THE E. W. SCRIPPS COMPANY
RESTRICTED STOCK UNIT AGREEMENT
(Non-Employee Directors)
Summary of
Restricted Stock Unit Grant
The E. W. Scripps
Company, an Ohio corporation (the “Company”), grants to
the Grantee named below, in accordance with the terms of The E. W.
Scripps Company 1997 Long-Term Incentive Plan, as amended (the
“Plan”) and this Restricted Stock Unit Agreement (the
“Agreement”), the following number of Restricted Stock
Units, on the Grant Date set forth below:
1. Grant
of Restricted Stock Units . Subject to and upon the terms,
conditions, and restrictions set forth in this Agreement and in the
Plan, the Company hereby grants to the Grantee as of the Grant
Date, the total number of Stock Units (the “Restricted Stock
Units”) set forth above. Each Restricted Stock Unit shall
represent the contingent right to receive one Class A Common
Share of the Company (“Share”) and shall at all times
be equal in value to one Share. The Restricted Stock Units shall be
credited in a book entry account established for the Grantee until
payment in accordance with Section 3 hereof.
2. Forfeiture of Restricted Stock Units . The
Restricted Stock Units (including without limitation any right to
dividend equivalents described in Section 6 hereof relating to
dividends payable on or after the date of forfeiture) are subject
to the forfeiture provisions set forth in Section 11 of the
Plan.
(a) Except
as may be otherwise provided in Section 3(b), the Company
shall deliver to the Grantee (or the Grantee’s estate in the
event of death) the Shares underlying the Restricted Stock Units
within thirty (30) days following the earlier of (i) the
Grantee’s “separation from service” within the
meaning of Section 409A of the Code; (ii) the occurrence
of a “change in the ownership,” a “change in the
effective control” or a “change in the ownership of a
substantial portion of the assets” of the Company within the
meaning of Section 409A of the Code; or (iii) the first
anniversary of the Grant Date.
(b) If
the Restricted Stock Units become payable as a result of
Section 3(a)(i), and the Grantee is a “specified
employee” at that time within the meaning of
Section 409A of the Code (as determined pursuant to the
Company’s policy for identifying specified employees), then
to the extent required to comply with Section 409A of the
Code, the Shares shall instead be delivered to the Grantee within
thirty (30) days after the first business day that is more
than six months after the date of his or her separation from
service (or, if the Grantee dies during such six-month period,
within ninety (90) days after the Grantee’s
death).
(c) The
Company’s obligations with respect to the Restricted Stock
Units shall be satisfied in full upon the delivery of the Shares
underlying the Restricted Stock Units.
4. Transferability . The Restricted Stock Units may not
be transferred, assigned, pledged or hypothecated in any manner, or
be subject to execution, attachment or similar process, by
operation of law or otherwise, unless otherwise provided under the
Plan. Any purported transfer or encumbrance in violation of the
provisions of this Section 4 shall be void, and the other
party to any such purported transaction shall not obtain any rights
to or interest in such Restricted Stock Units.
5. Dividend, Voting and Other Rights . The Grantee
shall not possess any incidents of ownership (including, without
limitation, dividend and voting rights) in the Shares underlying
the Restricted Stock Units until such Shares have been delivered to
the Grantee in accordance with Section 3 hereof. The
obligations of the Company under this Agreement will be merely that
of an unfunded and unsecured promise of the Company to deliver
Shares in the future, and the rights of the Grantee will be no
greater than that of an unsecured general creditor. No assets of
the Company will be held or set aside as security for the
obligations of the Company under this Agreement.
6. Payment of Dividend Equivalents . From and after the
Grant Date and until the earlier of (a) the time when the
Restricted Stock Units are paid in accordance with Section 3
hereof or (b) the time when the Grantee’s right to payment of
the Restricted Stock Units is forfeited in accordance with
Section 2 hereof, on the date that the Company pays a cash
dividend (if any) to holders of Shares generally, the
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