Annual Bonus Target or (ii) if an Annual Bonus had been determined for only the immediately preceding year, he is entitled to receive an amount equal to the average of such Annual Bonus and the Annual Bonus Target. In addition, Mr. Klein is entitled to receive continued medical, disability, dental and life insurance coverage for himself and his eligible dependents through January 1, 2016 unless such benefits are provided to Mr. Klein by another employer. Mr. Klein is also entitled to receive the number of months of age and service credit for all purposes under all defined benefit plans of NAI equal to the number of months and fractional months remaining until January 1, 2016 subject to certain conditions contained in the Agreement.
Mr. Klein's appointment to the Board of Directors was effective as of January 3, 2011. As previously disclosed, Mr. Klein will not receive any additional compensation for his service as a member of the Company's Board of Directors.
This Amendment No. 1 is being filed solely to amend item 5.02 of the Current Report on Form 8-K, "Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers," to reflect Mr. Klein's new employment agreement.
News Corporation
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Date: January 04, 2011
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By:
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/s/ Lawrence A. Jacobs
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Lawrence A. Jacobs
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Senior Executive Vice President and Group General Counsel
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