Old EWS Restricted Shares held by SNI Participants. As determined by the EWS Committee in its sole discretion pursuant to its authority under the applicable EWS Share Plan and subject to the specific provisions of the governing award agreement, each SNI Participant that holds Old EWS Restricted Shares as of the Record Date that remain outstanding immediately prior to the Distribution Date shall receive such number of SNI Restricted Shares as equals the number of SNI Common Shares to which all other holders of EWS Common Shares shall be entitled to receive upon the Distribution. Thereafter, the Old EWS Restricted Shares shall be converted into New SNI Restricted Shares; provided, however, that from and after the Distribution Date the number of SNI Restricted Shares held by the participant as a result of the conversion shall equal the product obtained by multiplying (i) the number of Old EWS Restricted Shares outstanding immediately prior to the Distribution Date, by (ii) the quotient obtained by dividing (x) the EWS Ratio, by (y) the SNI Ratio, with fractional shares rounded down to the nearest whole share.
Appears in 4 contracts
Samples: Employee Matters Agreement (Scripps Networks Interactive, Inc.), Employee Matters Agreement (Scripps E W Co /De), Employee Matters Agreement (Scripps Networks Interactive, Inc.)
