Common use of Termination Payments/Benefits Clause in Contracts

Termination Payments/Benefits. In the event (x) that Employee is terminated under Paragraph 8(b) above, or (y) Employee elects to resign Employee’s employment because of a reduction in Employee’s Salary or Base Bonus level, other than as a result of termination for Cause or as a result of Employee’s permanent disability, (subparagraphs (c)(x) and (c)(y) are each referred to herein as a “Change Event”), notwithstanding anything to the contrary contained in any other document or agreement (including the ECPB) Employee will receive, less applicable withholding and deductions, and conditioned on Employee’s execution of a General Release and Waiver of Claims substantially in the form attached hereto as an Addendum: (i) Employee’s Salary as in effect on the date of the Change Event through the date of the Change Event; (ii) Employee’s Salary, as in effect on the date of the Change Event, for the greater of (x) 12 months or (y) the balance of the Term, payable to Employee on a bi-weekly basis, or otherwise in accordance in accordance with SCU’s payroll practices as they may exist from time to time; (iii) Employee’s Base Bonus for the calendar year in which such Change Event occurred (not pro-rated), payable by the end of the first quarter of the following year. (iv) Current Deferred Bonus compensation, calculated by multiplying the sum of Base Bonus payments earned by Employee through the date of the Change Event and multiplying the sum by 50%. This amount will then be divided into two equal payments and distributed pursuant to the timeline provided in the ECBP. (v) Additional Deferred Bonus compensation (i.e. based on Base Bonus payments earned by Employee), distributed pursuant to the timelines contained in such plans. (vi) vesting and (if applicable) payment or distribution of shares or other equity or equity-related awards under the LTIP and in any other applicable incentive programs in accordance with their regulations. (vii) medical and dental insurance coverage provided under COBRA at no cost to Employee (except as hereafter described) pursuant to SCU’s then-current benefit plans for the greater of (x) 12 months or (y) the balance of the Term, or, if earlier, the date upon which Employee becomes eligible for medical and dental coverage from a third party; provided, that, during the period that SCU provides Employee with this coverage, an amount equal to the applicable COBRA premiums (or such other amount as may be required by law) will be included in Employee’s income for tax purposes to the extent required by law and SCU may withhold taxes from employee’s compensation for this purpose; and provided, further, that Employee may elect to continue medical and dental insurance under COBRA at Employee’s own expense for the balance, if any, of the period required by law; (viii) life insurance coverage for the greater of (x) 12 months or (y) the balance of the Term, pursuant to SCU’s then-current policy in the amount then furnished to SCU’s employees at no cost (the amount of such coverage will be reduced by the amount of life insurance coverage furnished to Employee at no cost by a third party employer). Group term life insurance taxes will be included in Employee’s income for tax purposes to the extent required by law and SCU may withhold taxes from Employee’s compensation for this purpose; and (ix) other payments, entitlements or benefits, if any, in accordance with applicable plans, programs, arrangements or other agreements.

Termination Payments/Benefits. In the event (x) that Employee is terminated under Paragraph 8(b) above, or (y) Employee elects to resign Employee’s employment because of a reduction in Employee’s Salary or Base Bonus level, other than as a result of termination for Cause or as a result of Employee’s permanent disability, (subparagraphs (c)(x) and (c)(y) are each referred to herein as a “Change Event”), notwithstanding anything to the contrary contained in any other document or agreement (including the ECPB) ), Employee will receive, less applicable withholding and deductions, and conditioned on Employee’s execution of a General Release and Waiver of Claims substantially in the form attached hereto as an Addendum: (i) Employee’s Salary as in effect on the date of the Change Event through the date of the Change Event; (ii) Employee’s Salary, as in effect on the date of the Change Event, for the greater of (x) 12 months or (y) the balance of the Term, payable to Employee on a bi-weekly basis, or otherwise in accordance in accordance with SCU’s payroll practices as they may exist from time to time; (iii) Employee’s Base Bonus for the calendar year in which such Change Event occurred (not pro-rated), payable by the end of the first quarter of the following year. (iv) Current Deferred Bonus compensation, calculated by multiplying the sum of Base Bonus payments earned by Employee through the date of the Change Event and multiplying the sum by 50%. This amount will then be divided into two equal payments and distributed pursuant to the timeline provided in the ECBP. (v) Additional Deferred Bonus compensation Compensation (i.e. based on Base Bonus payments earned by Employee), distributed pursuant to the timelines contained in such plans. (vi) vesting and (if applicable) payment or distribution of shares or other equity or equity-related awards under the LTIP and in any other applicable incentive programs in accordance with their regulations. (vii) medical and dental insurance coverage provided under COBRA at no cost to Employee (except as hereafter described) pursuant to SCU’s then-current benefit plans for the greater of (x) 12 months or (y) the balance of the Term, Term or, if earlier, the date upon which Employee becomes eligible for medical and dental coverage from a third party; provided, that, during the period that SCU provides Employee with this coverage, an amount equal to the applicable COBRA premiums (or such other amount as may be required by law) will be included in Employee’s income for tax purposes to the extent required by law and SCU may withhold taxes from employee’s compensation for this purpose; and provided, further, that Employee may elect to continue medical and dental insurance under COBRA at Employee’s own expense for the balance, if any, of the period required by law; (viii) life insurance coverage for the greater of (x) 12 months or (y) the balance of the Term, pursuant to SCU’s then-current policy in the amount then furnished to SCU’s employees at no cost (the amount of such coverage will be reduced by the amount of life insurance coverage furnished to Employee at no cost by a third party employer). Group term life insurance taxes will be included in Employee’s income for tax purposes to the extent required by law and SCU may withhold taxes from Employee’s compensation for this purpose; and (ix) other payments, entitlements or benefits, if any, in accordance with applicable plans, programs, arrangements or other agreements.

Termination Payments/Benefits. In the event (xthat your employment terminates under paragraph 10(b) that Employee is terminated under Paragraph 8(b) above, or (y) Employee elects to resign Employee’s employment because of a reduction in Employee’s Salary or Base Bonus level, other than as a result of termination for Cause or as a result of Employee’s permanent disability, (subparagraphs (c)(x) and (c)(y) are each referred to herein as a “Change Event”c), notwithstanding anything to you shall thereafter receive the contrary contained in any other document or agreement (including the ECPB) Employee will receivefollowing, less applicable deductions and withholding and deductionstaxes: Xxxx X. Xxxxxxx March 29, and conditioned on Employee’s execution of a General Release and Waiver of Claims substantially in the form attached hereto as an Addendum:2010 (i) Employee’s Salary as in effect on the date of the Change Event through the date of the Change Event; (ii) Employee’s A lump sum payment equal to 2.5 times your Annual Salary, as in effect on the date on which your employment terminates. Such payment shall be made within thirty (30) days of the Change Event, termination of your employment; (ii) A lump sum payment equal to your Annual Incentive that would have been payable for the greater calendar year of your termination under the Annual Incentive Plan if you had remained employed for the entire year, based on actual performance during the entire year and without regard to any discretionary adjustments that have the effect of reducing the amount of your Annual Incentive (x) 12 months or (y) other than discretionary adjustments applicable to all similarly situated executives in the balance plan who did not terminate employment), pro-rated for the portion of the Term, payable year through the date of termination. Such payment shall be made at the same time that payments are made to Employee on a bi-weekly basis, or other participants in the Annual Incentive Plan for that year and shall be in lieu of any Annual Incentive that you would have otherwise in accordance in accordance with SCU’s payroll practices as they may exist from time been entitled to timereceive under the terms of the Annual Incentive Plan for the year of termination; (iii) Employee’s Base Bonus for A lump sum payment equal to 2.5 times your target Annual Incentive in effect on the calendar year in date on which such Change Event occurred your employment terminates. Such payment shall be made within thirty (not pro-rated), payable by the end 30) days of the first quarter termination of the following year.your employment; (iv) Current Deferred Bonus compensationA lump sum, calculated by multiplying payable within thirty (30) days after the sum termination of Base Bonus payments earned by Employee through the date of the Change Event and multiplying the sum by 50%. This amount will then be divided into two equal payments and distributed pursuant to the timeline provided in the ECBP. (v) Additional Deferred Bonus compensation (i.e. based on Base Bonus payments earned by Employee)your employment, distributed pursuant to the timelines contained in such plans. (vi) vesting and (if applicable) payment or distribution of shares or other equity or equity-related awards under the LTIP and in any other applicable incentive programs in accordance with their regulations. (vii) medical and dental insurance coverage provided under COBRA at no cost to Employee (except as hereafter described) pursuant to SCU’s then-current benefit plans for the greater of (x) 12 months or (y) the balance of the Term, or, if earlier, the date upon which Employee becomes eligible for medical and dental coverage from a third party; provided, that, during the period that SCU provides Employee with this coverage, an amount equal to the applicable COBRA premiums sum of: (or such other amount as may be required by lawA) will be included in Employee’s income for tax purposes to the extent required by law and SCU may withhold taxes from employee’s compensation for this purpose; and provided, further, that Employee may elect to continue medical and dental insurance under COBRA at Employee’s own expense for the balanceexcess, if any, of (1) the actuarial equivalent of the benefit under the Scripps Networks Interactive Pension Plan or its successor (the “Pension Plan”) and the Scripps Networks Interactive, Inc. Supplemental Executive Retirement Plan or its successor (the “SERP”) (utilizing actuarial assumptions and factors no less favorable to you than the most favorable of those in effect under the Pension Plan for computing lump sum benefit payments at any time during the Term) that you would have received under the terms of those plans as in effect on January 1, 2010, or if more favorable to you, on your termination of employment, if your employment had continued for a number of years (or fractions thereof) in the period required by law; commencing on the day immediately following your date of termination and ending on the date that you would have attained both age 55 with at least 10 “years of service” (viii) life insurance coverage within the meaning of the SERP as in effect on January 1, 2010), assuming for the greater of this purpose that: (x) 12 months or your age and vesting service (but not your benefits service) is increased by the number of years that you are deemed to be so employed, and (y) the balance rate of base salary and bonus for each year that you are deemed to be so employed shall be determined by reference to your Annual Salary and Annual Incentive, over (2) the Term, pursuant to SCU’s then-current policy in the amount then furnished to SCU’s employees at no cost (the amount actuarial equivalent of such coverage will be reduced by the amount of life insurance coverage furnished to Employee at no cost by a third party employer). Group term life insurance taxes will be included in Employee’s income for tax purposes to the extent required by law and SCU may withhold taxes from Employee’s compensation for this purpose; and (ix) other payments, entitlements or benefitsyour actual benefit, if any, under the Pension Plan and the SERP (utilizing actuarial assumptions and factors no less favorable to you than the most favorable of those in accordance effect under the Pension Plan for computing lump sum benefit payments at any time during the Term) as of your date of termination, plus (B) an amount, if any, equal to the sum of the Nonelective Contributions as defined under the Scripps Networks Interactive 401K Savings Plan and Supplemental Contributions as defined under the Scripps Networks Interactive, Inc. Supplemental Contribution Plan (or their successors) that you would have received under the terms of those plans as in effect on January 1, 2010, or if more favorable to you, on your termination of employment, if your employment had continued for a number of years (or fractions thereof) in the period commencing on the day immediately following your date of termination and ending on the date that you would have attained both age 55 with applicable plansat least 10 “years of service” (within the meaning of the SERP as in effect on January 1, programsXxxx X. Xxxxxxx March 29, arrangements or other agreements.2010

Termination Payments/Benefits. In the event (xthat your employment terminates under paragraph 10(b) that Employee is terminated under Paragraph 8(b) above, or (y) Employee elects to resign Employee’s employment because of a reduction in Employee’s Salary or Base Bonus level, other than as a result of termination for Cause or as a result of Employee’s permanent disability, (subparagraphs (c)(x) and (c)(y) are each referred to herein as a “Change Event”c), notwithstanding anything to you shall thereafter receive the contrary contained in any other document or agreement (including the ECPB) Employee will receivefollowing, less applicable deductions and withholding and deductionstaxes: Xxxxxx X. XxXxxxxx March 29, and conditioned on Employee’s execution of a General Release and Waiver of Claims substantially in the form attached hereto as an Addendum:2010 (i) Employee’s Salary as in effect on the date of the Change Event through the date of the Change Event; (ii) Employee’s A lump sum payment equal to 2.5 times your Annual Salary, as in effect on the date on which your employment terminates. Such payment shall be made within thirty (30) days of the Change Event, termination of your employment; (ii) A lump sum payment equal to your Annual Incentive that would have been payable for the greater calendar year of your termination under the Annual Incentive Plan if you had remained employed for the entire year, based on actual performance during the entire year and without regard to any discretionary adjustments that have the effect of reducing the amount of your Annual Incentive (x) 12 months or (y) other than discretionary adjustments applicable to all similarly situated executives in the balance plan who did not terminate employment), pro-rated for the portion of the Term, payable year through the date of termination. Such payment shall be made at the same time that payments are made to Employee on a bi-weekly basis, or other participants in the Annual Incentive Plan for that year and shall be in lieu of any Annual Incentive that you would have otherwise in accordance in accordance with SCU’s payroll practices as they may exist from time been entitled to timereceive under the terms of the Annual Incentive Plan for the year of termination; (iii) Employee’s Base Bonus for A lump sum payment equal to 2.5 times your target Annual Incentive in effect on the calendar year in date on which such Change Event occurred your employment terminates. Such payment shall be made within thirty (not pro-rated), payable by the end 30) days of the first quarter termination of the following year.your employment; (iv) Current Deferred Bonus compensationA lump sum, calculated by multiplying payable within thirty (30) days after the sum termination of Base Bonus payments earned by Employee through the date of the Change Event and multiplying the sum by 50%. This amount will then be divided into two equal payments and distributed pursuant to the timeline provided in the ECBP. (v) Additional Deferred Bonus compensation (i.e. based on Base Bonus payments earned by Employee)your employment, distributed pursuant to the timelines contained in such plans. (vi) vesting and (if applicable) payment or distribution of shares or other equity or equity-related awards under the LTIP and in any other applicable incentive programs in accordance with their regulations. (vii) medical and dental insurance coverage provided under COBRA at no cost to Employee (except as hereafter described) pursuant to SCU’s then-current benefit plans for the greater of (x) 12 months or (y) the balance of the Term, or, if earlier, the date upon which Employee becomes eligible for medical and dental coverage from a third party; provided, that, during the period that SCU provides Employee with this coverage, an amount equal to the applicable COBRA premiums sum of: (or such other amount as may be required by lawA) will be included in Employee’s income for tax purposes to the extent required by law and SCU may withhold taxes from employee’s compensation for this purpose; and provided, further, that Employee may elect to continue medical and dental insurance under COBRA at Employee’s own expense for the balanceexcess, if any, of (1) the actuarial equivalent of the benefit under the Scripps Networks Interactive Pension Plan or its successor (the “Pension Plan”) and the Scripps Networks Interactive, Inc. Supplemental Executive Retirement Plan or its successor (the “SERP”) (utilizing actuarial assumptions and factors no less favorable to you than the most favorable of those in effect under the Pension Plan for computing lump sum benefit payments at any time during the Term) that you would have received under the terms of those plans as in effect on January 1, 2010, or if more favorable to you, on your termination of employment, if your employment had continued for a number of years (or fractions thereof) in the period required by law; commencing on the day immediately following your date of termination and ending on the date that you would have attained both age 55 with at least 10 “years of service” (viii) life insurance coverage within the meaning of the SERP as in effect on January 1, 2010), assuming for the greater of this purpose that: (x) 12 months or your age and vesting service (but not your benefits service) is increased by the number of years that you are deemed to be so employed, and (y) the balance rate of base salary and bonus for each year that you are deemed to be so employed shall be determined by reference to your Annual Salary and Annual Incentive, over (2) the Term, pursuant to SCU’s then-current policy in the amount then furnished to SCU’s employees at no cost (the amount actuarial equivalent of such coverage will be reduced by the amount of life insurance coverage furnished to Employee at no cost by a third party employer). Group term life insurance taxes will be included in Employee’s income for tax purposes to the extent required by law and SCU may withhold taxes from Employee’s compensation for this purpose; and (ix) other payments, entitlements or benefitsyour actual benefit, if any, under the Pension Plan and the SERP (utilizing actuarial assumptions and factors no less favorable to you than the most favorable of those in accordance effect under the Pension Plan for computing lump sum benefit payments at any time during the Term) as of your date of termination, plus (B) an amount, if any, equal to the sum of the Nonelective Contributions as defined under the Scripps Networks Interactive 401K Savings Plan and Supplemental Contributions as defined under the Scripps Networks Interactive, Inc. Supplemental Contribution Plan (or their successors) that you would have received under the terms of those plans as in effect on January 1, 2010, or if more favorable to you, on your termination of employment, if your employment had continued for a number of years (or fractions thereof) in the period commencing on the day immediately following your date of termination and ending on the date that you would have attained both age 55 with applicable plansat least 10 “years of service” (within the meaning of the SERP as in effect on January 1, programsXxxxxx X. XxXxxxxx March 29, arrangements or other agreements.2010

Termination Payments/Benefits. In the event (x) that Employee is terminated under Paragraph 8(b) above, or (y) Employee elects to resign Employee’s employment because of a reduction in Employee’s Salary or Base Bonus level, other than as a result of termination for Cause or as a result of Employee’s permanent disability, (subparagraphs (c)(x) and (c)(y) are each referred to herein as a “Change Event”), notwithstanding anything to the contrary contained in any other document or agreement (including the ECPB) ), Employee will receive, less applicable withholding and deductions, and conditioned on Employee’s execution of a General Release and Waiver of Claims substantially in the form attached hereto as an Addendum: (i) Employee’s Salary as in effect on the date of the Change Event through the date of the Change Event; (ii) Employee’s Salary, as in effect on the date of the Change Event, for the greater of (x) 12 months or (y) the balance of the Term, payable to Employee on a bi-weekly basis, or otherwise in accordance in accordance with SCU’s payroll practices as they may exist from time to time; (iii) Employee’s Base Bonus for the calendar year in which such Change Event occurred (not pro-rated), payable by the end of the first quarter of the following year.; (iv) Current Deferred Bonus compensation, calculated by multiplying the sum of Base Bonus payments earned by Employee through the date of the Change Event and multiplying the sum by 50%. This amount will then be divided into two equal payments and distributed pursuant to the timeline provided in the ECBP.; (v) Additional Deferred Bonus compensation Compensation (i.e. based on Base Bonus payments earned by Employee), distributed pursuant to the timelines contained in such plans.; (vi) vesting and (if applicable) payment or distribution of shares or other equity or equity-related awards under the LTIP and in any other applicable incentive programs in accordance with their regulations.; (vii) medical and dental insurance coverage provided under COBRA at no cost to Employee (except as hereafter described) pursuant to SCU’s then-current benefit plans for the greater of (x) 12 months or (y) the balance of the Term, Term or, if earlier, the date upon which Employee becomes eligible for medical and dental coverage from a third party; provided, that, during the period that SCU provides Employee with this coverage, an amount equal to the applicable COBRA premiums (or such other amount as may be required by law) will be included in Employee’s income for tax purposes to the extent required by law and SCU may withhold taxes from employee’s compensation for this purpose; and provided, further, that Employee may elect to continue medical and dental insurance under COBRA at Employee’s own expense for the balance, if any, of the period required by law; (viii) life insurance coverage for the greater of (x) 12 months or (y) the balance of the Term, pursuant to SCU’s then-current policy in the amount then furnished to SCU’s employees at no cost (the amount of such coverage will be reduced by the amount of life insurance coverage furnished to Employee at no cost by a third party employer). Group term life insurance taxes will be included in Employee’s income for tax purposes to the extent required by law and SCU may withhold taxes from Employee’s compensation for this purpose; and (ix) other payments, entitlements or benefits, if any, in accordance with applicable plans, programs, arrangements or other agreements.