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 (x) that Employee is terminated under Paragraph 8(b) above, or (y) Employee elects to resign EmployeeExecutive’s employment because of a reduction in Employee’s Salary or Base Bonus levelterminates under paragraph ‎8‎(b) during the Term hereof, other than as a result of termination for Cause or as a result of Employee’s permanent disabilitysubject to paragraph ‎18, (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 Executive shall thereafter receive, less applicable withholding taxes, (x) any unpaid Salary through and deductionsincluding the date of termination, any unpaid Bonus earned for the calendar year prior to the calendar year in which Executive is terminated, any business expense reimbursements incurred but not yet approved and/or paid and such other amounts as are required to be paid or provided by law (the “Accrued Obligations”), payable within thirty (30) days following Executive’s termination date, and conditioned on Employee(y) subject to Executive’s execution of a General Release compliance with paragraph ‎8‎(g) hereunder, the following payments and Waiver of Claims substantially in the form attached hereto as an Addendumbenefits: (i) Employeea severance amount equal to (A) twelve (12) months of Executive’s then current base Salary as described in paragraph ‎3(a) and (B) Executive’s Target Bonus in effect at the time of termination (or, if Executive’s Target Bonus has been reduced, Executive’s highest Target Bonus during the Term) (the “Severance Payment”), payable ratably in equal installments in accordance with OUTFRONT’s then effective payroll practices, over a twelve (12) month period beginning on the regular payroll date next following Executive’s termination date. Executive shall not be required to mitigate the amount of the Change Event through the date of the Change EventSeverance Payment by seeking other employment; (ii) Employee’s Salary, as in effect on the date a prorated bonus for that portion of the Change Eventyear of such termination during which Executive actively rendered services, 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 paid in accordance with SCU’s payroll practices as they may exist from time to timethe EBP (the “Pro-Rata Bonus”). The precise amount of bonus payable, if any, will be determined in a manner consistent with the manner bonus pay determinations are made for comparable executives, and such bonus, if any, less applicable deductions and withholding taxes, shall be payable by March 15 of the calendar year following the calendar year in which the termination occurs in accordance with EBP guidelines; (iii) Employeeif Executive elects to continue Executive’s Base Bonus for coverage under OUTFRONT’s medical and/or dental plans under the calendar year in which such Change Event occurred Consolidated Omnibus Budget Reconciliation Act, 29 U.S.C. Section 1161 et seq. (not pro-rated“COBRA”), payable by and if Executive signs the end release described in paragraph ‎8‎(g) hereof, OUTFRONT will provide Executive’s coverage at no cost until the earlier of (A) the first quarter of the following year. date that is twelve (iv12) Current Deferred Bonus compensation, calculated by multiplying the sum of Base Bonus payments earned by Employee through months from 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)Executive’s termination, 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 (yB) the balance of the Term, or, if earlier, the date upon on which Employee Executive becomes eligible for medical and dental coverage from a third party; provided, that, during the third-party employer. Any - 10 - COBRA coverage beyond this time 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 Employeeat Executive’s own cost. The amount OUTFRONT will pay for continued medical and/ or dental COBRA coverage following Executive’s Termination Without Cause or termination for Good Reason, if any, will be treated as taxable income for tax purposes to the extent required by law and SCU will be reported on a Form W-2, and OUTFRONT may withhold taxes from employeeExecutive’s compensation for this purpose. The parties agree that, consistent with the provisions of Section 409A, the following in-kind benefit rules shall also apply: (x) the amount of in-kind benefits paid during a calendar year will not affect the in-kind benefits, if any, provided to Executive in any other calendar year; and (y) Executive’s right to in-kind benefits is not subject to liquidation or exchange for another benefit; and (A) all outstanding OUTFRONT equity awards granted to Executive prior to January 1, 2017, including portions thereof, that would otherwise vest on or before the end of the twelve (12) month period following the date of Executive’s termination shall accelerate and vest immediately on the date of Executive’s termination of employment and be settled as soon as administratively feasible (but no later than ten (10) business days thereafter); and (B) all outstanding OUTFRONT equity awards granted to Executive on or after January 1, 2017 shall accelerate and vest immediately in full on the date of Executive’s termination of employment and be settled as soon as administratively feasible (but no later than ten (10) business days thereafter); provided, however, that with respect to any awards (regardless of date of grant) that remain subject to performance-based vesting conditions on Executive’s termination date, in the event, and limited to the extent, that compliance with the performance-based compensation exception is required in order to ensure the deductibility of any such award under Section 162(m) of the Internal Revenue Code of 1986, as amended, such awards shall vest if and to the extent the Compensation Committee of the Board certifies that a level of the performance goal relating to such awards have been met, or, if later, the Release Effective Date (as defined in paragraph ‎8‎(g)), and shall be settled within ten (10) business days thereafter; provided, further, that Employee with respect to awards that remain subject to performance-based vesting conditions on Executive’s termination date, in the event and to the extent that compliance with the performance-based compensation exception under Section 162(m) of the Internal Revenue Code of 1986, as amended, is not required in order to ensure the deductibility of any such award, such award shall immediately vest (with an assumption that the performance goal(s) were achieved at target level, if and to the extent applicable) on the Release Effective Date and be settled within ten (10) business days thereafter. Executive shall not be required to mitigate the amount of any payment provided for in this paragraph ‎8(c) by seeking other employment. The payments provided for in this paragraph ‎8(c) - 11 - are in lieu of any other severance or income continuation or protection under any OUTFRONT plan, program or agreement that may elect now or hereafter exist (unless the terms of such plan, program or agreement expressly state that the payments and benefits payable thereunder are intended to continue medical be in addition to the type of payments and dental insurance benefits described in this paragraph ‎8(c)). Each payment under COBRA at Employeethis paragraph ‎8(c) shall be considered a separate payment and not one of a series of payments for purposes of Section 409A. Any payment under this paragraph ‎8(c) that is not made during the period following Executive’s own expense Termination Without Cause or termination for Good Reason because Executive has not executed the balancerelease described in paragraph ‎8‎(g), shall be paid to Executive in a single lump sum on the first payroll date following the last day of the Release Effective Date (as defined in paragraph ‎8‎(g)); provided that Executive executes and does not revoke the release in accordance with the requirements of paragraph ‎8‎(g). Notwithstanding the foregoing, in the event that Executive is a “specified employee” (within the meaning of Section 409A and as determined pursuant to procedures adopted by OUTFRONT) and has actually, or is deemed to have, incurred a “separation from service” within the meaning of Section 409A (a “409A Termination”) and if any portion of Executive’s Severance Payment or Pro-Rata Bonus that would be paid to Executive (for Termination Without Cause or termination for Good Reason) during the six-month period following such 409A Termination constitutes deferred compensation (within the meaning of Section 409A), such portion shall be paid to Executive on the earlier of (A) the first business day of the seventh month following the month in which Executive’s 409A Termination occurs or (B) Executive’s death (the applicable date, the “Permissible Payment Date”) rather than as described in the prior sentence, and remaining payments of the Severance Payment and/or Pro-Rata Bonus, if any, shall be paid to Executive or to Executive’s estate, as applicable, by payment of Executive’s Severance Payment on regular payroll dates commencing with the period required payroll date that follows the Permissible Payment Date and by law; (viii) life insurance coverage for payment of any Pro-Rata Bonus on the greater of (x) 12 months or (y) first payroll date that follows 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 agreementsPermissible Payment Date.

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