0000950152-08-002324 Sample Contracts

EMPLOYEE MATTERS AGREEMENT by and between THE E.W. SCRIPPS COMPANY and SCRIPPS NETWORKS INTERACTIVE, INC. Dated as of , 2008
Employee Matters Agreement • March 26th, 2008 • Scripps Networks Interactive, Inc. • Ohio

THIS EMPLOYEE MATTERS AGREEMENT (the “Agreement”), dated as of ____________, 2008, by and between The E.W. Scripps Company, an Ohio corporation (“EWS”), and Scripps Networks Interactive, Inc., an Ohio corporation and an indirect subsidiary of EWS (“SNI”, and, together with EWS, each, a “Party” and collectively, the “Parties”). Capitalized terms used in this Agreement (other than the formal names of the EWS Benefit Plans (as defined below), the SNI Benefit Plans (as defined below) and other agreements) and not otherwise defined, are defined as set forth in Section 1.01.

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TAX ALLOCATION AGREEMENT by and between THE E. W. SCRIPPS COMPANY and SCRIPPS NETWORKS INTERACTIVE, INC. Dated as of , 2008
Tax Allocation Agreement • March 26th, 2008 • Scripps Networks Interactive, Inc. • Ohio

THIS TAX ALLOCATION AGREEMENT (this “Agreement”) is dated as of the day of , 2008, by and between The E. W. Scripps Company, an Ohio corporation (“EWS”), and Scripps Networks Interactive, Inc. (“SNI”), an Ohio corporation and an indirect subsidiary of EWS (together with EWS, each a “Party” and collectively, the “Parties”). Capitalized terms used in this Agreement are defined as set forth in Section 1.01.

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SEPARATION AND DISTRIBUTION AGREEMENT by and between THE E. W. SCRIPPS COMPANY and SCRIPPS NETWORKS INTERACTIVE, INC. Dated as of _________, 2008
Separation and Distribution Agreement • March 26th, 2008 • Scripps Networks Interactive, Inc. • Ohio

THIS SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of , 2008, by and between The E. W. Scripps Company, an Ohio corporation (“EWS”), and Scripps Networks Interactive, Inc., an Ohio corporation and an indirect subsidiary of EWS (“SNI”, and, together with EWS, each, a “Party” and collectively, the “Parties”). Capitalized terms used in this Agreement are defined as set forth in Section 1.01.

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TRANSITION SERVICES AGREEMENT by and between THE E. W. SCRIPPS COMPANY and SCRIPPS NETWORKS INTERACTIVE, INC. Dated as of , 2008
Transition Services Agreement • March 26th, 2008 • Scripps Networks Interactive, Inc. • Ohio

THIS TRANSITION SERVICES AGREEMENT (this “Agreement”) is entered into this ___ day of , 2008, by and between The E. W. Scripps Company, an Ohio corporation (“EWS”), and Scripps Networks Interactive, Inc., an Ohio corporation and, prior to the Distribution Date, an indirect subsidiary of EWS (“SNI” and, together with EWS, each, a “Party” and collectively, the “Parties”). Capitalized terms used in this Agreement are defined as set forth in Section 1.01.

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PERFORMANCE-BASED RESTRICTED SHARE AWARD AGREEMENT
Performance-Based Restricted Share Award Agreement • March 26th, 2008 • Scripps Networks Interactive, Inc. • Ohio

This Agreement is made and entered into on (the “Date of Grant”), between Scripps Networks Interactive, Inc. (“Company”) and (“Grantee”).

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RESTRICTED SHARE AWARD AGREEMENT
Restricted Share Award Agreement • March 26th, 2008 • Scripps Networks Interactive, Inc. • Ohio

This Agreement is made and entered into on (the “Date of Grant”), between Scripps Networks Interactive, Inc. (“Company”) and (“Grantee”).

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NONQUALIFIED STOCK OPTION AGREEMENT (DIRECTORS)
Nonqualified Stock Option Agreement • March 26th, 2008 • Scripps Networks Interactive, Inc. • Ohio

This Agreement is made and entered into as of (“Date of Grant”) between Scripps Networks Interactive, Inc. (“Company”) and (“Grantee”).

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NONQUALIFIED STOCK OPTION AGREEMENT (EMPLOYEES)
Nonqualified Stock Option Agreement • March 26th, 2008 • Scripps Networks Interactive, Inc. • Ohio

This Agreement is made and entered into as of (the “Date of Grant”) between Scripps Networks Interactive, Inc. (“Company”) and (“Grantee”).

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