McClatchy Company (MNI)

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.