EX-10.9






Exhibit 10.9




Scripps Networks Interactive, Inc.

Executive Annual Incentive Plan




1. Purpose of the Plan; Effective Date



The purpose of the Executive Annual Incentive Plan (the “Plan”) is to promote the interests of
Scripps Networks Interactive, Inc. (the “Company”) and its shareholders by providing incentive
compensation for certain designated key executives and employees of the Company and its
subsidiaries.



This Plan is adopted effective immediately prior to the Distribution Date as defined in the
Employee Matters Agreement by and between The E. W. Scripps Company and the Company (the “Effective
Date”) by the Board of Directors of the Company.




2. Definitions



As used in this Plan, the following capitalized terms have the respective meanings set forth in
this section:





	(a)	 	Act: The Securities Exchange Act of 1934, as amended, or any successor thereto.






	(b)	 	Affiliate: Means any Person controlling or under common control with the Company or any
Person of which the Company directly or indirectly has Beneficial Ownership of securities
having a majority of the voting power.






	(c)	 	Award: A periodic cash incentive award granted pursuant to the Plan.
	 
	(d)	 	Beneficial Owner: As such term is defined in Rule 13d-3 under the Act (or any successor rule thereto).
	 
	(e)	 	Board: The Board of Directors of the Company.
	 
	(f)	 	Change in Control shall occur with respect to all participants in the Plan when after the Distribution Date:
	 
		 	(i) any Person becomes a “Beneficial Owner” of a majority of the outstanding Common Voting
Shares, $.01 par value, of the Company (or shares of capital stock of the Company with
comparable or unlimited voting rights), excluding, however, The Edward W. Scripps Trust (the
“Trust”) and the trustees thereof, and any person that is or becomes a party to the Scripps
Family Agreement, dated October 15, 1992, as amended currently and as it may be amended from
time to time in the future (the “Family Agreement”);
	 
		 	(ii) the majority of the Board of Directors of the Company (the “Board”) consists of individuals
other than Incumbent Directors; or
	 
		 	(iii) assets of the Company accounting for 90% or more of the Company’s revenues (hereinafter
referred to as “substantially all of the Company’s assets”) are disposed of pursuant to a
merger, consolidation, sale, or plan of liquidation and dissolution (unless the Trust or the
parties to the Family Agreement have Beneficial Ownership of, directly or indirectly, a
controlling interest (defined as owning a majority of the voting power) in the entity surviving
such merger or consolidation or acquiring such assets upon such sale or in connection with such
plan of liquidation and dissolution);
	 
	(g)	 	Change in Control shall occur with respect to a particular participant in the Plan employed
by a particular subsidiary or division of a subsidiary when after the Distribution Date:
	 
		 	(i) any Person, other than the Company or an Affiliate, acquires Beneficial Ownership of
securities of the particular subsidiary of the Company employing the participant having at least
fifty percent (50%) of the voting power of such subsidiary’s then outstanding securities; or

	 
		 	(ii) the particular subsidiary sells to any Person other than the Company or an Affiliate all or
substantially all of the assets of the particular division thereof to which the participant is
assigned.

	 
	(h)	 	Code: The internal Revenue Code of 1986, as amended, or any successor thereto.




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	(i)	 	Committee: The Incentive Plan Committee of the Board, or any successor thereto, or any other
committee designated by the Board to assume the obligations of the Committee hereunder.
	 
	(j)	 	Company: Scripps Networks Interactive, Inc., an Ohio corporation.
	 
	(k)	 	Covered Employee: An employee who is, or who is anticipated to become, a covered employee, as such
term is defined in Section 162(m) of the Code (or any successor section thereto).
	 
	(l)	 	Distribution Date: Has the meaning given that term in Section 1.
	 
	(m)	 	Effective Date: Has the meaning given that term in Section 1.
	 
	(n)	 	Incumbent Director: Means a member of the Board on the Distribution Date, provided that any
person becoming a director subsequent to the Distribution Date, whose election or nomination
for election was supported by a majority of the directors who then comprised the Incumbent
Directors shall be considered to be an Incumbent Director.
	 
	(o)	 	Participant: A Covered Employee of the Company or any of its Subsidiaries who is selected by the
Committee to participate in the Plan pursuant to Section 4 of the Plan.
	 
	(p)	 	Performance Period: The calendar year or any other period that the Committee, in its sole
discretion, may determine.
	 
	(q)	 	Person: As such term is used for purposes of Section 13(d) or 14(d) of the Act or any successor sections
thereto.
	 
	(r)	 	Plan: The Scripps Networks Interactive, Inc. Executive Annual Incentive Plan.
	 
	(s)	 	Separation from Service: A “separation from service” as defined under Section 409A of the
Code. Upon a sale or other disposition of the assets of the Company or any Affiliate to an
unrelated purchaser, the Committee reserves the right, to the extent permitted by Section 409A
of the Code, to determine whether Participants providing services to the purchaser after and
in connection with the purchase transaction have experienced a Separation from Service.
	 
	(t)	 	Shares: Class A common shares of the Company.





3. Administration



The Plan shall be administered by the Committee or such other persons designated by the Board. The
Committee shall have the authority to select the Covered Employees to be granted Awards under the
Plan, to determine the size and terms of an Award (subject to the limitations imposed on Awards in
Section 5 below), to modify the terms of any Award that has been granted (except for any
modification that would increase the amount of the Award), to determine the time when Awards will
be made and the Performance Period to which they relate, to establish performance objectives in
respect of such Performance Periods and to certify that such performance objectives were attained;
provided, however, that any such action shall be consistent with the applicable provisions of
Section 162(m) of the Code. The Committee is authorized to interpret the Plan, to establish, amend
and rescind any rules and regulations relating to the Plan, and to make any other determinations
that it deems necessary or desirable for the administration of the Plan; provided, however, that
any action permitted to be taken by the Committee may be taken by the Board, in its discretion. Any
decision of the Committee in the interpretation and administration of the Plan, as described
herein, shall lie within its sole and absolute discretion and shall be final, conclusive and
binding on all parties concerned. Determinations made by the Committee under the Plan need not be
uniform and may be made selectively among Participants, whether or not such Participants are
similarly situated. The Committee shall have the right to deduct from any payment made under the
Plan any federal, state, local or foreign income or other taxes required by law to be withheld with
respect to such payment. To the extent consistent with the applicable provisions of Sections 162(m)
of the Code, the Committee may delegate to one or more employees of the Company or any of its
Subsidiaries the authority to take actions on its behalf pursuant to the Plan.




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4. Eligibility and Participation



The Committee shall designate those persons who shall be Participants for each Performance Period.
Participants shall be selected from among the Covered Employees of the Company and any of its
Subsidiaries who are in a position to have a material impact on the results of the operations of
the Company or of one or more of its Subsidiaries.




5. Awards





	(a)	 	Performance Goals. A Participant’s Award shall be determined based on the attainment of
written performance goals approved by the Committee for a Performance Period established by
the Committee (i) while the outcome for the Performance Period is substantially uncertain and
(ii) no more than 90 days after the commencement of the Performance Period to which the
performance goal relates. The Committee reserves the right to adjust any performance goals for
unusual or unplanned items, favorable or unfavorable. The performance goals, which must be
objective, shall be based solely upon specified levels of or growth in one or more or the
following criteria:




1. Earnings per share;

2. Segment profit;

3. Gross margin;

4. Operating or other expenses;

5. Earnings before interest and taxes (“EBIT”);

6. Earnings before interest, taxes, depreciation and amortization;

7. Free cash flow;

8. Net income;

9. Return on investment (determined with reference to one or more categories of

income or cash flow and one or more categories of assets, capital or equity);

10. Stock price appreciation;

11. Viewer ratings or impressions;

12. Online revenue;

13. Online segment profit;

14. Website traffic;

15. Market share; and

16. Revenue.






	 	 	The foregoing criteria may relate to the Company, one or more of its Subsidiaries or one or more
of its divisions, units, partnerships, joint ventures or minority investments, product lines or
products or any combination of the foregoing, and may be applied on an absolute basis or be
relative to the Company’s annual budget, one or more peer group companies or indices, or any
combination thereof, all as the Committee shall determine. In addition, to the degree consistent
with Section 162(m) of the Code (or any successor section thereto), the performance goals may be
calculated without regard to extraordinary items. The maximum amount of an Award to any
Participant with respect to a fiscal year of the Company shall be $4,000,000.

	 
	(b)	 	Payment. The Committee shall determine whether, with respect to a Performance Period, the
applicable performance goals have been met with respect to a given Participant and, if they
have, to so certify, and ascertain the amount of the applicable Award. No Awards will be paid
for such Performance Period until such certification is made by the Committee. The amount of
the Award actually paid to a given Participant may be less than the amount determined by the
applicable performance goal formula (including zero), at the discretion of the Committee. The
amount of the Award determined by the Committee for a Performance Period shall be paid to the
Participant at such time as determined by the Committee in its sole discretion after the end
of such Performance Period, but in no event later than March 15 of the calendar year
immediately following the end of the Performance Period.






	(c)	 	Compliance with Section 162(m) of the Code. The provisions of this Section 5 shall be
administered and interpreted in accordance with Section 162(m) of the Code to ensure the
deductibility by the Company or its Subsidiaries of the payment of Awards; provided, however,
that the Committee may, in its sole discretion, administer the Plan in violation of Section
162(m) of the Code.






	(d)	 	Termination of Employment. If a Participant dies, retires, is assigned to a different
position, is granted a leave of absence, or if the Participant’s employment is otherwise
terminated (except with cause by the Company, as determined by the Committee in its sole
discretion) during a Performance Period (other than a Performance Period in which a Change in
Control occurs), a pro rata share of the Participant’s award based on the period of actual





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participation shall be paid to the Participant after the end of the Performance Period, but in
no event later than March 15 of the calendar year immediately following the end of the
Performance Period, if it would have become earned and payable had the Participant’s employment
status not changed; provided, however, that the amount of the Award actually paid to a given
Participant may be less than the amount determined by the applicable performance goal formula
(including zero), at the discretion of the Committee.



6. Amendments or Termination



The Board or the Committee may amend, alter or discontinue the Plan, but no amendment, alteration
or discontinuation shall be made which would impair any of the rights or obligations under any
Award theretofore granted to a Participant under the Plan without such Participant’s consent,
unless the Board or the Committee, as the case may be, determines in good faith that such action is
necessary to comply with Section 409A of the Code; provided, however, that the Board or the
Committee may amend the Plan in such manner as it deems necessary to permit the granting of Awards
meeting the requirements of the Section 162(m) of the Code or other applicable laws.
Notwithstanding anything to the contrary herein, the Board may not amend, alter or discontinue the
provisions relating to Section 10(b) of the Plan after the occurrence of a Change in Control.




7. No Right to Employment



Neither the Plan nor any action taken hereunder shall be construed as giving any Participant or
other person any right to continue to be employed by or perform services for the Company or any
Subsidiary, and the right to terminate the employment of or performance of services by any
Participant at any time and for any reason is specifically reserved to the Company and its
Subsidiaries.




8. Nontransferability of Awards



An award shall not be transferable or assignable by the Participant otherwise than by will or by
the laws of descent and distribution.




9. Reduction of Awards



Notwithstanding anything to the contrary herein, the Committee, in its sole discretion (but subject
to applicable law), may reduce any amounts payable to any Participant hereunder in order to satisfy
any liabilities owed to the Company or any of its Subsidiaries by the Participant.




10. Adjustments Upon Certain Events





	(a)	 	Generally. In the event of any change in the outstanding Shares by reason of any Share
dividend or split, reorganization, recapitalization, merger, consolidation, spin-off,
combination or exchange of Shares or other corporate exchange, or any distribution to
stockholders of Shares other than regular cash dividends, the Committee in its sole discretion
and without liability to any person may make such substitution or adjustment, if any, as it
deems to be equitable, as to any affected terms of outstanding Awards.






	(b)	 	Change in Control. In the event that (i) a Participant incurs a Separation from Service
during a given Performance Period (the “Affected Performance Period”) and (ii) a Change in
Control shall have occurred within the 365 days immediately preceding the date of such
Separation from Service, then such Participant shall receive an Award for the Affected
Performance Period as if the performance goals for such Performance Period had been achieved
at 100%. The Award shall be paid to the Participant within 30 days following the date of his
or her Separation from Service; provided, however, that if the Participant is a “specified
employee,” as determined under the Company’s policy for determining specified employees, on
the date of his or her Separation from Service, then to the extent required in order to comply
with Section 409A of the Code, the Award shall instead be paid (together with interest at the
applicable federal rate under Section 7872(f)(2)(A) of the Code in effect on the date of
Separation from Service) within 10 days after the first business day following the six month
anniversary of such Separation from Service (or, if the Participant dies during such six-month
period, within 10 days after the Participant’s death).




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11. Compliance with Section 409A



It is intended that the payments of Awards provided under this Plan shall either be exempt from the
application of, or comply with, the requirements of Section 409A of the Code. This Plan shall be
construed, administered, and governed in a manner that effects such intent, and the Committee shall
not take any action that would be inconsistent with such intent.




12. Miscellaneous Provisions



The Company is the sponsor and legal obligor under the Plan and shall make all payments hereunder.
The Company shall not be required to establish any special or separate fund or to make any other
segregation of assets to ensure the payment of any amounts under the Plan, and the Participants’
rights to the payment hereunder shall be no greater than the rights of the Company’s (or
Subsidiary’s) unsecured creditors. All expenses involved in administering the Plan shall be borne
by the Company.




13. Choice of Law



The Plan shall be governed by and construed in accordance with Ohio law.





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