EXHIBIT
10.03D
PERFORMANCE-BASED RESTRICTED
SHARE AGREEMENT
This Agreement is made and entered
into on January 4, 2005, between The E.W. Scripps Company
(“Company”) and Mark Contreras
(“Grantee”).
The parties agree as
follows:
1. The Company hereby delivers to
Grantee a performance-based award of 4,000 Class A Common Shares of
the Company, subject to the terms and conditions of this Agreement
and of the Company’s 1997 Long-Term Incentive Plan (the
“Plan”). All capitalized terms used and not defined
herein shall have the meanings provided therefor in the
Plan.
2. (a) The number of shares Grantee
may earn pursuant to this Agreement is 4,000. The performance
measures for earning the first 1,000 of the shares are as
follows:
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500 shares will
be earned if the Company’s newspaper division internet
revenue for 2005 equals or exceeds $20 million.
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500 shares will
be earned if Grantee develops successfully, as determined by senior
management of the Company, new performance measures for the local
newspapers’ management teams based on local market share and
overall revenue growth.
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(b) Performance measures for the
second 1,000 of the shares that may be earned pursuant to this
Agreement shall be established by senior management of the Company
by February 15, 2006, and performance measures for the remaining
2,000 of the shares that may be earned pursuant to this Agreement
shall be established by such management by February 15,
2007.
3. Grantee shall have no rights, as
a shareholder or otherwise, with respect to shares that may be
earned under this Agreement until such shares have been
earned.
4. Any shares earned under this
Agreement (“Earned Shares”) will vest on the January 1
that fir
