THE McCLATCHY COMPANY

EXHIBIT 10.25

CEO Version

2004 STOCK INCENTIVE PLAN

STOCK APPRECIATION RIGHTS AGREEMENT

THIS AGREEMENT, entered into as of , 200 , and between THE McCLATCHY COMPANY, a Delaware corporation (the “Company”) and (the “Grantee”),

W I T N E S S E T H:

WHEREAS, the Board of Directors of the Company has established the THE McCLATCHY COMPANY 2004 STOCK INCENTIVE PLAN in order to provide selected employees of the Company and its Subsidiaries with an award of stock appreciation rights (“SARs”); and

WHEREAS, the Committee has determined that it would be in the best interests of the Company and its shareholders to grant the SARs described in this Agreement to the Grantee as an inducement to enter into or remain in the service of the Company and as an incentive for extraordinary efforts during such service:

NOW, THEREFORE, it is agreed as follows:

SECTION 1. GRANT OF STOCK APPRECIATION RIGHTS.

(a) SARs. On the terms and conditions stated below, the Company hereby grants to the Grantee an award of SARs covering Shares, pursuant to which the Grantee shall be eligible for the payment described in Section 4(b) of this Agreement. The SAR Exercise Price for the SARs granted pursuant to this Agreement is $ per SAR, which is agreed to be 100% of the fair market value per Share of Stock on the Date of Grant.

(b) Stock Incentive Plan. The award of SARs is made granted pursuant to the Plan, a copy of which the Grantee acknowledges having received and read. The provisions of the Plan are incorporated into this Agreement by reference.

SECTION 2. NO TRANSFER OR ASSIGNMENT OF SARs.

Except as otherwise provided in this Agreement, the SARs and the rights and privileges conferred hereby shall not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to sale under execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the SARs, or of any right or privilege conferred hereby, contrary to the provisions hereof, or upon any attempted sale under any execution, attachment or similar process upon the rights and privileges conferred hereby, the SARs and the rights and privileges conferred hereby shall immediately become null and void.

SECTION 3. RIGHT TO EXERCISE.

(a) Vesting. These SARs shall become exercisable in installments only to the extent they have vested and only before they expire, as follows:


Date:	Percentage of Shares Exercisable:
March 1, 20	25	%
March 1, 20	50	%
March 1, 20	75	%
March 1, 20	100	%

The number of Shares determined by applying the applicable percentage shall be rounded to the nearest integer. The foregoing notwithstanding, the SARs shall become exercisable in full in the event that the Grantee ceases to be an Employee because of death, Total and Permanent Disability or retirement at any time when Grantee is 57 years of age or older. In the event that the Grantee ceases to be an Employee because of retirement when Grantee is 50 to 57 years of age, two additional installments (as set forth in the table above) shall become exercisable. No additional SARs will vest after your Service has terminated for any reason.

(b) Partial Exercise. No Partial Exercise of the SARs may be made for SARs pertaining to less than 100 Shares (without regard to adjustments).

(c) Acceleration upon Change of Control. Notwithstanding any contrary provision of the Plan or this Agreement, upon a Change of Control, Grantee shall be entitled to immediate 100% vesting of any unexpired outstanding SARs granted to him or her under this Agreement.

(d) Definition of Change of Control. For purposes of Section 3(c), “Change of Control” shall mean the occurrence of any of the following: (i) the sale, lease, conveyance or other disposition of all or substantially all of the Company’s assets to any “person” (as such term is used in Section 13(d) of the Securities Exchange Act of 1934, as amended), entity or group of persons acting in concert; (ii) any “person” or group of persons (other than any member of the McClatchy family or any entity or group controlled by one or more members of the McClatchy family) becoming the “beneficial owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company’s then outstanding voting securities; (iii) a merger or consolidation of the Company with any other corporation, other than a merger or consolidation that would

result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its controlling entity) at least 50% of the total voting power represented by the voting securities of the Company or such surviving entity (or its controlling entity) outstanding immediately after such merger or consolidation; (iv) a contest for the election or removal of members of the Board that results in the removal from the Board of at least 50% of the incumbent members of the Board, or (v) the occurrence of a “Rule 13e-3 transaction” as such term is defined in Rule 13e-3 promulgated under the Securities Exchange Act of 1934, as amended, or any similar successor rule.

SECTION 4. EXERCISE AND SETTLEMENT OF SARS PROCEDURES.

(a) Notice of Exercise. The Grantee or the Grantee’s representative may exercise the SARs by giving written notice to the Secretary of the Company pursuant to Section 10(d) in the form prescribed by the Company. The notice shall specify the election to exercise the SARs, the number of SAR shares for which it is being exercised, and whether Share withholding to pay taxes will be used. The notice shall be signed by the person or persons exercising the SARs. In the event that the SARs is being exercised by the representative of the Grantee, the notice shall be accompanied by proof satisfactory to the Company of the representative’s right to exercise the SARs.

(b) Issuance of Shares. After receiving a proper notice of exercise, the Company shall cause to be issued the whole number of shares of Stock whose value is an amount equal to the difference between the Fair Market Value (as such term is defined in the Plan) of a Share of Stock on the exercise date and the SAR Exercise Price, multiplied by the number shares covered by the of SARs being exercised. Fractional shares shall be paid in cash. After receiving a proper notice of exercise, the Company shall cause to be issued a certificate or certificates for the Shares for which the SARs has been exercised, registered in the name of the person exercising the SARs (or in the names of such person and his or her spouse as community property or as joint tenants with right of survivorship). The Company shall cause such certificate or certificates to be delivered to or upon the order of the person exercising the SARs.

SECTION 5. TERM AND EXPIRATION.

(a) Basic Term. These SARs shall in any event expire on the date 10 years after the Date of Grant.

(b) Termination of Service (Except by Death). Subject to Subsection (a) above, if the Grantee’s service as an Employee (“Service”) terminates for any reason, other than death, then his or her SARs shall expire on the earliest of the following occasions:

(i) The expiration date determined pursuant to Subsection (a) above;

(ii) The date three years after the termination of the Grantee’s Service, if the termination occurs on or after the earliest date when he or she is eligible for early or normal retirement under the McClatchy Retirement Plan;

(iii) The date three years after the termination of the Grantee’s Service, if the termination occurs because of his or her Total and Permanent Disability; or

(iv) The date 90 days after the termination of the Grantee’s Service, if the termination is not described in Paragraphs (ii) or (iii) above.

In the event that the Grantee dies after the termination of his or her Service but before the expiration of his or her SARs, all or part of such SARs may be exercised (prior to expiration) by the executors or administrators of the Grantee’s estate or by any person who has acquired such SARs directly from him or her by bequest or inheritance, but only to the extent that such SARs had become exercisable before his or her Service terminated or became exercisable as a result of the termination.

(c) Death of Grantee. If an Grantee dies while he or she is in Service, then his or her SARs shall expire on the earlier of the following dates:

(i) The expiration date determined pursuant to Subsection (a) above; or

(ii) The date three years after his or her death.

All or part of the Grantee’s vested SAR may be exercised at any time before the expiration of such vested SARs under the preceding sentence by the executors or administrators of his or her estate or by any person who has acquired such SARs directly from him or her by bequest or inheritance.

SECTION 6. LEGALITY OF INITIAL ISSUANCE.

No Shares shall be issued upon the exercise of the SARs unless and until the Company has determined that:

(a) It and the Grantee have taken any actions required to register the Shares under the Securities Act or to perfect an exemption from the registration requirements thereof;

(b) Any applicable listing requirement of any stock exchange on which Stock is listed has been satisfied; and

SECTION 7. NO REGISTRATION RIGHTS.

The Company may, but shall not be obligated to, register or qualify the sale of Shares under the Securities Act or any other applicable law. The Company shall not be obligated to take any affirmative action in order to cause the sale of Shares under this Agreement to comply with any law.

SECTION 8. RESTRICTIONS ON TRANSFER OF SHARES.

Regardless of whether the offering and sale of Shares under the Plan have been registered under the Securities Act or have been registered or qualified under the securities laws of any state, the Company may impose restrictions upon the sale, pledge or other transfer of such Shares (including the placement of appropriate legends on stock certificates) if, in the judgment of the Company and its counsel, such restrictions are necessary or desirable in order to achieve compliance with the provisions of the Securities Act, the securities laws of any state or any other law.

SECTION 9. ADJUSTMENT OF SHARES.

(a) General. In the event of a subdivision of the outstanding Stock, a declaration of a dividend payable in Shares, a declaration of a dividend payable in cash in an amount that has a material effect on the price of Shares, a combination or consolidation of the outstanding Stock (by reclassification or otherwise) into a lesser number of Shares, or a similar occurrence, the Committee shall make appropriate adjustments in one or both of (i) the number of Shares covered by this SARs Agreement or (ii) the SAR Exercise Price.

(b) Reorganization. In the event that the Company is a party to a merger or other reorganization, the SARs covered by this Agreement shall be subject to the agreement of merger or reorganization. Such agreement may provide, without limitation, for the assumption of this SARs grant by the surviving corporation or its parent, for its continuation by the Company (if the Company is a surviving corporation) or for settlement in cash.

(c) Reservation of Rights. Except as provided in this Section 9, the Grantee shall have no rights by reason of any subdivision or consolidation of shares of stock of any class, the payment of any stock dividend or any other increase or decrease in the number of shares of Stock of any class. Any issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number of Shares subject to this SARs Agreement or the SAR Exercise Price. The grant of these SARs shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, to merge or consolidate or to dissolve, liquidate, sell or transfer all or any part of its business or assets.

SECTION 10. MISCELLANEOUS PROVISIONS.

(a) Withholding Taxes. In the event that the Company determines that it is required to withhold foreign, federal, state or local tax as a result of the exercise of this the Grantee’s SARs, the Grantee, as a condition to the exercise of the SARs, shall make arrangements satisfactory to the Company to enable it to satisfy all withholding requirements. The Grantee shall also make arrangements satisfactory to the Company to enable it to satisfy any withholding requirements that may arise in connection with the disposition of Shares purchased by exercising the SARs. Satisfactory arrangements shall include delivery of previously owned shares and share withholding.

(b) Rights as a Shareholder. Neither the Grantee nor the Grantee’s representative shall have any rights as a shareholder with respect to any Shares subject to the SARs. The Grantee shall have rights as a shareholder with respect to the shares of Stock the Grantee receives in settlement of SARs that the Grantee exercises until such Shares have been issued in the name of the Grantee or the Grantee’s representative.

(c) No Employment Rights. Nothing in this Agreement shall be construed as giving the Grantee the right to be retained as an Employee. The Company reserves the right to terminate the Grantee’s service at any time and for any reason.

(d) Notice. Any notice required by the terms of this Agreement shall be given in writing and shall be deemed effective upon personal delivery or upon deposit with the United States Postal Service, by registered or certified mail with postage and fees prepaid and addressed to the party entitled to such notice at the address shown below such party’s signature on this Agreement, or at such other address as such party may designate by 10 days’ advance written notice to the other party to this Agreement.

(e) Consent to Electronic Delivery. The Company may choose to deliver certain statutory materials relating to the Plan in electronic form. By accepting the SARs, Grantee agrees that the Company may deliver the Plan prospectus and the Company’s annual report to the Grantee in electronic format. If at any time the Grantee prefers to receive paper copies of such documents, as the Grantee is entitled to, the Company will provide copies. Request for paper copies of such documents may be made to the Secretary of the Company at 000-000-0000 or xxxxxxx-xxxxxx@xxxxxxxxx.xxx.

(f) Entire Agreement. This Agreement and the Plan constitute the entire contract between the parties hereto with regard to the subject matter hereof.

(g) Choice of Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, as such laws are applied to contracts entered into and performed in such State.

SECTION 11. DEFINITIONS.

(a) “Agreement” shall mean this Stock Appreciation Rights Agreement.

(b) “Board” shall mean the Board of Directors of the Company, as constituted from time to time.

(d) “Committee” shall mean the committee described in Section 3 of the Plan.

(e) “Date of Grant” shall mean the date on which the Committee resolved to grant the SARs, which is the date as of which this Agreement is entered into.

(f) “Employee” shall mean any individual who is an employee (within the meaning of section 3401(c) of the Code and the regulations thereunder) of the Company or of a Subsidiary.

(g) “Plan” shall mean The McClatchy Company 2004 Stock Incentive Plan, as in effect on the Date of Grant.

(h) “SAR Exercise Price” shall mean the per share exercise price of a SAR, as specified in Section 1(a).

(i) “Securities Act” shall mean the Securities Act of 1933, as amended.

(j) “Share” shall mean one share of Stock, as adjusted in accordance with Section 9 (if applicable).

(k) “Stock” shall mean the Class A Common Stock of the Company.

(l) “Subsidiary” shall mean any corporation, if the Company and/or one or more other Subsidiaries own not less than 50% of the total combined voting power of all classes of outstanding stock of such corporation.

(m) “Total and Permanent Disability” shall mean that the Grantee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which has lasted, or can be expected to last, for a continuous period of not less than twelve months or which can be expected to result in death.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by its officer duly authorized to act on behalf of the Committee, and the Grantee has personally executed this Agreement.


THE McCLATCHY COMPANY

By
		Secretary

Company’s Address:

		0000 X Xxxxxx Xxxxxxxxxx, XX 00000


GRANTEE

By


Grantee’s Address:

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THE McCLATCHY COMPANY

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