Exhibit 10.30.D
AMENDMENT NO. 4 TO
EMPLOYMENT
AGREEMENT
The Employment Agreement dated
June 16, 2003 between Scripps Networks Interactive, Inc., as
successor to The E. W. Scripps Company, and Kenneth W. Lowe, as
amended (the “Agreement”) is further amended, effective
December 31, 2008, as follows:
1. The Agreement is hereby amended
by replacing, where appropriate, the words “The E. W. Scripps
Company” with the words “Scripps Networks Interactive,
Inc.”
2. Paragraph 1 of the Agreement is
hereby amended by replacing, where appropriate, the title
“President and Chief Executive Officer of the Company”
with the title “Chairman of the Board, President and Chief
Executive Officer of the Company.”
3. Paragraph 7 of the Agreement is
hereby amended by adding the following paragraph (d) to the
end thereof:
“(d) Notwithstanding anything
contained in this Section 7 to the contrary, (i) the
amount of the continued base salary due under the first sentence of
Section 7(a) and the amounts due under Paragraph 7(b)(v)
(unless subject to a valid deferral election) shall be paid in a
single lump sum within 30 days following the date of death or
termination due to Permanent Disability, (ii) the Pro-Rata
Bonus due under Section 7(b)(i) shall be paid in a single lump
sum after the end of the applicable performance period but in no
event later than the fifteenth day of the third month immediately
following the end of that performance period, and (iii) all
payments required to be made pursuant to Paragraph 7(b)(vi) shall
be paid in accordance with the terms and subject to the conditions
of the applicable Company plan, policy, program, arrangement or
other agreement with the Company or any
affiliate.”
4. Paragraph 9(e) of the Agreement
is hereby replaced and superseded in its entirety as
follows:
“(e) All payments required to
be made pursuant to Paragraphs 9(a)(i), 9(a)(ii), 9(a)(iii) or
10(b)(i) shall be paid in a single lump sum within 15 days after
the date that the Termination Release becomes effective and
irrevocable in accordance with its terms; provided that the
Pro-Rata Bonus shall be paid no later than the fifteenth day of the
third month immediately following the end of the applicable
performance period. All payments required to be made pursuant to
Paragraphs 9(a)(viii), 9(b)(ii), 9(d)(iii) or 10(b)(iii) shall be
paid in a single lump sum within 30 days after the date of
termination (unless subject to a valid deferral election).
All
payments required to be made
pursuant to Paragraphs 9(a)(ix), 9(b)(iii), 9(d)(iv) or 10(b)(vi)
shall be paid in accordance with the terms and subject to the
conditions of the applicable Company plan, policy, program,
arrangement or other agreement with the Company or any
affiliate.”
5. Section 10(c) of the
Agreement is hereby amended by adding the following sentence to the
end thereof:
“Any Gross-Up Payment will be
paid or reimbursed on the earlier of (i) the date specified
for payment herein, or (ii) December 31st of the year
following the year in which the applicable taxes are remitted or,
in the case of reimbursement of expenses incurred due to a tax
audit or litigation to which there is no remittance of taxes, the
end of the calendar year following the year in which the audit is
completed or there is a final and nonappealable settlement or other
resolution of the litigation in accordance with Section 409A
of the Internal Revenue Code of 1986.”
6. Paragraph 10(d) of the Agreement
is hereby amended by adding the following sentence to the end
thereof:
“The reasonable legal expenses
described in the immediately preceding sentence, if any, must be
incurred by Executive during the two-year period immediately
following his termination of employment and shall be paid to the
Executive within 10 calendar days following the expiration of that
two-year pe
