XXXXXXX COMPANY. By: ____________________________________ Name: Title: The undersigned hereby acknowledges receipt of an executed original of this Agreement, together with a copy of the prospectus for the Plan, dated ________, summarizing key provisions of the Plan, and accepts the award of the Restricted Stock granted hereunder on the terms and conditions set forth herein and in the Plan. Date: ______________________ Grantee:
XXXXXXX COMPANY. By: /s/ Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx, President and Chief Executive Officer SCRIPPS NETWORKS INTERACTIVE, INC. By: /s/ Xxxxxx X. XxXxxxxx Xxxxxx X. XxXxxxxx, Executive Vice President and Chief Financial Officer
XXXXXXX COMPANY. By: ---------------------------------- Name: Title: [SEAL] LOANS AND PAYMENTS
XXXXXXX COMPANY. Xxxxxxx began his career with the Chesapeake and Potomac Telephone Company, which later became Verizon, Washington, D.C., as a business office manager. He held positions of increasing responsibility in Operations, Human Resources, Marketing, Public Affairs, and Government Relations, before assuming responsibility in 2000 for Verizon’s public policy initiatives in Maryland, as president. Subsequently in 2007, he was named region president of Verizon Maryland and the District of Columbia, overseeing all of the company’s operations in those areas. He retired in 2011, following 32 years of service. As of 2018, he is immediate past Chairman of the Board of Directors for MedStar Health, the largest not-for-profit healthcare system in Maryland and the Washington, D.C., region. Additionally, he has served as board chairman the Baltimore branch of the Federal Reserve Bank of Richmond.
XXXXXXX COMPANY. By: ____________________________________ Name: Title: The undersigned hereby acknowledges receipt of an executed original of this Agreement, together with a copy of the prospectus for the Plan, dated __________, summarizing key provisions of the Plan, and accepts the award of the Performance Units granted hereunder on the terms and conditions set forth herein and in the Plan. Date: ______________________ Grantee: EXHIBIT A Management Objectives Performance Period Performance Units Earnings Per Share (“EPS”) Return on Invested Capital (“ROIC”) 5/1/20-4/30/20 Threshold Level: 50% of Target LevelTarget Level: (“Target Units”)Maximum Level: 200% of Target Level Threshold Level: _____Target Level: _____Maximum Level: _____ Threshold Level: _____Target Level: _____Maximum Level: _____ The Performance Units eligible to vest shall be determined 75% based upon the Company’s EPS and 25% based upon the Company’s ROIC. The total number of Performance Units eligible to vest in respect of the Performance Period shall be equal to the sum of (i) the number of EPS Qualified Shares plus (ii) the number of ROIC Qualified Shares (such number, the “Vesting Eligible Units”.) The Committee shall calculate the total number of Vesting Eligible Units no later than March 5th of the year following the end of the Performance Period (the date on which the Committee makes the actual determination, the “Determination Date”). In the event of a Change in Control, the Committee shall equitably adjust the EPS and ROIC metrics and shall calculate the performance through the date of the Change in Control. Notwithstanding the foregoing, if the EPS is below the Threshold Level set forth above for the Performance Period, then the number of Vesting Eligible Units shall be zero. In no event shall the number of Vesting Eligible Units exceed 200% of the Target Units.
XXXXXXX COMPANY. By: — Title: — The undersigned hereby acknowledges receipt of an executed original of this Agreement, together with a copy of the prospectus for the Plan, dated , summarizing key provisions of the Plan, and accepts the award of Restricted Stock granted hereunder on the terms and conditions set forth herein and in the Plan. Date: Grantee:
XXXXXXX COMPANY. Executive’s Name (Please Print) By: Employee’s Signature (Date) Its: Date: Witness’s Name (Please Print) Witness’s Signature (Date)
XXXXXXX COMPANY. If at the Closing the Company shall fail to tender such Notes to each Purchaser as provided above in this Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to each Purchaser’s satisfaction, such Purchaser shall, at its election, be relieved of all further obligations under this Agreement, without thereby waiving any rights each such Purchaser may have by reason of such failure or such nonfulfillment.
XXXXXXX COMPANY as Borrower, By -------------------------------------- Name: E. Xxxx Xxxxxxxx Title: Treasurer JPMORGAN CHASE BANK, individually and as Administrative Agent, By /s/ Xxxxx X. Xxxxx -------------------------------------- Name: Xxxxx X. Xxxxx Title: Managing Director X.X. XXXXXX SECURITIES INC. By /s/ Xxxxxxxx X. Xxxxx -------------------------------------- Name: Xxxxxxxx X. Xxxx Title: Managing Director SUNTRUST BANK By: /s/ Xxxxxx X. Xxxxxx ------------------------------------- Name: Xxxxxx X. Xxxxxx Title: Managing Director KEYBANK NATIONAL ASSOCIATION By: /s/ Xxxxxxx X. Xxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxx Title: Vice President MELLON BANK, N.A. By: /s/ Xxxxxx X. Xxxxxxxxxx, Xx. ------------------------------------- Name: Xxxxxx X. Xxxxxxxxxx, Xx. Title: Lending Officer WACHOVIA BANK, N.A. By: /s/ J. Xxxxxxx Xxxxx ------------------------------------- Name: J. Xxxxxxx Xxxxx Title: Director US BANK N.A. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Senior Vice President FIFTH THIRD BANK By: /s/ Xxxxxxxxx X. Xxxxxx ------------------------------------- Name: Xxxxxxxxx X. Xxxxxx Title: Assistant Vice President UNION BANK OF CALIFORNIA, N.A. By: /s/ Xxxxxxx X. Xxxxxxx XX ------------------------------------- Name: Xxxxxxx X. Xxxxxxx XX Title: Vice President XXXXXXX XXXXX BANK USA By: /s/ D. Xxxxx Xxxxx ------------------------------------- Name: D. Xxxxx Xxxxx Title: Senior Credit Officer XXXXX FARGO BANK N.A. By: /s/ Xxxxxxxxx X. Xxxxx ------------------------------------- Name: Xxxxxxxxx X. Xxxxx Title: Vice President PNC BANK, NATIONAL ASSOCIATION By: /s/ Xxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxx X. Xxxxxxx Title: Vice President FIRST TENNESSEE BANK NATIONAL ASSOCIATION By: /s/ Xxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxx X. Xxxxxxx Title: Senior Vice President
XXXXXXX COMPANY. By: --------------------------------
