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Scripps Supplemental Executive Retirement Plan

Addendum or Modifications

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Title: Scripps Supplemental Executive Retirement Plan
Date: 5/14/2008
Industry: Printing and Publishing     Sector: Services

Scripps Supplemental Executive Retirement Plan, Parties: ew scripps company
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EXHIBIT 10.74

AMENDED AND RESTATED SCRIPPS SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

Scripps Supplemental Executive Retirement Plan

(As Amended and Restated Effective May 8, 2008)

TABLE OF CONTENTS

 

     Page

ARTICLE 1. INTRODUCTION

   1

ARTICLE 2. DEFINITIONS

   2

ARTICLE 3. PLAN PARTICIPATION

   4

ARTICLE 4. BENEFITS PAYABLE; TIME AND FORM OF PAYMENT

   4

ARTICLE 5. PAYMENT OF SERP BENEFITS

   5

ARTICLE 6. PLAN ADMINISTRATION

   5

ARTICLE 7. MISCELLANEOUS PROVISIONS

   6

ARTICLE 1. INTRODUCTION

1.1 Effective Date . The E.W. Scripps Company (“EWSCO”) hereby amends and restates the Scripps Supplemental Executive Retirement Plan (sometimes heretofore called the Scripps Excess Benefit Plan), effective as of May 8, 2008. The Plan is amended and restated to comply with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (“Code”). In order to comply with Section 409A of the Code, effective immediately before the Effective Date, the Plan is divided into two parts, one of which shall be named “Part One” and the other of which shall be named “Part Two”. Except as otherwise provided herein, Part One of the Plan shall be governed by the terms and conditions of the Plan as in effect on October 3, 2004, a copy of which is attached hereto as Exhibit A. Nothing contained herein is intended to materially enhance a benefit or right existing under Part One of the Plan as of October 3, 2004, or add a new material benefit or right to the amounts accrued under Part One of the Plan. Part One of the Plan is frozen as to new participants. Part Two of the Plan shall be governed by the terms and conditions set forth herein.

1.2 History . The Scripps Supplemental Executive Retirement Plan (“Scripps SERP” or “SERP”) originally was established by a predecessor of EWSCO on October 27, 1982 in response to certain limitations that were imposed upon tax qualified pension plans by the Tax Equity and Fiscal Responsibility Act of 1982 (“TEFRA”). TEFRA had the effect of reducing tax qualified pension benefits for executive employees by limiting the amount of an employee’s annual compensation that may be recognized under such a plan and limiting the maximum level of benefits that may be paid to an employee by such a plan. Following the original adoption of the SERP by EWSCO, various affiliates of EWSCO thereafter adopted the SERP from time to time for the benefit of their own executive employees.

 

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1.3 Purpose . The purpose of the SERP is to supplement benefits payable to, and on behalf of, covered employees by the Scripps Pension Plan, a tax qualified retirement plan maintained by EWSCO and its affiliates. In general, the SERP provides covered employees with benefits approximately equal to the additional benefits they would have earned under the Scripps Pension Plan, by reason of their Scripps and Scripps-related employment, in the absence of the annual compensation limits and maximum benefit limits imposed by Section 401(a)(17) and Section 415, respectively, of the Code.

1.4 Part One . Except as otherwise provided herein, Part One of the Plan shall exclusively govern the benefits payable to any Covered Employee who was vested as of December 31, 2004, separated from service prior to January 1, 2005, and with respect to whom no additional amounts were “deferred” (as defined in Section 409A of the Code) under the Plan after December 31, 2004. Part One therefore covers an individual who is in pay status under the Plan as of December 31, 2004 or who separated from service prior to January 1, 2005 and who was entitled to a benefit under the Plan (even if payment of the benefit had not begun by December 31, 2004) provided that no additional amounts were “deferred” (as defined in Section 409A of the Code) under the Plan after December 31, 2004.

1.5 Part Two . Part Two of the Plan shall govern the benefits payable to all Covered Employees whose benefit is not otherwise governed by Part One.

1.6 Separation Transaction . Notwithstanding anything in this Plan to the contrary, SNI Participants who have accrued, or were eligible to accrue, benefits under the Plan immediately prior to the Distribution Date shall continue to accrue, or be eligible to accrue, benefits under the Plan for the Transition Period. Notwithstanding anything contained herein to the contrary, SNI shall be responsible for any and all liabilities and other obligations with respect to SNI Participants under the Plan during the Transition Period, and shall reimburse EWSCO for all amounts paid by it to SNI Participants during the Transition Period. Effective as of the day immediately following the Transition Period End Date for the Plan, the Scripps Networks Interactive, Inc. Supplemental Executive Retirement Plan (“SNI SERP”) will assume, and fully perform, pay and discharge all liabilities, when such liabilities become due, of the Plan with respect to all SNI Participants, and the SNI Participants shall cease to participate or have any rights under this Plan. Scripps Networks Interactive, Inc. and its affiliates shall be responsible for any and all liabilities and other obligations with respect to the SNI SERP. Capitalized terms used in this Section 1.6 that are not defined in this Plan shall have the meaning set forth in the Employee Matters Agreement by and between The E.W. Scripps Company and Scripps Networks Interactive, Inc.

1.7 Participating Employers . EWSCO and its affiliates who participate in the SERP (collectively, the “Participating SERP Employers”) each agree to pay the benefits which their own covered employees become entitled to receive under the terms of the SERP. Each covered employee only will receive SERP benefits from the particular Participating SERP Employer by whom he/she was employed. SERP benefits shall not be advance funded, but rather shall only be payable from the general assets of the Participating SERP Employer, with the covered employee being a general creditor of his/her Participating SERP Employer.

1.8 Interpretation . It is intended that (i) the SERP constitute an unfunded deferred compensation plan for a select group of management or highly compensated employees, within the meaning of Sections 201(2) and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (ii) the SERP be an excess benefit plan, within the meaning of Sections 3(36) and 4(b)(5) of ERISA; and (iii) that the SERP comply with Section 409A of the Code. Accordingly, all provisions of the SERP are to be interpreted and carried out in a manner consistent with the aforesaid intentions.

ARTICLE 2. DEFINITIONS

 

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2.1 “Adjusted Annual Compensation means a Covered Employee’s “Annual Compensation” under the Scripps Pension Plan, but determined without regard to any limitations imposed by reason of Section 401(a)(17) of the Code on the maximum amount that may recognized as Annual Compensation. A Covered Employee’s Adjusted Annual Compensation also shall include (to the extent not already included in Annual Compensation) the following amounts, which shall be added to the Covered Employee’s compensation for the taxable year in which such amounts are earned:

 

  (a) Payments in the nature of deferred compensation which have been designated by the Pension Board as includable in an employee’s Adjusted Annual Compensation for purposes of this Plan; and

 

  (b) Other forms of executive compensation or incentive compensation which have been designated by the Pension Board as includable in an employee’s Adjusted Annual Compensation for purposes of this Plan.

 

2.2 “Beneficiary means a Covered Employee’s “Beneficiary” under the Scripps Pension Plan.

 

2.3 “Code means the Internal Revenue Code of 1986, as amended.

 

2.4 “Covered Employee means a management or highly compensated employee of a Participating SERP Employer (i) who is eligible to receive a vested benefit under the Scripps Pension Plan that is limited by reason of Section 401(a)(17) and/or Section 415 of the Code, and (ii) who has not been expressly excluded from participation in the SERP by agreement with his/her Participating SERP Employer.

 

2.5 “ERISA means the Employee Retirement Income Security Act of 1974, as amended.

 

2.6 “EWSCO ” means The E.W. Scripps Company, or any successor.

 

2.7 “Participating SERP Employer means a “Participating Employer” under the Scripps Pension Plan that is in the EWSCO control group under Section 414(b) or 414(c) of ERISA, or any other Participating Employer under the Scripps Pension Plan that adopts the SERP with the consent of the Pension Board.

 

2.8 “Pension Board means the “Pension Board” under the Scripps Pension Plan.

 

2.9 “Scripps Pension Plan or “Pension Plan” means the document entitled Scripps Pension Plan, as the same may be amended and restated from time to time, including the tax qualified pension plan provided for thereunder.

 

2.10 “Scripps SERP or “SERP or “Plan means this document, as the same may be amended from time to time, including the nonqualified pension plan provided for hereunder.

 

2.11 “Separation from Service means a termination of employment in such a manner as to constitute a “separation from service” as defined under Section 409A of the Code and shall include terminations due to death. Upon a sale or other disposition of the assets of EWSCO or any member of its controlled group to an unrelated purchaser, the Pension Board reserves the right, to the extent permitted by Section 409A of the Code, to determine whether Covered Employees providing services to the purchaser after and in connection with the purchase transaction have experienced a Separation from Service.

 

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2.12 “SERP Benefit means any benefit payable under the Scripps SERP to or on behalf of a Covered Employee.

 

2.13 In addition to the foregoing, in the case of any

 
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