Exhibit 10.4
NONQUALIFIED STOCK OPTION
AGREEMENT
(DIRECTORS)
This Agreement is made and entered
into as of
(“Date of Grant”) between Scripps Networks Interactive,
Inc. (“Company”) and
(“Grantee”).
In consideration of the mutual
promises contained herein and for other good and valuable
consideration, the parties agree as follows:
1. The Company delivers to the
Grantee a Nonqualified Stock Option to purchase
Class A Common Shares (the “Shares”) of the
Company (the “Option”). The Option is subject to the
terms and conditions herein set forth and to the terms and
conditions of the Company’s 2008 Long-Term Incentive Plan
(the “Plan”).
2. Unless and until terminated or
forfeited as provided herein or in the Plan, the Option shall
become exercisable from
until its expiration date on
,
during which period the Grantee may exercise all or part of the
Option provided that each exercise is for at least 50 Shares (the
“Minimum Exercise”).
3. The exercise price of the Shares
shall be
$
per share, the Closing Price on the Date of Grant.
4. The Option shall expire at
midnight on
,
unless sooner terminated, forfeited or modified under a provision
of this Agreement or the Plan.
5. The Option may not be exercised
by anyone other than the Grantee or Grantee’s guardian or
legal representative during Grantee’s lifetime. In the event
of Grantee’s death, the Option may be exercised by the
executor or administrator of the Grantee’s estate or, if no
executor or administrator has been appointed, by the successor or
successors in interest determined under the Grantee’s will or
under the applicable laws of descent and distribution. Except as
otherwise provided herein or in the Plan, the Option may not be
transferred, assigned, encumbered or alienated in any way by the
Grantee and any attempt to do so shall render the Option and any
unexercised portion thereof, at the discretion of the Company,
null, void and unenforceable.
6(a). To the extent that the Option
becomes exercisable in accordance with Section 2, and subject
to the Minimum Exercise, it may be exercised in whole or in part by
delivering to the Company or the Company’s representative
written notice of exercise specifying the number of Shares to be
purchased. Such notice shall be accompanied by: 1) cash or a check
in payment of the option exercise price, or; 2) delivery of
previously acquired Shares that are not restricted, which will be
valued at their Closing Price on the exercise date in payment of
the option exercise price, or; 3) a combination of cash or check
and such Shares in payment of the option exercise price.
6(b). Subject to the Minimum
Exercise, the Option may also be exercised in whole or in part by
giving an irrevocable notice of exercise to the Company’s
brokerage representative. The date on which such notice is received
by the broker shall be the date of the exercise of the Option,
provided that within five business days of the delivery of such
notice the funds to pay for exercise of the Option are delivered to
the Company by a broker acting on behalf of the Grantee either in
connection with the sale of the shares underlying the Option or in
connection with the making of a margin loan to the Grantee to
enable payment of the exercise price of the Option.
7. The Company shall, upon exercise
of the Option pursuant to section 6(a) or 6(b), issue or cause to
be issued to the Grantee (or Grantee’s executor or
administrator or other person entitled thereto), a stock
certificate for the number of Shares purchased there
