EX-10.21






Exhibit 10.21




Scripps Networks Interactive, Inc.

Employee Stock Purchase Plan




Section 1 — Purpose; Effective Date




          The Scripps Networks Interactive, Inc. Employee Stock Purchase Plan is (a) adopted by the
Board of Directors of Scripps Networks Interactive, Inc. (the “Company”) effective immediately
prior to the Distribution Date, as defined in the Employee Matters Agreement by and between The E.
W. Scripps Company and Scripps Networks Interactive, Inc. (the “Effective Date”), and (b) approved
effective as of the Effective Date by The E. W. Scripps Company, as sole shareholder of the
Company. The Plan is established for the general benefit of the Employees of the Company and of
certain of its Subsidiaries. The purpose of the Plan is to facilitate the purchase of Shares by
Eligible Employees through payroll deductions and is intended as an employment incentive and to
encourage ownership of Shares.




          The Plan is intended to qualify as an “employee stock purchase plan” under Section 423 of the
Code. The provisions of the Plan shall be construed so as to extend and limit participation in a
manner consistent with the requirements of Section 423 of the Code.




Section 2 — Definitions



a. “Act” shall mean the Securities Act of 1933.



b. “Administrator” shall mean the Senior Vice President, Human Resources of the Company, subject to
the general control of, and superseding action by, the Board.



c. “Agent” shall mean the bank, brokerage firm, financial institution, or other entity or person(s)
engaged, retained or appointed to act as the agent of the Employer and of the Participants under
the Plan.



d. “Board” shall mean the Board of Directors of the Company.



e. “Closing Value” shall mean, as of a particular date, the value of a Share determined by the
closing sales price for such Share (or the closing bid, if no sales were reported) as quoted on The
New York Stock Exchange for the last market trading day prior to the date of determination, as
reported in The Wall Street Journal or such other source as the Administrator deems
reliable.



f. “Code” shall mean the Internal Revenue Code of 1986, as amended and currently in effect, or any
successor body of federal tax law.




 









 




g. “Company” shall mean Scripps Networks Interactive, Inc., including any successor thereto.



h. “Compensation” shall mean regular base salary or wages, shift differential, commissions (as
paid) and draw actually received as of a particular pay date, including any amounts not paid to an
Employee pursuant to an election under Code Sections 125 and 401(k). Compensation shall not include
any deferred compensation, bonuses, overtime, severance or dismissal pay, cost-of-living
allowances, or any extraordinary pay, or any compensation after an Employee’s last day of work
except for purposes of Section 8 b. hereof.



i. “Designated Subsidiaries” shall mean each Subsidiary, unless specifically excluded from
participation in the Plan by the Board.



j. “Effective Date” has the meaning given that term in Section 1.



k. “Eligible Employee” means any Employee who (1) is regularly scheduled to work at least twenty
(20) hours per week, and (2) is customarily employed for at least five (5) months each calendar
year.



l. “Employee” means any person who performs services as a common law employee of an Employer, and
does not include “leased employees,” as that term is defined under Code Section 414(n), or other
individuals providing services to an Employer in a capacity as an independent contractor.



m. “Employer” means, individually and collectively, the Company and the Designated Subsidiaries.



n. “Enrollment Period” shall mean the one (1) month period ending on the 15th day of the
calendar month preceding an Offering Period during which Eligible Employees may elect to
participate in the Plan with respect to such Offering Period, i.e., for the first quarter of a
year, the Enrollment Period would be November 15 through December 15.



o. “Offering Period” shall mean the one (1) calendar quarter period during which Participants in
the Plan authorize payroll deductions to fund the purchase of Shares on their behalf under the
Plan. The first Offering Period shall commence on the date specified by the Company in its sole
discretion (but in any event after the separation of the Company from The E. W. Scripps Company).



p. “Participant” means any Eligible Employee who has elected to participate in the Plan for an
Offering Period by authorizing payroll deductions and entering into a written subscription
agreement with an Employer or the Administrator during the Enrollment Period for such Offering
Period.



q. “Plan” shall mean the Scripps Networks Interactive, Inc. Employee Stock Purchase Plan.




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r. “Plan Account” shall mean the individual account established by the Agent for each Participant
for purposes of accounting for and/or holding each Participant’s Shares, dividends and
distributions.



s. “Plan Year” shall mean the calendar year.



t. “Purchase Price” shall mean, for each Share purchased in accordance with Section 4 hereof, an
amount equal to the lesser of (1) ninety percent (90%) of the Closing Value of a Share on the first
Trading Day of each Offering Period, or the earliest date thereafter as is administratively
feasible (which for Plan purposes shall be deemed to be the date the right to purchase such Shares
was granted to each Eligible Employee who is, or elects to become, a Participant); or (2) ninety
percent (90%) of the Closing Value of such Share on the last Trading Day of the Offering Period, or
the earliest date thereafter as is administratively feasible (which for Plan purposes shall be
deemed to be the date each such right to purchase such Shares was exercised).



u. “Shares” means the Class A common shares of the Company.



v. “Subsidiary” shall mean a corporation, domestic or foreign, of which not less than fifty percent
(50%) of the voting shares are held by the Company or a Subsidiary, whether or not such corporation
now exists or is hereafter organized or acquired by the Company or a Subsidiary (or as otherwise
may be defined in Code Section 424).



w. “Trading Day” shall mean a day on which national stock exchanges and The New York Stock Exchange
are open for trading.




Section 3 — Eligible Employees




          a. In General. Participation in the Plan is voluntary. All Eligible Employees of an
Employer are eligible to participate in the Plan. Each Eligible Employee who is a Participant shall
have the same rights and privileges as every other Eligible Employee who is a Participant, and only
Eligible Employees of an Employer satisfying the applicable requirements of the Plan will be
entitled to be a Participant.




          b. Limitations on Rights. An Employee who otherwise is an Eligible Employee shall not
be entitled to purchase Shares under the Plan if (1) such purchase would cause such Eligible
Employee to own Shares (including any Shares which would be owned if such Eligible Employee
purchased all of the Shares made available for purchase by such Eligible Employee under all
purchase rights then held by such Eligible Employee, whether or not then exercisable) representing
five percent (5%) or more of the total combined voting power or value of each class of stock of the
Company or any Subsidiary; or (2) such purchase would cause such Eligible Employee to have rights
to purchase more than $25,000 of Shares under the Plan (and under all employee stock purchase plans
of the Company and its Subsidiary corporations which qualify for treatment under Section 423 of the
Code) for any calendar year in which such rights are outstanding (based on the



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Closing Value of such Shares, determined as of the date such rights are granted and can first be
exercised hereunder). For purposes of clause (1) of this paragraph b., the attribution rules set
forth in Section 424(d) of the Code and related regulations shall apply. For purposes of applying
the $25,000 limitation, the number of Shares covered by one right may not be carried over to any
other right.




Section 4 — Enrollment and Offering Periods




          a. Enrolling in the Plan. To participate in the Plan, an Eligible Employee must
enroll in the Plan. Enrollment for a given Offering Period will take place during the Enrollment
Period for such Offering Period.




          b. The Three-Month Offering Period. Any Employee who is an Eligible Employee and who
desires to purchase Shares hereunder must file with the Administrator or Employer an authorization
for payroll deduction and a subscription agreement during an Enrollment Period. Such authorization
shall be effective for the Offering Period immediately following such Enrollment Period. Each
Offering Period shall last for three (3) calendar months, commencing on the first day (or the First
Trading Day) of the calendar quarter and ending on the last day (or the last Trading Day) of the
calendar quarter. There shall be four (4) Offering Periods each Plan Year during the term of this
Plan. On the first day (or the First Trading Day) of each Offering Period each Participant shall be
granted the right to purchase Shares under the Plan and such right shall last only for three (3)
months, i.e., it shall expire at the end of the Offering Period for which it was granted.




          c. Changing Enrollment. The offering of Shares pursuant to the Plan shall occur only
during an Offering Period and shall be made only to Participants. Once an Eligible Employee is
enrolled in the Plan, the Administrator or Employer will inform the Agent of such fact. Once
enrolled, a Participant shall continue to participate in the Plan for each succeeding Offering
Period until he or she terminates his or her participation by revoking his or her payroll deduction
authorization or ceases to be an Eligible Employee. Once a Participant has elected to participate
under the Plan, that Participant’s payroll deduction authorization and subscription agreement shall
apply to all subsequent Offering Periods unless and until the Participant ceases to be an Eligible
Employee, modifies or terminates said authorization and/or agreement or withdraws from the Plan. If
a Participant desires to change his or her rate of contribution, he or she may do so effective for
the next Offering Period by filing a new authorization for payroll deduction and/or subscription
agreement with the Administrator or Employer during the Enrollment Period immediately preceding
such Offering Period, in accordance with rules and procedures established by the Administrator.




Section 5 — Term of Plan




          Unless sooner terminated by the Board or as otherwise provided herein, the Plan shall
terminate upon the tenth anniversary of the Effective Date.




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Section 6 — Number of Shares to Be Made Available




          The total number of Shares made available for purchase by Participants under the Plan is
500,000, which may be authorized but unissued shares, treasury shares, or shares purchased by the
Plan in the open market. The provisions of Section 9 b. shall control in the event the number of
Shares to be purchased by Participants during any Offering Period exceeds the number of Shares
available for sale under the Plan. If all of the Shares authorized for sale under the Plan have
been sold, the Plan shall either be continued through additional authorizations of Shares (such
authorizations must, however, comply with Section 17 hereof), or shall be terminated in accordance
with Section 17 hereof.




Section 7 — Use of Funds




          All payroll deductions received or held by an Employer under the Plan may be used by the
Employer for any corporate purpose, and the Employer shall not be obligated to segregate such
payroll deductions. Any amounts held by an Employer or other party holding amounts in connection
with or as a result of payroll withholding made pursuant to the Plan and pending the purchase of
Shares hereunder shall be considered a non-interest-bearing, unsecured indebtedness extended to the
Employer or other party by the Participants.




Section 8 — Amount of Contribution; Method of Payment




          a. Payroll Withholding. Except as otherwise specifically provided herein, the
Purchase Price will be payable by each Participant by means of payroll withholding. The withholding
shall be in increments of one percent (1%). The minimum withholding permitted shall be an amount
equal to one percent (1%) of a Participant’s Compensation and the maximum withholding shall be an
amount equal to ten percent (10%) of a Participant’s Compensation. In any event, the total
withholding permitted to be made by any Participant for a Plan Year shall be limited to the sum of
$22,500. The actual percentage of Compensation to be deducted shall be specified by a Participant
in his or her authorization for payroll withholding. Participants may not deposit any separate cash
payments into their Plan Accounts.




          b. Application of Withholding Rules. Payroll withholding will commence with the first
paycheck issued during the Offering Period and will continue with each paycheck throughout the
entire Offering Period, except for pay periods for which such Participant receives no compensation
(e.g., uncompensated personal leave, leave of absence, etc.). A pay period which overlaps Offering
Periods will be credited in its entirety to the Offering Period in which it is paid. Payroll
withholding shall be retained by the Employer or other party responsible for making such payment to
the Participant, until applied to the purchase of Shares as described in Section 9 and the
satisfaction of any related federal, state or local withholding obligations (including any
employment tax



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obligations), or until returned to such Participant in connection with a withdrawal from the Plan
or a revocation of authorization described in Section 13.




          At the time the Shares are purchased, or at the time some or all of the Shares issued under
the Plan are disposed of, Participants must make adequate provision for the Employer’s federal,
state, local or other tax withholding obligations (including employment taxes), if any, which arise
upon the purchase or disposition of the Shares. At any time, the Employer may, but shall not be
obligated to, withhold from each Participant’s Compensation the amount necessary for the Employer
to meet applicable withholding obligations, including any withholding required to make available to
the Employer any tax deductions or benefits attributable to the sale or early disposition of Shares
by the Participant. Each Participant, as a condition of participating under the Plan, shall agree
to bear responsibility for all federal, state, and local income taxes required to be withheld from
his or her Compensation as well as the Participant’s portion of FICA (both the OASDI and Medicare
components) with respect to any Compensation arising on account of the purchase or disposition of
Shares. The Employer may increase income and/or employment tax withholding on a Participant’s
Compensation after the purchase or disposition of Shares in order to comply with federal, state and
local tax laws, and each Participant shall agree to sign any and all appropriate documents to
facilitate such withholding.




Section 9 — Purchasing, Transferring Shares




          a. Maintenance of Plan Account. Upon enrollment in the Plan by a Participant and upon
receipt by the Agent of such data as it requires, the Agent shall establish a Plan Account in the
name of such Participant. At the close of each Offering Period, the aggregate amount deducted
during such Offering Period by the Employer from a Participant’s Compensation (and credited to a
non-interest-bearing account maintained by the Employer or other party for bookkeeping purposes)
will be communicated by the Employer to the Agent and shall thereupon be credited by the Agent to
such Participant’s Account (unless the Participant has given written notice to the Administrator of
his or her withdrawal or revocation of authorization, prior to the date such communication is
made). As of the last day of each Offering Period, or as soon thereafter as is administratively
feasible, the Agent will automatically purchase Shares on behalf of each Participant with respect
to those amounts reported to the Agent by the Administrator or Employer as creditable to that
Participant’s Plan Account. On the date of purchase of such Shares, the amount then credited to the
Participant’s Plan Account for the purpose of purchasing Shares hereunder will be divided by the
Purchase Price and there shall be transferred to the Participant’s Plan Account by the Agent the
number of full and fractional Shares which results.




          b. Insufficient Number of Available Shares. In the event the number of Shares to be
purchased by Participants during any Offering Period exceeds the number of Shares available for
sale under the Plan, the number of Shares actually available for sale hereunder shall be limited to
the remaining number of Shares authorized for sale under the Plan and shall be allocated in
accordance with the Company’s instructions by the



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Agent among the Participants in proportion to each Participant’s Compensation during the Offering
Period over the total Compensation of all Participants during the Offering Period. Any excess
amounts withheld and credited to Participants’ Accounts then shall be returned to the Participants
as soon as is administratively feasible.




          c. Handling Excess Shares. In the event that the number of Shares which would be
credited to any Participant’s Plan Account in any Offering Period exceeds the limit specified in
Section 3 b. hereof, such Participant’s Account shall be credited with the maximum number of Shares
permissible, and the remaining amounts will be refunded in cash as soon as administratively
practicable.




          d. Status Reports. Statements of each Participant’s Plan Account shall be given to
participating Employees at least quarterly. The statements shall set forth the Purchase Price and
the number of Shares purchased. The Agent shall hold in its name, or in the name of its nominee,
all Shares so purchased and allocated. No certificate will be issued to a Participant for Shares
held in his or her Plan Account unless he or she so requests in writing or unless such
Participant’s active participation in the Plan is terminated due to death, disability, separation
from service or retirement.




          e. In-Service Share Distributions. A Participant may request that a certificate for
all or part of the full Shares held in his or her Plan Account be sent to him or her after the
relevant Shares have been purchased and allocated. All such requests must be submitted to the
Agent. No certificate for a fractional Share will be issued; the fair value of fractional Shares,
as determined pursuant to the Plan on the date of withdrawal of all Shares credited to a
Participant’s Plan Account, shall be paid in cash to such Participant. The Plan may impose a
reasonable charge, to be paid by the Participant, for each stock certificate so issued prior to the
date active participation in the Plan ceases; such charge shall be paid by the Participant to the
Administrator or Employer prior to the date any distribution of a certificate evidencing ownership
of such Shares occurs.




Section 10 — Dividends and Other Distributions




          a. Reinvestment of Dividends. Cash dividends and other cash distributions received by
the Agent on Shares held in its custody hereunder will be credited to the Plan Accounts of
individual Participants in accordance with their interests in the Shares with respect to which such
dividends or distributions are paid or made, and will be applied, as soon as practical after the
receipt thereof by the Agent, to the purchase in the open market or otherwise at prevailing market
prices of the number of whole and fractional Shares capable of being purchased with such funds
(after deduction of any bank service fees, brokerage charges, transfer taxes, and any other
transaction fee, expense or cost payable in connection with the purchase of such shares and not
otherwise paid by the Employer).




          b. Shares to Be Held in Agent’s Name. All purchases of Shares made pursuant to this
Section will be made in the name of the Agent or its nominee, shall be held as provided in Section
9 hereof, and shall be transferred and credited (to the nearest



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one one-thousandth of a share) to the Plan Account(s) of the individual Participant(s) to which
such dividends or other distributions were credited. Dividends paid in the form of Shares will be
allocated by the Agent, as and when received, with respect to Shares held in its custody hereunder
to the Plan Accounts of individual Participants (to the nearest one one-thousandth of a share) in
accordance with such Participants’ interests in such Shares with respect to which such dividends
were paid. Property, other than Shares or cash, received by the Agent as a distribution on Shares
held in its custody hereunder, shall be sold by the Agent for the accounts of the Participants, and
the Agent shall treat the proceeds of such sale in the same manner as cash dividends received by
the Agent on Shares held in its custody hereunder.




          c. Tax Responsibilities. The automatic reinvestment of dividends under the Plan will
not relieve a Participant (or Eligible Employee with a Plan Account) of any income or other tax
which may be due on or with respect to such dividends. The Agent shall report to each Participant
(or Eligible Employee with a Plan Account) the amount of dividends credited to his or her Plan
Account.




Section 11 — Voting of Shares




          A Participant shall have no interest or voting right in any Shares until such Shares have been
actually purchased by the Agent in the Participant’s behalf. Shares held for a Participant (or
Eligible Employee with a Plan Account) in his or her Plan Account will be voted in accordance with
the Participant’s (or Eligible Employee’s) express written directions. In the absence of any such
directions, such Shares will not be voted.




Section 12 — Sale of Shares




          Subject to the provisions of Section 19, a Participant may at any time, and without
withdrawing from the Plan, by giving notice to the Agent, direct the Agent to sell all or part of
the Shares held on behalf of the Participant. Upon receipt of such a notice on which the
Participant’s signature is guaranteed by a bank or trust company, the Agent shall, as soon as
practicable after receipt of such notice, sell such Shares in the marketplace at the prevailing
market price and transmit the net proceeds of such sale (less any bank service fees, brokerage
charges, transfer taxes, and any other transaction fee, expense or cost) to the Participant.




Section 13 — Withdrawals from the Plan and Revocations




          a. General Rule. A Participant may at any time, by giving written notice to the
Administrator or Employer, withdraw from the Plan or, without withdrawing from the Plan but by
giving written notice to the Administrator or Employer, revoke his or her authorization for payroll
deduction for the Offering Period in which such revocation is made.




          b. Refund of Amounts Not Used to Purchase Shares. At the time of any withdrawal or
revocation under this Section, any amount deducted from payroll which has



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not previously been used to purchase Shares will be used to purchase Shares in accordance with
Section 9a.




          c. Withdrawal of Shares. Upon any withdrawal from the Plan as a result of separation
from employment, as provided in Section 14 of the Plan, a Participant (or his or her executor or
personal administrator), shall elect to either transfer Shares to his or her own personal brokerage
account or receive cash for the full number of Shares then being held in his or her Plan Account.
If the Participant elects cash, the Agent shall sell such Shares in the marketplace at the
prevailing market price and send the net proceeds (less any bank service fees, brokerage charges,
transfer taxes, and any other transaction fee, expense or cost) to the Participant. If no election
is made, Participant’s Shares will be sold as stated herein and net proceeds shall be sent to
Participant. In every case of withdrawal from the Plan, fractional Shares allocated to a
Participant’s Plan Account will be paid in cash at the Closing Value of such Shares on the date
such withdrawal becomes effective (or as soon thereafter as is administratively feasible). Upon any
other withdrawal, the Participant may elect to retain his or her Shares under the Plan until
separation from employment for any reason, at which time this Section 13(c) shall apply.




Section 14 — Separation from Employment




          Separation from employment for any reason, including death, disability, termination or
retirement, shall be treated as a withdrawal from the Plan, as described in Section 13. A service
fee will not be charged for any withdrawal attributable to a separation from employment.




Section 15 — Assignment




          Neither payroll deductions credited to a Participant’s account nor any rights or Shares held
under the Plan may be assigned, alienated, transferred, pledged, or otherwise disposed of in any
way by a Participant other than by will or the laws of descent and distribution. Any such
assignment, alienation, transfer, pledge, or other disposition shall be without effect, except that
the Administrator may treat such act as an election to withdraw from the Plan as described in
Section 13. A Participant’s right to purchase Shares under this Plan may be exercisable during the
Participant’s lifetime only by the Participant.




Section 16 — Adjustment of and Changes in Shares




          If at any time after the effective date of the Plan the Company shall subdivide or reclassify
the Shares which have been sold or may be offered and sold under the Plan, or shall declare thereon
any dividend payable in Shares, then the number and class of Shares which may thereafter be offered
and sold (in the aggregate and to any Participant) shall be adjusted accordingly and in the case of
each subscription outstanding at the time of any such action, the number and class of Shares which
may thereafter be purchased pursuant to such subscription and the Purchase Price shall be adjusted
to such extent as may be determined by the Company or Administrator, following consultation with



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the Company’s independent certified public accountants and legal counsel, to be necessary to
preserve the rights of such subscribers.




Section 17 — Amendment or Termination of the Plan




          The Board shall have the right, at any time, to amend, modify or terminate the Plan without
notice; however, no Participant’s outstanding subscriptions shall be adversely affected by any such
amendment, modification or termination. In no event may the Board effect any of the following
amendments or revisions to the Plan without the approval of the Company’s shareholders: (i)
increase the number of Shares authorized for sale under the Plan, except for permissible
adjustments pursuant to Section 16 in the event of certain changes in the Company’s capitalization,
(ii) alter the purchase price formula so as to reduce the purchase price payable for the Shares
purchasable under the Plan or (iii) modify the eligibility requirements for participation in the
Plan.




Section 18 — Administration




          a. Administration. The Plan shall be administered by the Administrator. The
Administrator shall be responsible for the administration of all matters under the Plan which have
not been delegated to the Agent. The Administrator shall have full and exclusive discretionary
authority to construe, interpret and apply the terms of the Plan, to determine eligibility and to
adjudicate all disputed claims filed under the Plan. Any rule or regulation adopted by the
Administrator shall remain in full force and effect unless and until altered, amended or repealed
by the Administrator.




          b. Specific Responsibilities. The Administrator’s responsibilities shall include, but
shall not be limited to:




               (1) interpreting the Plan (including issues relating to the definition and application of
“Compensation”);



               (2) identifying and compiling a list of persons who are Eligible Employees for an Offering
Period;



               (3) identifying those Eligible Employees not entitled to subscribe for Shares during any
Offering Period on account of the limitations described in Section 3 b. hereof; and



               (4) providing prompt notice to the Agent of the enrollment of Eligible Employees, the Shares
to be credited to Participants’ Plan Accounts, and any written notices of withdrawal or revocation
of authorization filed with the Administrator by individual Participants.


The Administrator may from time to time adopt rules and regulations for carrying out the terms of
the Plan. Interpretation or construction of any provision of the Plan by the Administrator shall be
final and conclusive on all persons, absent specific and contrary


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action taken by the Board. Any interpretation or construction of any provision of the Plan by the
Board shall be final and conclusive.




          c. Electronic or other Media. Notwithstanding any other provision of the Plan to the
contrary, including any provision that requires the use of a written instrument, the Administrator
may establish procedures for the use of electronic or other media in communications and
transactions between the Plan or the Agent and Participants. Electronic or other media may
include, but are not limited to, e-mail, the Internet, intranet systems and automated telephonic
response systems.




Section 19 — Securities Law Restrictions




          Notwithstanding any provision of the Plan to the contrary, no payroll deductions shall take
place and no Shares may be purchased under the Plan until a registration statement has been filed
and become effective with respect to the issuance of the Shares covered by the Plan under the Act.




Section 20 — No Independent Employee’s Rights




          Nothing in the Plan shall be construed to be a contract of employment between an Employer or
Subsidiary and any Employee, or any group or category of Employees (whether for a definite or
specific duration or otherwise), or to prevent the Employer, its parent or any Subsidiary from
terminating any Employee’s employment at any time, without notice or recompense. No Employee shall
have any rights as a shareholder with respect to any Shares until such Shares have actually been
purchased in his or her behalf by the Agent.




Section 21 — Agent’s Powers and Duties




          a. Acceptance. The Agent accepts the agency created under this Plan and agrees to
perform the obligations imposed hereunder.




          b. Receipt of Shares and Dividends. The Agent shall be accountable to each
Participant for Shares held in the Participant’s Plan Account and dividends received with respect
thereto.




          c. Records and Statements. The records of the Agent pertaining to the Plan shall be
open to inspection by the Company at all reasonable times and may be audited from time to time by
any person or parties specified by the Company in writing. The Agent shall furnish the Company
with whatever information relating to the Plan Accounts the Company considers necessary, including,
without limitation, any information required to be furnished, if any, to Participants each January
31 pursuant to Section 6039(a)(2) of the Code and related regulations.




          d. Fees and Expenses. The Agent shall receive from the Company reasonable annual
compensation as may be agreed upon from time to time between the



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Company and the Agent. In the event the Agent resigns or is removed before the end of the year for
which compensation was paid, the compensation paid to the Agent for the year will be prorated
(i.e., number of months of services rendered/12) and the Agent will return any compensation in
excess of the prorated fee which was paid in advance.




          e. Resignation. The Agent may resign at any time as Agent of the Employer and
Participants by giving sixty (60) days’ written notice in advance to the Company, or if the Plan is
amended or modified by the Board and the Agent is unable to comply with such amendment or
modification, the Agent may resign immediately.




          f. Removal. The Company, by giving sixty (60) days’ written notice in advance to the
Agent, may remove the Agent. In the event of the resignation or removal of the Agent, the Company
shall promptly appoint a successor Agent if it intends to continue the Plan.




          g. Interim Duties and Successor Agent. Each successor Agent shall succeed to the
title of the Agent vested in its predecessor by accepting in writing its appointment as successor
Agent and filing the acceptance with the former Agent and the Company without the signing or filing
of any further statement. The resigning or removed Agent, upon receipt of acceptance in writing of
the agency by the successor Agent, shall execute all documents and do all acts necessary to vest
the title in any successor Agent. Each successor Agent shall have and enjoy all of the powers
conferred under this Plan upon its predecessor. No successor Agent shall be personably liable for
any act or failure to act of any predecessor Agent. With the approval of the Company, a successor
Agent may accept the account rendered and the property delivered to it by a predecessor Agent
without incurring any liability or responsibility for so doing.




          h. Limitation of Liability to Participants. The Agent shall not be liable hereunder
for any act or failure to act including, without limitation, any claim of liability arising out of
a failure to terminate a Participant’s Plan Account upon such Participant’s death or adjudication
of incompetency prior to the receipt by the Agent of notice in writing of such death or
incompetency.




Section 22 — Applicable Law




          The Plan shall be construed, administered and governed in all respects under the laws of the
State of Ohio to the extent such laws are not preempted or controlled by federal law.




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Section 23 — Death




          In the event of Participant’s death, the Administrator or Agent shall deliver his or her
Shares and/or cash under the Plan to the executor or administrator of Participant’s estate.




Section 24 — Merger or Consolidation




          If the Company shall at any time merge into or consolidate with another corporation or
business entity, each Participant will thereafter be entitled to receive at the end of the Offering
Period (during which such merger or consolidation occurs) the securities or property which a holder
of Shares was entitled to upon and at the time of such merger or consolidation. The Board shall
determine the kind and amount of such securities or property which each Participant shall be
entitled to receive. A sale of all or substantially all of the assets of the Company shall be
deemed a merger or consolidation for the foregoing purposes.





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