Exhibit 10.64
EMPLOYMENT
AGREEMENT
THIS EMPLOYMENT AGREEMENT is entered
into on December 1, 2003, to be effective as of
January 1, 2004, between Scripps Networks, Inc., a Delaware
corporation (the “Company”), and John F. Lansing
(“Executive”).
W I T N E S S E T
H:
WHEREAS, the Company and Executive
desire to enter into this Employment Agreement to insure the
Company of the services of Executive, to provide for compensation
and other benefits to be paid and provided by the Company to
Executive in connection therewith, and to set forth the rights and
duties of the parties in connection therewith; and
WHEREAS, certain capitalized terms
used herein are defined in Paragraph 11 of this Employment
Agreement.
NOW, THEREFORE, in consideration of
the mutual promises herein contained, the parties hereby agree as
follows:
1. Employment .
(a) The Company hereby employs
Executive as Executive Vice President, and Executive hereby accepts
such employment, on the terms and conditions set forth herein.
During the Term of this Agreement, Executive shall have the
aforesaid title and shall devote his entire business time and all
reasonable efforts to his employment and perform diligently such
duties as are customarily performed by an executive vice president
of companies the size and structure of the Company, together with
such other duties as may be reasonably required from time to time
by the President of the Company, which duties shall be consistent
with his position as set forth above. Such duties shall include,
without limitation, responsibility for the programming content of
the Company’s cable networks and interactive web-based
services and for the marketing of such networks and such services.
The presidents of such networks and services will report directly
to Executive.
(b) Executive shall not, without the
prior written consent of the Company, directly or indirectly,
during the Term of this Agreement, other than in the performance of
duties naturally inherent to the businesses of the Company and in
furtherance thereof, render services of a business, professional or
commercial nature to any other person or firm, whether for
compensation or otherwise; provided, however, that so long as it
does not materially interfere with his full-time employment
hereunder, Executive may serve as a director, trustee or officer
of, or otherwise participate in, educational, welfare, social,
religious, civic or trade organizations.
(c) Executive shall report directly
to the President of the Company.
(d) Executive shall serve as a
member of the Company’s executive management
committee.
2. Term .
The term of this Agreement (the
“Term”) shall begin on January 1, 2004, and shall
continue until December 31, 2008 (the “Expiration
Date”).
3. Compensation .
(a) Annual Salary . For all
services he may render to the Company during the Term, the Company
shall pay to Executive an annual salary of four hundred ninety
thousand dollars ($490,000). Executive’s annual salary may be
increased as determined by the Company in conjunction with his
annual performance review conducted pursuant to the guidelines and
procedures used in the annual performance reviews of senior
executives of the Company, but in any event such salary shall not
be less than $490,000 in any year of the Term. Salary payable by
the Company to Executive under this Paragraph 3(a) shall be payable
in those installments customarily used in payment of salaries to
the Company’s executives (but in no event less frequently
than monthly).
(b) Bonus . For each year of
the Term, Executive shall participate in the Company’s
executive bonus plan with a target bonus opportunity of no less
than 40% of his annual salary under Paragraph 3(a) hereof for such
year. Executive’s target bonus opportunity may be increased
for any
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such year, as determined by the Company in
conjunction with his annual performance review, but in any event
such target bonus opportunity shall not be less than 40% of his
annual salary as set forth in Paragraph 3(a) for such year. Any
bonus payable shall be based on Executive’s attainment,
within the range of the minimum and maximum performance objectives,
of assigned strategic goals established for him for such year by
the President. The Company shall pay to Executive any bonus he
earns under this Paragraph 3(b) at or about the time that it pays
bonuses to other executives participating in the plan.
4. Benefits; Business Expenses;
Relocation . Executive shall be entitled, subject to the terms
and conditions of the appropriate plans, to all benefits provided
to senior level executives in accordance with the Company’s
policies from time to time in effect. Upon delivery of proper
documentation therefor, Executive shall be reimbursed for all
travel, hotel and other business expenses when incurred on Company
business. The Company will provide relocation assistance to
Executive, in accordance with its policies for corporate level
executives, to enable Executive and his family to move to the
Knoxville, Tennessee area. From January 1, 2004 through
June 30, 2004, the Company will provide temporary housing in
Knoxville, Tennessee, for Executive and his family on terms to be
mutually agreed upon.
5. Death or Permanent
Disability .
(a) Death . In the event of
Executive’s death during the Term, Executive’s
employment hereunder shall terminate and Executive shall be
entitled to no further compensation or other payments or benefits
under this Employment Agreement, except as to any unpaid salary
earned and any benefits accrued and earned by him hereunder, in
each case up to and including the date of his death, any bonus that
otherwise would have been paid to him under Paragraph 3(b) hereof
for the year in which his death occurred, prorated for the portion
of such year that Executive served up to and including the date of
his death, and any amount payable to Executive pursuant to the
Company’s standard group life benefits.
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(b) Disability . If
Executive’s permanent disability shall be deemed to have
occurred under any Company-wide employee disability plan during the
Term, Executive’s employment hereunder shall terminate and
Executive shall be entitled to no further compensation or other
payments or benefits under this Employment Agreement, except as to
any unpaid salary earned and any benefits accrued and earned by him
hereunder, in each case up to and including the date of his
disability, any bonus that otherwise would have been paid to him
under Paragraph 3(b) hereof for the year in which his disability
occurred, prorated for the portion of such year that Executive
served up to and including the date of his disability, and any
amount payable to Executive pursuant to such disability
plan.
6. Termination .
(a) The employment of Executive
under this Employment Agreement and the Term:
(i) shall be terminated
automatically upon the death or permanent disability of Executive
subject to the obligations of the Company as set forth in Paragraph
5 hereof, or
(ii) may be terminated for Cause at
any time by the Company, with any such termination not being in
limitation of any other right or remedy the Company may have under
this Employment Agreement or at law (for purposes of this
Employment Agreement, the term “Cause”
meaning:
(A) Executive’s commission of
a felony or an act or series of acts that in any case results in
material injury to the business or reputation of the Company, or
Executive’s willful failure to perform his duties under this
Employment Agreement, which failure has not been cured in all
material respects within twenty (20) days after the Company
gives notice thereof to Executive; or
(B) Executive’s breach of any
material provision of this Employment Agreement, which breach has
not been cured in all material respects within twenty
(20) days after the Company gives notice thereof to
Executive); or
(iii) may be terminated at any time
by the Company without Cause with thirty (30) days’
advance notice to Executive; or
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(iv) may be terminated at any time
by Executive with thirty (30) days’ advance notice to
the Company;
(v) may be terminated by Executive
for Good Reason if the Company fails to cure the event constituting
Good Reason within thirty (30) days of written notice of such
event from Executive, provided that Executive has given notice of
the event forming the basis of Good Reason within forty-five
(45) days after he has knowledge thereof;
(vi) may be terminated by Executive
pursuant to Paragraph 7(g) prior to a Change in Control;
or
(vii) shall terminate automatically
at 11:59 p.m. on the Expiration Date.
(b) Upon any termination of this
Employment Agreement, Executive shall be deemed terminated from all
offices held by Executive in the Company. Notwithstanding anything
to the contrary in Paragraph 6(a), the term “Cause”
shall not include any act or series of acts taken by Executive in
good faith on behalf of the Company, provided that such act or
series of acts was within his authority as Executive, did not
constitute a breach of any fiduciary duty and was not taken again
following his receipt of written direction to cease such act or
acts from the President of the Company.
(c) (i) If Executive’s
employment with the Company is terminated by the Company without
Cause or by Executive for Good Reason, in each case other than
within one year following a Change in Control, the Company shall
pay to Executive an amount equal to three (3) times the per
annum rate of salary in effect under Paragraph 3(a) at the time of
such termination, payable not later than the thirtieth (30
th
) day following
such termination. In such event, Executive shall be entitled to no
further compensation or other payments or benefits under this
Employment Agreement, except as to any unpaid salary earned or any
benefits accrued and earned by him hereunder, in each case up to
and including the date of such termination.
(ii) If Executive’s employment
with the Company is terminated by the Company without Cause or by
Executive for Good Reason, in either case within one year following
a
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Change in Control, Executive shall be entitled
to the Change in Control payments provided for in Paragraph 7, and,
in such event, shall be entitled to no further compensation or
other payments or benefits under this Employment Agreement, except
as to any unpaid salary earned or any benefits accrued and earned
by him hereunder, in each case up to and including the date of such
termination.
(d) If Executive’s employment
with the Company is terminated by the Company for Cause or by
Executive for any reason other than Good Reason, Executive shall be
entitled to no further compensation or other payments or benefits
under this Employment Agreement, except as to any unpaid salary
earned or any benefits accrued and earned by him hereunder, in each
case up to and including the effective date of such
termination.
(e) In the event of termination for
any reason set forth in subparagraph (a) of this Paragraph 6,
Executive’s employment with the Company for all purposes
shall be deemed to have terminated as of the effective date of such
termination hereunder, irrespective of whether the Company has a
continuing obligation under this Employment Agreement to make
payments or provide benefits to Executive after such effective
date.
7. Change in Control Payments and
Related Provisions .
(a) If within one year following a
Change in Control Executive’s employment with the Company is
terminated by the Company without Cause or by Executive for Good
Reason, the Company shall pay to Executive a cash amount equal to
two times the sum of (i) Executive’s salary under
Paragraph 3(a) in effect on the date of such Change in Control and
(ii) his target bonus under Paragraph 3(b) as in effect on the
date of such Change in Control ((i) and (ii) together, the
“CIC Compensation”), payable not later than the
thirtieth day following the date of such Change of
Control.
(b) Anything in this Agreement to
the contrary notwithstanding, in the event it shall be determined
(as hereafter provided) that any payment, benefit or distribution
to or for Executive’s benefit, whether paid or payable or
distributed or distributable pursuant to the terms of this
Agreement or otherwise pursuant to or by reason of any other
agreement, policy, plan, program or arrangement or
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similar right (individually and collectively, a
“Payment”), would be subject, but for the application
of this Paragraph 7, to the excise tax imposed by Section 4999
of the Internal Revenue Code of 1986 (the “Code”) (or
any successor provision thereto) (“Excise Tax”), by
reason of being considered “contingent on a change in
ownership or control” of the Company within the meaning of
Section 280G of the Code (or any successor provision thereto),
Executive shall be entitled to receive an additional payment or
payments (a “Gross-Up Payment”) in an amount such that,
after payment by Executive of all taxes (including any interest or
penalties imposed with respect to such taxes), including any Excise
Tax, imposed upon the Gross-Up Payment, Executive retains an amount
of the Gross-Up Payment equal to the Excise Tax imposed upon the
Payments.
(c) All determinations and
calculations required to be made under this Paragraph 7, including
whether an Excise Tax is payable by Executive and if so the amount
of such Excise Tax, or whether a Gross-Up Payment is required and
if so the amount of such Gross-Up Payment, shall be made by a
nationally-recognized accounting firm (the “Firm”)
(which may be the Company’s or Parent’s independent
auditor) selected by the Company in its sole discretion. The Firm
shall submit its determination and detailed supporting calculations
to Executive and the Company as promptly as practicable. If the
Firm determines that any Excise Tax is payable by Executive and
that a Gross-Up Payment is required, the Company shall pay
Executive the required Gross-Up Payment within thirty
(30) days of receipt of such determination and calculations.
If the Firm determines that no Excise Tax is payable by Executive,
it shall, at the same time it makes such determination, furnish
Executive with an opinion that Executive has substantial authority
not to report any Excise Tax on Executive’s federal income
tax return. Any determination by the Firm hereunder shall be
binding upon Executive and the Company. As a result of the
uncertainty in the application of Section 4999 of the Internal
Revenue Code of 1986 (or any successor provision theret
