REGISTRATION RIGHTS AGREEMENT dated as of among TRIBUNE PUBLISHING COMPANY, and CERTAIN OTHER PARTIES LISTED HEREINRegistration Rights Agreement • June 13th, 2014 • Tribune Publishing Co • Newspapers: publishing or publishing & printing • New York
THIS REGISTRATION RIGHTS AGREEMENT dated as of [—], 2014 (this “Agreement”) among (i) Tribune Publishing Company, a Delaware corporation (the “Company”), (ii) the parties listed on Schedule 1, (iii) the parties listed on Schedule 2 and (iv) the parties listed on Schedule 3 and (v) other stockholders party hereto from time to time.
TRIBUNE PUBLISHING COMPANY RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • June 13th, 2014 • Tribune Publishing Co • Newspapers: publishing or publishing & printing • Delaware
THIS RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”) is made by and between Tribune Publishing Company, a Delaware corporation (the “Company”), and the employee whose name is set forth below (the “Participant”), and is dated as of [DATE] (the “Date of Grant”). Pursuant to this Agreement, the Company hereby grants to the Participant the number of Restricted Stock Units set forth below (“RSUs”), each of which represents an unfunded and unsecured promise of the Company to deliver (or cause to be delivered) to the Participant upon settlement one share of Common Stock (“Common Stock”) of the Company (or cash equal to the Fair Market Value thereof) as set forth herein. The RSUs are subject to all of the terms and conditions set forth in this Agreement as well as all of the terms and conditions of the Tribune Publishing Company 2014 Omnibus Incentive Plan (as amended from time to time in accordance with the terms thereof, the “Plan”). Capitalized terms not otherwise defined herein shall hav
TRIBUNE PUBLISHING COMPANY STOCK OPTION AGREEMENTStock Option Agreement • June 13th, 2014 • Tribune Publishing Co • Newspapers: publishing or publishing & printing • Delaware
THIS STOCK OPTION AGREEMENT (the “Agreement”) is made by and between Tribune Publishing Company, a Delaware corporation (the “Company”), and the employee whose name is set forth below (the “Participant”), and is dated as of [DATE] (the “Date of Grant”). Pursuant to this Agreement, the Company hereby grants to the Participant an Option to purchase the number of shares of Common Stock (“Common Stock”) of the Company as set forth below (the “Option”) at the Exercise Price set forth below. The Option is subject to all of the terms and conditions set forth in this Agreement as well as all of the terms and conditions of the Tribune Publishing Company 2014 Omnibus Incentive Plan (as amended from time to time in accordance with the terms thereof, the “Plan”), all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan.
SEPARATION AND DISTRIBUTION AGREEMENT by and between TRIBUNE COMPANY and TRIBUNE PUBLISHING COMPANY Dated as of [ ], 2014Separation and Distribution Agreement • June 13th, 2014 • Tribune Publishing Co • Newspapers: publishing or publishing & printing • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), is made as of [ ], 2014, by and between Tribune Company, a Delaware corporation (“Distributing”) and Tribune Publishing Company, a Delaware corporation (“Publishing” and, together with Distributing, the “Parties,” and each a “Party”).
TAX MATTERS AGREEMENTTax Matters Agreement • June 13th, 2014 • Tribune Publishing Co • Newspapers: publishing or publishing & printing
This Tax Matters Agreement (this “Agreement”) is entered into as of [ ], 201[ ], by and between Tribune Company, a Delaware corporation (“Tribune”) and Tribune Publishing Company, a newly formed Delaware corporation and a wholly owned subsidiary of Tribune (“Tribune Publishing”). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed to such terms in the Separation and Distribution Agreement, dated as of the date hereof, by and between Tribune and Tribune Publishing (the “Separation and Distribution Agreement”).
TRANSITION SERVICES AGREEMENT by and between TRIBUNE COMPANY and TRIBUNE PUBLISHING COMPANY Dated as of [ ], 2014Transition Services Agreement • June 13th, 2014 • Tribune Publishing Co • Newspapers: publishing or publishing & printing
This TRANSITION SERVICES AGREEMENT (this “Agreement”), is made as of [ ], by and between Tribune Company, a Delaware corporation (“Distributing”), and Tribune Publishing Company, a Delaware Corporation (“Publishing”), (each a “Party” and together, the “Parties”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Separation Agreement (as defined below).
