KNIGHT RIDDER INC
EXHIBIT 10.1
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>ex10_1.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>

                                                                    Exhibit 10.1


                               KNIGHT-RIDDER, INC.

                           EMPLOYEE STOCK OPTION PLAN

                      (As amended through January 28, 2003)


1.       PURPOSE
         -------

                  The purpose of this Stock Option Plan (hereinafter referred to
as the "Plan") is to attract and retain key employees of Knight-Ridder, Inc.
(hereinafter referred to as the "Company") and its subsidiaries, by the grant of
options and stock appreciation rights.


                  "Subsidiaries" as used herein means entities directly or
indirectly controlled by the Company, as determined by the Compensation
Committee (as defined below).


                  The term "fair market value" of a share of common stock as of
any date shall be the mean between the highest and lowest sales price of a share
of common stock on the date in question as reported on the composite tape for
issues listed on the New York Stock Exchange. If no transaction was reported on
the composite tape in the common stock on such date, the prices used shall be
the prices reported on the nearest day preceding the date in question. If the
common stock is not then quoted on the composite tape, "fair market value" shall
be the closing sales price or the mean between the closing bid and asked prices
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on the date in question, as applicable, as furnished by any member firm of the
New York Stock Exchange selected from time to time for that purpose by the
Compensation Committee.

                  The term "incentive stock option" shall mean an option
described in Section 422(b) of the Internal Revenue Code of 1986, as amended.

2.       ADMINISTRATION OF THE PLAN
         --------------------------

                  The Plan shall be administered by a committee as appointed
from time to time by the Board of Directors of the Company, which committee
shall consist of not less than three (3) members of such Board of Directors, all
of whom shall be "nonemployee directors" within the meaning of Rule 16b-3
promulgated under the Securities Exchange Act of 1934. Said committee shall be
called the "Compensation Committee."

                  In administering the Plan, the Compensation Committee may
adopt rules and regulations for carrying out the Plan. The interpretation and
decision with regard to any question arising under the Plan made by the
Committee shall, unless overruled or modified by the Board of Directors of the
Company, be final and conclusive on all employees of the Company and its
subsidiaries participating or eligible to participate in the Plan.

3.       STOCK
         -----

                  The stock which may be issued and sold pursuant to the
exercise of options or stock appreciation rights granted under the Plan may be
authorized and unissued common stock or shares of common stock reacquired by the
Company and held in treasury of a total number not exceeding 43,200,000 shares.

                  The shares deliverable under the Plan shall be fully paid and
nonassessable shares. Any shares, in respect of which an option is granted under
the Plan which shall have for any reason expired or terminated, may be again
allotted under the Plan. Any shares covered by options which have been canceled
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by reason of the exercise of related stock appreciation rights as provided in
the immediately following paragraph or which are used to exercise other options
or to satisfy tax withholding obligations shall not be available for other
options under the Plan.

                  The exercise of options with respect to which stock
appreciation rights shall have been granted shall cause a corresponding
cancellation of such stock appreciation rights, and the exercise of stock
appreciation rights issued in respect of options shall cause a corresponding
cancellation of such options.

                  Each option and stock appreciation right granted under the
Plan shall be subject to the requirement and condition that if the Board of
Directors shall determine that the listing, registration or qualification upon
any securities exchange or under any state or federal law, or the approval or
consent of any governmental body is necessary or desirable as a condition of
granting such option or stock appreciation right, or the issue or purchase of
any shares thereunder, then no such option or stock appreciation right may be
exercised in whole or in part unless or until such listing, registration,
qualification, approval or consent has been obtained, free of any conditions
which are not acceptable to the Board of Directors of the Company.

4.       ELIGIBILITY
         -----------


                  Options and stock appreciation rights will be granted only to
persons who are employees of the Company and its subsidiaries (including
officers and directors except for persons acting as directors only); provided,
however, that options that are intended to qualify as "incentive stock options"
may be granted only to employees of the Company and employees of subsidiaries of
the Company that are corporations or partnerships in an unbroken chain of
corporations and/or partnerships beginning with the Company if, at the time of
the granting of such option, each of the corporations and partnerships other
than the last corporation or partnership in the unbroken chain owns stock
possessing 50% or more of the total combined voting power of all classes of
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                                                                               4


stock in a corporation in such chain or at least a 50% partnership interest in
such chain. The Compensation and Corporate Governance Committee of the Board of
Directors of the Company shall determine in its sole discretion the employees to
be granted options, the number of shares subject to each option, the employees
to be granted stock appreciation rights and the options with respect to which
such stock appreciation rights shall be granted. Subject to the provisions of
Section 13 of the Plan, the maximum number of shares with respect to which
options or stock appreciation rights, or a combination thereof, may be granted
under the Plan to any person in any calendar year is 300,000.

5.       PRICE
         -----

                  The purchase price under each option shall be determined by
the Compensation Committee subject to approval by the Board of Directors of the
Company, but such price shall not be less than one hundred percent (100%) of the
fair market value of the common stock at the time such option is granted.

6.       THE PERIOD OF THE OPTION AND THE EXERCISE OF THE SAME
         -----------------------------------------------------

                  Each option granted under the Plan shall expire no later than
ten (10) years from the date such option is granted, but the Compensation
Committee may prescribe a shorter period for any individual option or options.

                  The shares subject to the option may be purchased from time to
time during the option period, subject to any waiting period or vesting schedule
the Compensation Committee may specify for any individual option or options.

                  In order to exercise the option or any part thereof, the
employee shall give notice in writing to the Company of his or her intention to
purchase all or part of the shares subject to the option, and in said notice the
employee shall set forth the number of shares as to which he or she desires to
exercise such option, and shall pay for such shares at the time of exercise of
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                                                                               5


such option. Such payment may be made in such manner as the Compensation
Committee may specify, which may include cash, delivery to the Company of shares
of common stock of the Company, delivery of proceeds of the sale of the option
shares by the Company's designated broker on behalf of the employee, and any
other manner permitted by law specified by the Committee. At the time of
granting an option, the Committee may impose conditions on the right to exercise
an option.

                  Except as specified in Sections 10 and 11 below, no option may
be exercised except by the Optionee personally while the Optionee is in the
employ of the Company or its subsidiaries.

                  No Optionee or his or her legal representative, legatees or
distributees, as the case may be, shall be or have any of the rights and
privileges of a shareholder of the Company by reason of such option unless and
until the shares are issued to him or her under the terms of the Plan.

7.       MERGER; REORGANIZATION; ACCELERATION
         ------------------------------------

                  In the event that the Company is a party to a merger or other
reorganization, outstanding Options shall be subject to the agreement of merger
or reorganization. Such agreement may provide, without limitation, for the
assumption of outstanding Options by the surviving corporation, or a parent or
subsidiary of such corporation ("Successor Corporation"), for their continuation
by the Company (if the Company is a surviving corporation), for accelerated
vesting or for their cancellation with or without consideration, in all cases
without the consent of the Optionee.

                  Upon a Change in Control, all Options granted under the Plan
and held by Optionees whose employment with the Company has not terminated shall
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                                                                               6


vest and become exercisable as to all Shares subject to such Option in
accordance with the following provisions:

                  (i)      If any of the Optionee's outstanding Options are
         assumed or an equivalent option is substituted by a Successor
         Corporation, or if any of the Optionee's outstanding Options are
         continued by the Company (if the Company is a surviving corporation),
         then the entire unvested portion of any Option shall remain subject to
         the vesting schedule in effect for such Option immediately prior to the
         Change in Control; unless, within one year of the Change in Control,
         (A) the Optionee is terminated without cause (as provided in Section
         10), or (B) the Optionee Resigns for Good Reason, in which case, the
         entire unvested portion of any Option shall be deemed to have vested
         and become fully exercisable immediately prior to any such termination
         or resignation.

                  (ii)     If any of the Optionee's outstanding options are not
         assumed or an equivalent option is not substituted by the Successor
         Corporation, and if any of the Optionee's outstanding Options are not
         continued by the Company (if the Company is a surviving corporation),
         all of the then unvested portion of the Option shall be deemed to have
         vested immediately prior to the Change in Control.

                  "Change in Control" means the occurrence of any of the
following:

                  (i)      The consummation of a merger or consolidation of the
         Company with or into another entity or any other corporate
         reorganization, if more than 65% of the combined voting power of the
         continuing or surviving entity's securities outstanding immediately
<PAGE>

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         after such merger, consolidation or other reorganization is owned by
         persons who were not stockholders of the Company immediately prior to
         such merger, consolidation or other reorganization;

                  (ii)     The sale, transfer or other disposition of all or
         substantially all of the Company's assets;

                  (iii)    A change in the composition of the Board of Directors
         of the Company, as a result of which fewer that one-half of the
         incumbent directors are directors who either (i) had been directors of
         the Company on the date 24 months prior to the date of the event that
         may constitute a Change in Control (the "original directors") or (ii)
         were elected, or nominated for election, to the Board with the
         affirmative votes of at least a majority of the aggregate of the
         original directors who were still in office at the time of the election
         or nomination and the directors whose election or nomination was
         previously so approved; or

                  (iv)     Any transaction as a result of which any person is
         the "beneficial owner" (as defined in Rule 13d-3 under the Securities
         Exchange Act of 1934), directly or indirectly, of securities of the
         Company representing at least 20% of the total voting power represented
         by the Company's then outstanding voting securities. For purposes of
         this subparagraph, the term "person" shall have the same meaning as
         when used in sections 13(d) and 14(d) of the Securities Exchange Act of
         1934 but shall exclude:
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                                                                               8


                  (A)      trustee or other fiduciary holding securities under
                  an employee benefit plan of the Company or a subsidiary of the
                  Company; and

                  (B)      corporation owned directly or indirectly by the
                  shareholders of the Company in substantially the same
                  proportions as their ownership of the common stock of the
                  Company.

                  A transaction shall not constitute a Change in Control if its
                  sole purpose is to change the state of the Company's
                  incorporation or to create a holding company that will be
                  owned in substantially the same proportions by the persons who
                  held the Company's securities immediately before such
                  transactions.

         "Resignation for Good Reason" means the Optionee's resignation due to
(i) a material diminution of Optionee's duties without Optionee's consent, (ii)
a diminution of Optionee's base salary in effect immediately prior to a Change
in Control, or (iii) a requirement that Optionee's commute distance increase by
more than fifty (50) miles without Optionee's consent.

         Notwithstanding the above provisions of this Section 7, if any
agreement between the Optionee and the Company provides greater rights to the
Optionee than does this Section 7 upon the occurrence of one or more of the
events described in this Section 7, the provisions of such other agreement shall
govern and shall supersede this Section 7.
<PAGE>

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8.       PROVISIONS REGARDING STOCK APPRECIATION RIGHTS
         ----------------------------------------------

                  A stock appreciation right granted under the Plan shall
entitle the holder thereof to receive from the Company, upon surrender of the
related option, payment of an amount, in cash, shares of common stock or a
combination thereof, as determined by the Compensation Committee, equal in value
to (A) the excess of the fair market value of a share of common stock on the
date the stock appreciation right is exercised over the option price provided
for in the related option, multiplied by (B) the number of shares with respect
to which the stock appreciation right was exercised. A stock appreciation right
shall be exercisable during the period commencing on a date specified by the
Compensation Committee and ending on the date on which the related option
expires or is earlier canceled or terminated. Notwithstanding the preceding
sentence, the Compensation Committee may provide for the grant of a stock
appreciation right which may be exercised only within a sixty-day period
following certain events specified by the Compensation Committee in the grant of
such stock appreciation right. Moreover, the Compensation Committee may provide
that such stock appreciation right shall be payable only in cash and that, in
addition to payment of the amount otherwise due upon exercise of such stock
appreciation right, the holder thereof shall receive (unless such stock
appreciation right is in tandem with an incentive stock option), an amount equal
to the excess of the highest price paid for a share of common stock in the open
market or otherwise over the sixty-day period prior to exercise over the fair
market value of a share of common stock on the date the stock appreciation right
is exercised.

                  In order to exercise the stock appreciation right or any part
thereof, the employee shall give notice in writing to the Company of his or her
intention to exercise such right, and in said notice the employee shall set
forth the number of shares as to which such employee desires to exercise the
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stock appreciation right, provided that such right may not be exercised with
respect to a number of shares in excess of the number for which the related
option could then be exercised. Any limitations on the right to exercise the
related option shall also apply to the stock appreciation right.

                  No holder of a stock appreciation right or such holder's legal
representatives, legatees or distributees, as the case may be, shall be or have
any of the rights and privileges of a shareholder of the Company by reason of
such stock appreciation right unless and until the shares are issued to such
holder under the terms of the Plan.

9.       NON-TRANSFERABILITY OF OPTION AND STOCK APPRECIATION RIGHT
         ----------------------------------------------------------

                  No option or stock appreciation right granted under the Plan
to an employee shall be transferred by him or her otherwise than by will or by
the laws of descent and distribution, and such option or stock appreciation
right shall be exercisable during the employee's lifetime only by him or her.

10.      TERMINATION OF EMPLOYMENT
         -------------------------

                  All options granted less than one year before an Optionee's
termination of employment shall terminate immediately upon such Optionee's
termination of employment. The remaining provisions of this Section 10 shall
apply to options granted one year or more before an Optionee's termination of
employment.

                  Except as provided below, if an Optionee shall cease to be
employed by the Company or one of its subsidiaries, as the case may be, for any
reason other than death, disability or retirement pursuant to a retirement plan
of the Company or one of its subsidiaries, any option theretofore granted to the
Optionee which has not been exercised shall forthwith cease and terminate. The
Compensation Committee may provide in the grant of any option or in an amendment
of such grant that in the event of any such termination of employment (except
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termination for "cause" as defined below), such option shall be exercisable
(solely to the extent it was exercisable on the date of the Optionee's
termination of employment) within the ninety days after the Optionee's
termination, but in no event after the expiration of the term of said option
prescribed pursuant to Section 6.

                  The Company or any of its subsidiaries shall have "cause" to
terminate the Optionee's employment only on the basis of the Optionee's having
been guilty of fraud, misappropriation, embezzlement or any other act or acts of
dishonesty constituting a felony and resulting or intended to result directly or
indirectly in a substantial gain or personal enrichment to the Optionee at the
expense of the Company or any of its subsidiaries. Notwithstanding the
foregoing, the Optionee shall not be deemed to have been terminated for cause
unless and until there shall have been delivered to the Optionee a copy of a
resolution (i) duly adopted by three-quarters (3/4) of the entire membership of
the Compensation Committee, or of the Board of Directors of the Company, at a
meeting called and held for such purpose after reasonable notice to the Optionee
and an opportunity for the Optionee, together with the Optionee's counsel, to be
heard before such Committee or Board, as the case may be, and (ii) finding that
in the good faith opinion of such Committee or Board, as the case may be, the
Optionee was guilty of conduct described in the preceding sentence of this
paragraph and specifying the particulars of such conduct in detail. However, an
Optionee's right to exercise his outstanding options shall automatically be
suspended from the moment the Optionee is notified that the Company has
commenced an investigation into whether there are grounds for terminating the
Optionee's employment for "cause" until a determination has been made that no
such grounds exist.

                  In the case of an Optionee employed by any of the subsidiaries
of the Company that were sold during 1997 or 1998 and whose employment with the
group consisting of the Company and its subsidiaries ceased as a result of such
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                                                                              12


sale, any option (other than an incentive stock option) theretofore granted to
the Optionee which has not been exercised as of the Optionee's termination of
employment shall become 100% vested and shall be exercisable within one (1) year
after the date of the subsidiary's sale by the Company, but in no event after
the expiration of the term of said option prescribed pursuant to Section 6.

                  In the case of any Optionee employed at the Miami, Florida
headquarters of the Company at the time of the May 1998 announcement of the
reorganization of the Company who terminates employment with the Company because
(i) the Optionee's position is eliminated as a result of the reorganization or
(ii) the Optionee declines employment at the Company's new headquarters in San
Jose, California, any option (other than an incentive stock option) theretofore
granted to the Optionee which has not been exercised as of the Optionee's
termination of employment shall become 100% vested and shall be exercisable
within three (3) years following termination of employment, but in no event
after the expiration of the term of said option prescribed pursuant to Section
6.

11.      RETIREMENT, DISABILITY OR DEATH
         -------------------------------

                  All options granted less than one year before an Optionee's
retirement, disability, or death shall terminate immediately upon such
Optionee's retirement, disability, or death. The remaining provisions of this
Section 11 shall apply to options granted one year or more before an Optionee's
retirement, disability, or death.

                  In the event of the retirement of an Optionee pursuant to a
retirement plan of the Company or one of its subsidiaries, as the case may be,
the options theretofore granted to the Optionee shall be exercisable during such
period of time as the Compensation Committee shall specify in the option grant
either at the time of grant or by amendment, which period shall not exceed the
first to expire of: (i) one (1) year after the date of such retirement with
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respect to incentive stock options, (ii) three (3) years after the date of such
retirement for Optionees whose retirement date is prior to July 1, 1997, (iii)
five (5) years after the date of such retirement for Optionees whose retirement
date is on or after July 1, 1997, and (iv) the expiration of the term of said
option prescribed pursuant to Section 6. Options not exercisable on the date of
an Optionee's retirement shall continue to become exercisable during such period
in accordance with the schedule specified by the Compensation Committee pursuant
to Section 6; provided that no additional options shall become exercisable
following an Optionee's death.

                  In the event of the disability or death of an Optionee while
in the employ of the Company or one of its subsidiaries, or during the
post-employment period referred to in the immediately preceding paragraph, the
options theretofore granted to him shall be exercisable during such period of
time as the Compensation Committee shall specify in the option grant either at
the time of grant or by amendment, which period shall not exceed the first to
expire of the following: (i) one (1) year after the date of such disability or
death, with respect to incentive stock options, (ii) three (3) years after the
date of such disability if the date of such disability is prior to July 1, 1997,
(iii) five (5) years after the date of such disability if the date of such
disability is on or after July 1, 1997, (iv) three (3) years after the date of
such death, (v) the applicable post-retirement period as set forth in the
preceding paragraph, and (vi) the expiration of the term of said option
prescribed pursuant to Section 6. Options not exercisable on the date of an
Optionee's termination of employment by reason of disability shall continue to
become exercisable during such period in accordance with the schedule specified
by the Compensation Committee pursuant to Section 6; provided that no additional
options shall become exercisable following an Optionee's death.
<PAGE>

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                  Such option (or the related stock appreciation right) may only
be exercised by the personal representative of such decedent or by the person or
persons to whom such employee's rights under the option shall pass by such
employee's Will or by the laws of Descent and Distribution of the state of such
employee's domicile at the time of death, and then only as and to the extent
that such employee was entitled to exercise the option on the date of death.

12.      WRITTEN AGREEMENT
         -----------------

                  Within a reasonable time after the date of grant of an option,
an option and stock appreciation right, or a stock appreciation right related to
a previously granted option, a written agreement in a form approved by the
Compensation Committee shall be duly executed and delivered to the Optionee.

13.      ADJUSTMENT BY REASON OF RECAPITALIZATION, STOCK SPLITS, STOCK
         DIVIDENDS, ETC.
         -------------------------------------------------------------

                  If, after the effective date of this Plan, there shall be any
changes in the common stock structure of the Company by reason of the
declaration of stock dividends, recapitalization resulting in stock split-ups,
or combinations or exchanges of shares by reason of merger, consolidation, or by
any other means, then the number of shares available under the Plan, the shares
subject to any outstanding options, and the maximum number of shares with
respect to which options may be granted to any person shall be equitably and
appropriately adjusted by the Board of Directors of the Company as in its sole
and uncontrolled discretion shall seem just and reasonable in the light of all
the circumstances pertaining thereto.

14.      RIGHT TO TERMINATE EMPLOYMENT
         -----------------------------

                  The Plan shall not confer upon any employee any right with
respect to being continued in the employ of the Company and its subsidiaries or
interfere in any way with the right of the Company and its subsidiaries to
<PAGE>

                                                                              15


terminate his or her employment at any time, nor shall it interfere in any way
with the employee's right to terminate his or her employment.

15.      WITHHOLDING AND OTHER TAXES
         ---------------------------

                  The Company or one of its subsidiaries shall have the right to
withhold from salary or otherwise or to cause an Optionee (or the executor or
administrator of the Optionee's estate or his legatees or distributees) to make
payment of any Federal, State, or other (to the extent permitted by applicable
law, rule or regulation) taxes required to be withheld with respect to any
exercise of a stock option or a stock appreciation right. An Optionee may elect
to have the withholding tax obligation or, if the Compensation Committee so
determines, any additional tax obligation with respect to any exercise of a
stock option or stock appreciation right satisfied by (a) having the Company or
one of its subsidiaries withhold shares otherwise deliverable to the Optionee
with respect to such exercise, or (b) delivering shares of common stock to the
Company.

16.      AMENDMENT TO THE PLAN
         ---------------------

                  The Board of Directors shall have the right to amend, suspend
or terminate the Plan at any time; provided, however, that no such action shall
affect or in any way impair the rights of the holder of any option or stock
appreciation right theretofore granted under the Plan; and provided further,
that unless first duly approved by the common shareholders of the Company
entitled to vote thereon at a meeting (which may be the annual meeting) duly
called and held for such purpose, no amendment or change shall be made in the
Plan (a) increasing the total number of shares which may be purchased or
transferred upon exercise of options or stock appreciation rights under the Plan
by all employees; (b) changing the minimum purchase price hereinbefore specified
for the optioned shares; (c) changing the maximum option period; (d) increasing
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the amount that may be received upon exercise of a stock appreciation right; or
(e) allowing a stock appreciation right to be exercised after the expiration
date of the related option.

17.      EFFECTIVE DATE OF THE PLAN
         --------------------------

                  The Plan shall be effective as of February 24, 1971.

18.      SAVINGS CLAUSE
         --------------

                  Each option and stock appreciation right shall be governed by
the terms of the Plan as in effect on the date of its grant unless the option or
stock appreciation right is expressly amended to include one or more Plan
provisions adopted after the date of grant. The Compensation Committee shall
have authority to amend outstanding options to include any provisions permitted
by the Plan as in effect at the time of such amendment.

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</DOCUMENT>
