EX-10.11






Exhibit 10.11




SCRIPPS NETWORKS INTERACTIVE, INC.




2008 DEFERRED COMPENSATION AND

STOCK PLAN FOR DIRECTORS




     Scripps Networks Interactive, Inc. (the “Company”) adopted the 2008 Deferred Compensation and
Stock Plan for Directors (the “Plan”) effective as of the Effective Date (as defined below)
pursuant to the terms of the terms and conditions of the Employee Matters Agreement by and between
The E. W. Scripps Company and Scripps Networks Interactive, Inc. (the “Employee Matters
Agreement”).



ARTICLE I

DEFINITIONS




     For purposes of the Plan, the following words and phrases shall have the meanings set forth
below, unless their context clearly requires a different meaning:



     “Account” means the bookkeeping account maintained by the Company on behalf of each
Participant pursuant to this Plan. The sum of each Participant’s Fixed Income Account and Phantom
Stock Account shall constitute his Account.



     “Beneficiary” or “Beneficiaries” means the person or persons, including one or more trusts,
designated by a Participant in accordance with the Plan to receive payment of the remaining balance
of the Participant’s Account in the event of the death of the Participant prior to the
Participant’s receipt of the entire vested amount credited to his Account.



     “Beneficiary Designation Form” means the form established from time to time by the Committee
that a Participant completes, signs and returns to the Committee to designate one or more
Beneficiaries.



     “Board” means the Board of Directors of the Company.



     “Change in Control” means 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.



     “Code” means the Internal Revenue Code of 1986, as amended.



     “Committee” means the Company’s Compensation Department, or its designee, or such other
department as designated by the Board from time to time.



     “Company” means Scripps Networks Interactive, Inc. and its successors, including, without
limitation, the surviving corporation resulting from any merger or consolidation of Scripps
Networks Interactive, Inc. with any other corporation, limited liability company, joint venture,
partnership or other entity or entities.



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     “Deferral Election” means the Participant’s election on a form approved by the Committee to
defer a portion of his Director Fees in accordance with the provisions of Article III.



     “Director” means any individual who is a member of the Board and who is not an employee of the
Company or its subsidiaries or affiliates.



     “Director Fees” means the annual cash retainer for Board and committee service, special
assignment fees, meeting fees, committee chair or presiding director fees, and other cash amounts
payable to a Participant for service to the Company as a Director.



     “Disability” means a “disability” as defined under Section 409A of the Code.



     “Effective Date” means the Distribution Date as defined in the Employee Matters Agreement.



     “Employee Matters Agreement” has the meaning given such term in the preamble to this Plan.



     “Fair Market Value” means, as of any date, the closing sale price per Share as reported on the
principal exchange on which Shares are then trading, if any, or if there are no sales on such day,
on the next preceding trading day during which a sale occurred.



     “Fixed Income Account” means each bookkeeping Fixed Income Account maintained by the Company
on behalf of each Participant pursuant to Article IV.



     “Participant” means any Director who (i) at any time elected to defer the receipt of Director
Fees in accordance with the Plan, and (ii) in conjunction with his Beneficiary, has not received a
complete payment of the vested amount credited to his Account.



     “Plan” means this deferred compensation plan, which shall be known as the 2008 Deferred
Compensation and Stock Plan for Directors.



     “Payment Commencement Date” means the payment commencement date for the each Account, as
designated by the Participant in accordance with Section 3.3(a), which date shall either be (i) the
first business day of the calendar year immediately following the calendar year in which occurs the
Participant’s Separation from Service, or (ii) the first business day of a calendar year specified
by the Participant, which year must be at least three calendar years after the calendar year in
which the Director designates the Payment Commencement Date for that Account.



     “Phantom Stock Account” means the bookkeeping Phantom Stock Account maintained by the Company
on behalf of each Participant pursuant to Article IV.



     “Scripps” means The E. W. Scripps Company.



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     “Scripps Plan” means The E. W. Scripps Company 1997 Deferred Compensation and Stock Plan for
Directors.



     “Separation from Service” means a termination of service with the Company (and all other
“service recipients” as defined in Section 409A of the Code) in such a manner as to constitute a
“separation from service” as defined under Section 409A of the Code.



     “Share” means a share of Class A common stock of the Company, or any security into which such
Share may be changed by reason of any transaction or event of the type referred to in Section
4.3(c) of this Plan.



     “Specified Employee” means a “specified employee” of the Company, as defined in Section 409A
of the Code (with such classification to be determined in accordance with the methodology
established by the Company from time to time in its sole discretion).



     “Subsequent Payment Election” has the meaning given to such term in Section 5.3 hereof.



     “Unforeseeable Emergency” means an “unforeseeable emergency” as defined under Section 409A of
the Code.



ARTICLE II

ELIGIBILITY




     2.1. Participation. Participation in the Plan shall be limited to Directors who elect to
participate in the Plan by filing a Deferral Election and other applicable materials with the
Committee in accordance with this Article II.



     2.2. Enrollment Requirements. As a condition to participation, each Director shall complete,
execute and return to the Committee a Deferral Election no later than the date or dates specified
in Section 3.1. The Committee may establish from time to time such other enrollment requirements as
it determines in its sole discretion are necessary.



     2.3. Beneficiary Designation Form. Each Participant shall also file a Beneficiary Designation
Form with the Committee at the time the Participant files an initial Deferral Election. A
Participant’s Beneficiary Designation Form may be changed at any time prior to his death by the
execution and delivery of a new Beneficiary Designation Form. The Beneficiary Designation Form on
file with the Committee that bears the latest date at the time of the Participant’s death shall
govern. If a Participant fails to properly designate a Beneficiary in accordance with this Section
2.3, then his Beneficiary shall be his estate.



ARTICLE III

DEFERRAL ELECTIONS




     3.1. Timing of Deferral Election.



          (a) In General. A Participant may elect to defer Director Fees for a calendar year in
accordance with this Section 3.1(a). The Deferral Election must be filed with the



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Committee by, and shall become irrevocable as of, December 31 (or such earlier date as
specified by the Committee on the Deferral Election) of the calendar year next preceding the
calendar year for which such Director Fees would otherwise be earned.




          (b) New Participants. In the first calendar year in which an individual becomes a
Director, the newly eligible Participant may make an election to defer Director Fees for that
calendar year in accordance with this Section 3.1(b). The Deferral Election must be filed with the
Committee by the thirtieth (30th) day following the date that the individual first becomes a
Director (or such earlier date as specified by the Committee on the Deferral Election). The
Deferral Election shall become irrevocable on the date that it is received by the Committee. The
Deferral Election shall only apply to Director Fees earned after the date that the Deferral
Election becomes irrevocable.




     3.2. Contents of Deferral Election. Each Deferral Election shall set forth (a) the percentage
(in 1% increments) of Director Fees that shall be deferred under the Plan, and (b) the allocation
(in 1% increments) of the deferred Director Fees between a Fixed Income Account and a Phantom Stock
Account. Elections made pursuant to this Section 3.2 shall remain in effect for the next calendar
year and for subsequent calendar years unless and until a new Deferral Election is provided in
accordance with Section 3.1. If a Participant does not designate the Account to which deferrals of
Director Fees shall be credited on a Deferral Election as provided in this Section 3.2 (or such
designation does not comply with the terms of the Plan), such deferrals shall be credited to the
Participant’s Fixed Income Account.



     3.3. Payment Elections.



          (a) In General. The first Deferral Election filed by a Participant pursuant to
Section 3.1 to which amounts are first credited to a Fixed Income Account or a Phantom Stock
Account, as the case may be, shall also designate:




               (i) The Payment Commencement Date for that Account. If a Participant does not designate the
Payment Commencement Date for an Account as provided in this Section 3.3, then the Payment
Commencement Date for that Account shall be the first business day of the calendar year immediately
following the calendar year in which occurs the Participant’s Separation from Service.



               (ii) If amounts are being credited to a Phantom Stock Account, whether payments will be made
in the form of cash or Shares. If a Participant does not designate the medium of payment of his
Phantom Stock Account as provided in this Section 3.3(a)(ii) (or such designation does not comply
with the terms of the Plan), then the Phantom Stock Account shall be paid in cash.



               (iii) If amounts are being credited to a Fixed Income Account or a Phantom Stock Account
payable in cash, whether payments from that Account will be made in a single lump sum or in a
number of approximately equal monthly installments over a specified period not exceeding fifteen
years. If a Participant does not designate the form of payment of an Account as provided in this
Section 3.3(a)(iii) (or such designation does not comply with the terms of the Plan), then that
Account shall be paid in a single lump sum. If the Phantom Stock



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Account is to be paid in the form of Shares, then the Account will be paid in a single lump
sum notwithstanding any election made in accordance with this Section 3.3(a)(iii) to the contrary.




          (b) Irrevocability. The Payment Commencement Date, medium of payment and form of
payment designated on that first Deferral Election will apply to all amounts credited to the
Account under the Plan (including with respect to all subsequent calendar years) unless changed in
accordance with Section 5.3.




ARTICLE IV

ACCOUNTS




     4.1. In General. The Company shall establish and maintain a separate Fixed Income Account and
Phantom Stock Account for each Participant. A Participant’s Accounts shall be utilized solely as a
device for measurement and determination of the amounts to be paid to the Participant pursuant to
the Plan, and shall not constitute or be treated as a trust fund of any kind.



     4.2. Fixed Income Account. Director Fees that a Participant elects to defer to the Fixed
Income Account shall be credited to that Account on the date the Director Fees would otherwise have
been paid to the Participant. Amounts credited to a Participant’s Fixed Income Account shall
thereafter be credited with interest, compounded annually, from the date the amounts are credited
thereto to the last day of the calendar year (or to the date of payment, if earlier), at the rate
equal to the twelve month average of the 10-year Treasury rate (determined as of November of the
prior calendar year), plus 100 basis points.



     4.3. Phantom Stock Account.



          (a) In General. Director Fees that a Participant elects to defer to the Phantom Stock
Account shall be credited to that Account, on the date the Director Fees would otherwise have been
paid to the Participant, with a number of phantom stock units equal to the Shares (and fractions
thereof) that could have been purchased with the amount deferred as of such date at the Fair Market
Value of the Shares on such date. As of the date any dividend is paid to holders of Shares, the
Participant’s Phantom Stock Account shall also be credited with an additional number of phantom
stock units equal to the number of Shares (including fractions thereof) that could have been
purchased with the dividend at the Fair Market Value on such date, assuming that the dividend were
paid on a number of Shares equal to the number of phantom stock units credited to the Participant’s
Phantom Stock Account.




          (b) Adjustments upon Change in Capitalization. In the event of any merger,
reorganization consolidation, recapitalization, liquidation, stock dividend, split-up, spin-off,
stock split, reverse stock split, share combination, share exchange, extraordinary dividend, or any
change in the corporate structure affecting the Shares, the number of phantom stock units credited
to a Participant’s Phantom Stock Account and/or the kind or class of Shares deliverable under the
Plan shall be adjusted in such manner as may be determined to be appropriate and equitable by the
Board, in its sole discretion, to prevent dilution or enlargement of benefits or potential benefits
intended to be made available under the Plan. The determination of the Board as to such
adjustments, if any, to be made shall be conclusive and binding on all Participants and
Beneficiaries.




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     4.4. Vested Interest. Each Participant shall at all times have a fully vested and
nonforfeitable interest in the amounts credited to his Accounts.



ARTICLE V

PAYMENTS




     5.1. Time and Form of Payment.



          (a) Time of Payment. Except as otherwise provided in this Article V, payments to a
Participant with respect to the Participant’s Account shall begin as of the Participant’s Payment
Commencement Date selected by the Participant for that Account in accordance with Section
3.3(a)(i).




          (b) Form of Payment. Except as otherwise provided in this Article V, payments to a
Participant with respect to the Participant’s Account shall be in the form of payment selected by
the Participant for that Account in accordance with Section 3.3(a)(iii). In the event that an
Account is paid in installments: (i) the first installment shall commence on the Payment
Commencement Date (subject to Section 5.1(c)), and each subsequent installment shall be paid on the
commencement monthly anniversary date until the Account has been fully paid; (ii) the amount of
each installment shall equal the quotient obtained by dividing the Participant’s Account balance as
of the date of payment by the number of installment payments remaining to be paid at the time of
the calculation; and (iii) the amount of such Account remaining unpaid shall continue to be
credited with earnings as provided in Article IV hereof.




          (c) Six-Month Delay. Notwithstanding anything in this Plan to the contrary, if a
Participant is a Specified Employee on the date of his Separation from Service, then to the extent
necessary to comply with Section 409A of the Code, any amounts that would otherwise be paid during
the first six months following such Separation from Service shall instead be accumulated through
and paid on the first business day after the date that is six months following the Separation from
Service (or if earlier, upon his death).




     5.2. Medium of Payment.



          (a) Fixed Income Account. A Participant’s Fixed Income Account shall be paid in cash.




          (b) Phantom Stock Account. Except as otherwise provided in this Section 5.2(b), a
Participant’s Phantom Stock Account shall be paid either in cash or Shares as selected in
accordance with Section 3.3(a)(ii). If the Participant’s Phantom Stock Account is paid in cash,
then the calculation of the amount due shall be based on the Fair Market Value per Share as of the
payment date. If a Participant’s Phantom Stock Account is paid in the form of Shares, then one
Share shall be paid for each whole phantom stock unit credited to the Account, and any fractional
phantom stock units shall be paid in cash. Any Shares delivered under the Plan may be shares of
original issuance, treasury shares or a combination of the foregoing.




     5.3. Subsequent Payment Elections. A Participant may elect on a form provided by the
Committee to change the time and or form of payment with respect to one or more of his Accounts (a
“Subsequent Payment Election”). The Subsequent Payment Election shall become



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irrevocable upon receipt by the Committee and shall be made in accordance with the following
rules:



          (a) In General. The Subsequent Payment Election may not take effect until at least
twelve (12) months after the date on which it is accepted by the Committee. The Subsequent Payment
Election most recently accepted by the Committee and that satisfies the requirements of this
Section 5.3 shall govern the payout of the Accounts notwithstanding anything contained in Section
5.1 to the contrary. In no event may a Participant reallocate deferrals between the Fixed Income
Account and the Phantom Stock Account.




          (b) Mandatory Delay. A Participant may make one or more elections to delay the
Payment Commencement Date or change the form of payment of one or both Accounts to a Payment
Commencement Date or form permitted for that Account under the Plan. If the Account is scheduled to
be paid in a specified year, then such Subsequent Payment Election must be filed with the Committee
at least twelve (12) months prior to the first day of the calendar year that the Account would
otherwise have been paid under the Plan (or, in the case of installment payments, at least twelve
(12) months from the first day of the calendar year that the first installment payment was
scheduled to be made). On such Subsequent Payment Election, the Participant must delay the payment
date for a period of at least five (5) years after the first day of the calendar year that the
Account would otherwise have been paid under the Plan (or, in the case of installment payments, at
least five (5) years from the first day of the calendar year that the first installment payment was
scheduled to be made).




          (c) Acceleration Prohibited. The Committee shall disregard any Subsequent Payment
Election by a Participant to the extent such election would result in an acceleration of the time
or schedule of any payment or amount scheduled to be paid under the Plan within the meaning of
Section 409A of the Code.




     5.4. Death or Disability of Participant. Notwithstanding any payment election to the
contrary, in the event of the Participant’s death or Disability, the remaining amount of the
Participant’s Accounts shall be paid to the Participant (or in the case of his death, to his
Beneficiary or Beneficiaries designated on a Beneficiary Designation Form), in cash in a single
lump sum within thirty (30) days following such death or Disability, or such later date as required
by Section 5.1(c).



     5.5. Change in Control. Notwithstanding any payment election to the contrary, upon the
occurrence of a Change in Control, the remaining amount of the Participant’s Account shall be paid
to the Participant or his Beneficiary in cash within thirty (30) days following such Change in
Control, or such later date as required by Section 5.1(c).



     5.6. Withdrawal Due to Unforeseeable Emergency. A Participant shall have the right to
request, on a form provided by the Committee, an accelerated payment of all or a portion of his
Account in a lump sum if he experiences an Unforeseeable Emergency. The Board shall have the sole
discretion to determine whether to grant such a request and the amount to be paid pursuant to such
request in accordance with the standards set forth in Section 409A of the Code. Payments shall
be made within thirty (30) days following the determination by the Board that a



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withdrawal will be permitted under this Section 5.6, or such later date as may be required
under Section 5.1(c) hereof.



     5.7. Discretionary Acceleration of Payments. To the extent permitted by Section 409A of the
Code, and subject to Section 5.1(c), the Board may, in its sole discretion, accelerate the time or
schedule of a payment under the Plan as provided in Treasury Regulation Section 1.409A-3(j).



     5.8. Delay of Payments. To the extent permitted under Section 409A of the Code, the Board
may, in its sole discretion, delay payment where the Board reasonably anticipates that the making
of the payment will violate federal securities laws or other applicable law; provided that the
delayed payment is made at the earliest date at which the Board reasonably anticipates that the
making of the payment will not cause such violation. A payment may also be delayed upon such other
events and conditions as the Internal Revenue Service may prescribe in generally applicable
guidance published in the Internal Revenue Bulletin.



     5.9. Discharge of Obligations. The payment to a Participant or his Beneficiary of a his
Account in a single lump sum or the number of installments elected by the Participant pursuant to
this Article V shall discharge all obligations of the Company to such Participant or Beneficiary
under the Plan with respect to that Account.



ARTICLE VI

ADMINISTRATION




     6.1. General. The Company, through the Board, shall be responsible for the general
administration of the Plan and for carrying out the provisions hereof. In general, the Board shall
have the full power, discretion and authority to carry out the provisions of the Plan; in
particular, the Board shall have full discretion to (a) interpret all provisions of the Plan, (b)
resolve all questions relating to eligibility for participation in the Plan and the amount in the
Account of any Participant and all questions pertaining to claims for benefits and procedures for
claim review, (c) resolve all other questions arising under the Plan, including any factual
questions and questions of construction, (d) determine all claims for benefits, and (e) take such
further action as the Company shall deem advisable in the administration of the Plan. The actions
taken and the decisions made by the Board hereunder shall be final, conclusive, and binding on all
persons, including the Company, its shareholders, affiliates, subsidiaries, employees,
Participants, and their estates and Beneficiaries.



     6.2. Compliance with Section 409A of the Code. It is intended that the Plan comply with the
provisions of Section 409A of the Code, so as to prevent the inclusion in gross income of any
amounts deferred hereunder in a taxable year that is prior to the taxable year or years in which
such amounts would otherwise actually be paid or made available to Participants or Beneficiaries.
This Plan shall be construed, administered, and governed in a manner that effects such intent, and
neither the Board nor the Committee shall take any action that would be inconsistent with such
intent. Although each of the Board and the Committee shall use its best efforts to avoid the
imposition of taxation, interest and penalties under Section 409A of the Code, the tax treatment of
deferrals under this Plan is not warranted or guaranteed. Neither the Company, its affiliates,
subsidiaries, Board, nor the Committee (nor its designee) shall be held



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liable for any taxes, interest, penalties or other monetary amounts owed by any Participant,
Beneficiary or other taxpayer as a result of the Plan. Any reference in this Plan to Section 409A
of the Code will also include any proposed, temporary or final regulations, or any other guidance,
promulgated with respect to such Section 409A of the Code by the U.S. Department of Treasury or the
Internal Revenue Service. For purposes of the Plan, the phrase “permitted by Section 409A of the
Code,” or words or phrases of similar import, shall mean that the event or circumstance shall only
be permitted to the extent it would not cause an amount deferred or payable under the Plan to be
includible in the gross income of a Participant or Beneficiary under Section 409A(a)(1) of the
Code.



ARTICLE VII

AMENDMENT AND TERMINATION




     7.1. Amendment. The Company reserves the right to amend, terminate or freeze the Plan, in
whole or in part, at any time by action of the Board. In no event shall any such action by the
Board adversely affect any Participant or Beneficiary who has an Account, or result in any change
in the timing or manner of payment of the amount of any Account (except as otherwise permitted
under the Plan), without the consent of the Participant or Beneficiary, unless the Board determines
in good faith that such action is necessary to ensure compliance with Section 409A of the Code.



     7.2. Payments Upon Termination of Plan. In the event that the Plan is terminated, the amounts
allocated to a Participant’s Accounts shall be paid to the Participant or his Beneficiary on the
dates on which the Participant or his Beneficiary would otherwise receive payments hereunder
without regard to the termination of the Plan. Notwithstanding the preceding sentence, and subject
to Section 5.1(c) hereof, the Board shall have the authority, in its sole discretion, to terminate
the Plan and pay each Participant’s entire Account to the Participant or, if applicable, his
Beneficiary, as provided under Treasury Regulation Section 1.409A-3(j).



ARTICLE VIII

MISCELLANEOUS




     8.1. Non alienation of Deferred Compensation. Except as permitted by the Plan, no right or
interest under the Plan of any Participant or Beneficiary shall, without the written consent of the
Company, be (i) assignable or transferable in any manner, (ii) subject to alienation, anticipation,
sale, pledge, encumbrance, attachment, garnishment or other legal process or (iii) in any manner
liable for or subject to the debts or liabilities of the Participant or Beneficiary.



     8.2. Interest of Participant. The obligation of the Company under the Plan to make payment of
amounts reflected in an Account merely constitutes the unsecured promise of the Company to make
payments from its general assets and no Participant or Beneficiary shall have any interest in, or a
lien or prior claim upon, any property of the Company. Nothing contained in this Plan shall confer
upon the Participant any right to be nominated for reelection by the Company’s shareholders, or any
right to remain a member of the Board for any period of time, or at any particular rate of
compensation. The Company may create a trust to hold funds to be used



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in payment of its obligations under the Plan, and may fund such trust; provided, however, that
any funds contained therein shall remain liable for the claims of the Company’s general creditors.



     8.3. Claims of Other Persons. The provisions of the Plan shall in no event be construed as
giving any other person, firm or corporation any legal or equitable right as against the Company or
any affiliate or the officers, employees or directors of the Company or any affiliate, except any
such rights as are specifically provided for in the Plan or are hereafter created in accordance
with the terms and provisions of the Plan.



     8.4. Successors. The Company shall require any successor (whether direct or indirect, by
purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the
business and/or assets of the Company expressly to assume this Plan. This Plan shall be binding
upon and inure to the benefit of the Company and any successor of or to the Company, including
without limitation any persons acquiring directly or indirectly all or substantially all of the
business and/or assets of the Company whether by sale, merger, consolidation, reorganization or
otherwise (and such successor shall thereafter be deemed the “Company” for the purposes of this
Plan), and the heirs, beneficiaries, executors and administrators of each Participant.



     8.5. Compliance with Law. The Company shall make reasonable efforts to comply with all
applicable federal and state securities laws in connection with the Plan; provided,
however, notwithstanding any other provision of this Plan, the Company shall not be
obligated to deliver any Shares pursuant to this Plan if the delivery thereof would result in a
violation of any such law, in which case the Company shall satisfy its obligations under the Plan
in cash rather than Shares.



     8.6. Withholding of Taxes. To the extent required by the law, the Company may withhold or
cause to be withheld from any amounts deferred or payable under the Plan all federal, state, local
and other taxes as shall be legally required.



     8.7. Miscellaneous. The invalidity and unenforceability of any particular provision of the
Plan shall not affect any other provision hereof, and the Plan shall be construed in all respects
as if such invalid or unenforceable provision were omitted. Except to the extent preempted by
federal law, the provisions of the Plan shall be governed and construed in accordance with the laws
of the State of Ohio. Headings in this Plan are inserted for convenience of reference only and are
not to be considered in the construction of the provisions hereof. Unless the context clearly
requires otherwise, the masculine pronoun wherever used herein shall be construed to include the
feminine pronoun.



     8.8. Transition Relief for Payment Elections. If permitted by the Committee, in its sole
discretion, a Participant may, no later than a date specified by the Committee (provided that such
date occurs no later than December 31, 2008) elect on a form provided by the Committee to (i)
change the date of payment of his Accounts to a date otherwise permitted for that Account under the
Plan or (ii) change the form of payment of his Accounts to a form of payment otherwise permitted
for that Account under the Plan, without complying with the special timing requirements of Section
5.3. Notwithstanding the preceding sentence, a Participant cannot in 2008 change his payment
election with respect to payments that the Participant would otherwise receive in 2008, and a
Participant may not cause payments to be made in 2008 that would not



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otherwise be payable in such year. Any change or election described in this Section 8.8 shall
be subject to such terms and conditions as the Committee may specify in its sole discretion. This
Section 8.8 is intended to comply with Notice 2007-86 and the applicable Treasury Regulations
issued under Section 409A of the Code and shall be interpreted in a manner consistent with such
intent. In no event may a Participant reallocate deferrals between the Fixed Income Account and the
Phantom Stock Account.



ARTICLE IX

SECTION 409A AND EMPLOYEE MATTERS AGREEMENT




     9.1. Section 409A of the Code. In order to comply with Section 409A of the Code, effective
immediately before the Effective Date, the Plan is divided into two parts, one of which shall be
named “Part One” and the other of which shall be named “Part Two”. Part One of the Plan shall be
governed by the terms and conditions of the Scripps Plan as in effect on October 3, 2004, which is
reproduced on Appendix A (but with all references to Scripps or the Company changed to
Scripps Networks Interactive, Inc. where appropriate). Part Two of the Plan shall be governed by
the terms and conditions set forth herein.



          (a) Part One. Any “amounts deferred” by Participants in taxable years beginning
before January 1, 2005 (within the meaning of Section 409A of the Code) and any earnings thereon
shall be governed by the terms of Part One of the Plan, and it is intended that such amounts and
the earnings thereon shall be exempt from the application of Section 409A of the Code. Nothing
contained herein is intended to materially enhance a benefit or right existing under Part One of
the Plan as of October 3, 2004, or add a new material benefit or right to Part One of the Plan. As
of the Effective Date, Part One of the Plan is frozen, and neither the Company, its affiliates nor
any individual shall make or permit to be made any additional contributions or deferrals under Part
One of the Plan (other than earnings) on or after that date.




          (b) Part Two. Any “amounts deferred” by Participants in taxable years beginning on or
after January 1, 2005 (within the meaning of Section 409A of the Code) and any earnings thereon
shall be governed by the terms and conditions of Part Two of the Plan. To the extent that any of
those amounts were deferred under the Plan prior to the Effective Date (the “Transferred Amounts”),
then the Committee shall transfer the Transferred Amounts from Part One of the Plan to Part Two of
this Plan and credit those amounts to the appropriate Accounts under Part Two of this Plan, as
selected by the Committee in its sole discretion. As a result of such transfer and crediting, all
of the Company’s obligations and Participant’s rights with respect to the Transferred Amounts under
Part One of the Plan, if any, shall automatically be extinguished and become obligations and rights
under Part Two of this Plan without further action.




     9.2. Employee Matters Agreement. In order to comply with the terms and conditions of the
Employee Matters Agreement:



          (a) Assumed Amounts. The Company has assumed the deferred compensation obligations
under the Scripps Plan with respect to SNI Participants (“Assumed Amounts”) pursuant to the terms
of the Employee Matters Agreement. For purposes of this Plan, the term Assumed Amounts shall
include any Director Fees of an SNI Participant that are earned



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but not yet paid as of the Effective Date that were properly deferred by the SNI Participant
under the Plan but that had not yet been credited to his or her Account under the Plan as of the
Effective Date. The following rules shall apply to the Assumed Amounts, notwithstanding any
provision of the Plan to the contrary:




               (i) Any SNI Participant with respect to whom Assumed Amounts are credited hereunder shall
automatically participate, and be a “Participant,” in the Plan with respect to such Assumed Amounts
as of the Effective Date.



               (ii) The Assumed Amounts credited to Accounts hereunder (whether under Part One or Part Two of
the Plan) shall remain subject to the same elections (including Deferral Elections and payment
elections) and Beneficiary designations that were controlling under the Scripps Plan immediately
prior to the Effective Date for the remainder of the period or periods for which such elections or
designations are by their original terms applicable.



               (iii) Each phantom stock unit credited to a Participant’s Phantom Stock Account shall be
adjusted in the manner described in Section 7.05 of the Employee Matters Agreement.



          (b) EWS Participants. The Company shall not assume the deferred compensation
obligations under the Scripps Plan with respect to any EWS Participants that become a director of
the Company after the Effective Date. If, however, an EWS Participant in the Scripps Plan ceases to
serve as a director of Scripps and immediately thereafter becomes a Director of the Company at any
time after the Effective Date, but at a time when the Company and Scripps are in the same
controlled group of a “service recipient” within the meaning of Section 409A of the Code, then to
the extent required to comply with Section 409A of the Code:




               (i) The individual’s Deferral Elections and Payment Commencement Date that were controlling
under the Scripps Plan immediately prior to that date shall continue to apply to Director Fees paid
by the Company for the remainder of the period or periods for which such elections or designations
are by their original terms applicable.



               (ii) The Committee is authorized to establish one or more sub-plans or sub-accounts for the
EWS Participant the terms of which may vary from those set forth in or required or authorized by
this Plan in order to implement the purposes of this Section 9.2.



     9.3. Terms. Capitalized terms used herein that are not defined in Article I shall have the
meaning set forth in the Employee Matters Agreement.



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APPENDIX A




SCRIPPS PLAN





13












 





Appendix A




THE E. W. SCRIPPS COMPANY

1997 DEFERRED COMPENSATION AND STOCK PLAN FOR DIRECTORS





	1.	 	Introduction
	 
	 	 	Effective January 1, 1997, The E. W. Scripps Company (the “Company”) hereby adopts a
non-qualified deferred compensation and stock plan (the “Plan”) for its directors
(“Participants”). For purposes of this Plan, a director shall be defined as any director who
is eligible to receive cash compensation for his or her service as a director of the Company.
	 
	 	 	The purpose of the Plan is to provide an opportunity for Participants to enhance their
personal financial planning by having access to a vehicle for deferring income to a time
considered to be of personal advantage. Additionally, the Plan is designed to more closely
align the Participants’ financial interests with those of the Company’s shareholders.
	 
	2.	 	Plan Administration
	 
	 	 	The Plan shall be governed by the Board of Directors of the Company and administered by the
Corporate Secretary.
	 
	 	 	A Participant’s interest in the Plan may not be sold, assigned, pledged, transferred or
otherwise encumbered.
	 
	3.	 	Compensation Eligible for Deferral
	 
	 	 	Participating directors can elect to defer annual fees, meeting fees, and/or fees for serving
as chairman of a committee which become payable under the director fee schedule approved from
time to time by The E. W. Scripps Company.
	 
	4.	 	Timing of Election
	 
	 	 	The election to defer potential director fee payments under the Plan must be made within 30
days after the first of each calendar year. (However, for the year 1997, since the Plan was
approved by the Board of Directors on March 10, 1997, the deadline to defer fees is extended
to March 31, 1997 for those directors who have been continuously deferring fees.)
	 
	 	 	Once an election is made, it cannot be revoked.
	 
	5.	 	Deferral Period
	 
	 	 	Participants can elect to defer payment from the date such payment otherwise would be made
until an actual date specified by the Participant, but no earlier than three years from the
date it would otherwise have been paid, or until the date that he/she resigns as a director
or is not re-elected a director.
	 
	6.	 	Deferral Election
	 
	 	 	Directors may defer a minimum of 50% of annual fees, meeting fees, and/or fees for serving as
chairman of a committee which become payable under the director fee schedule approved by the
Board of Directors of the Company.
	 
	 	 	At the time of the election to defer, a Participant must select the deferral period. See
Section 5 above.




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	 	 	A Participant must elect to defer either into the Fixed Income Fund or into Phantom Stock, or
some combination of these two funds.
	 
	 	 	Once an election to defer is made, it is irrevocable.
	 
	 	 	Deferred amounts will be earned on a quarterly basis.






	 	(A)	 	Fixed Income Fund
	 
	 	 	 	Deferred amounts will be recorded on the Company’s books and credited with an
interest factor during the deferral period. Interest on unpaid deferred amounts
will be compounded and credited annually. Interest is calculated based on the
twelve month average of the 10-year treasury rate (at November of each year), plus
1%.
	 
	 	(B)	 	Phantom Stock Fund
	 
	 	 	 	Quarterly, the earned amount will be converted to phantom shares of the Company’s
Class A Common Stock. The conversion calculation is:





	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Quarterly deferred retainer,
committee chair retainer,
and meeting fee amounts
	 	÷
	 	the Fair Market Value1 of the Company’s
Class A Common Shares on the date
earned2
	 	=
	 	# of
phantom
shares
credited






 





	 	 	 	 	 	 	 	 	 	 	 
	1	 The Fair Market
Value shall be the average of
the high and low sale prices
of the Company’s stock on the
New York Stock Exchange.	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	2  	The date earned
is the last day of each
quarter that the director
served in his or her position.	 	 	 	 








	 	 	 	 	 	 	 	 	 	 	 
	 	 	Dividends on shares accumulated during the year and for prior years shall be
converted on December 31 of each year and added to the balance of the deferred
amount. Dividends shall be converted to phantom shares using the above
calculation, except that it will be computed on an annual basis. The Fair Market
Value shall be calculated on the last trading day for that calendar year.







	7.	 	Payment of the Balance in the Deferred Account
	 
	 	 	Participants may not make intra-Plan transfers, i.e., once an election is made to defer into
a specific fund, the Participant cannot elect to move an account balance into another fund.






	 	(A)	 	Fixed Income Fund
	 
	 	 	 	At the time the Participant executes the Election Form, the Participant may elect
that deferred amounts, including interest, be paid in a lump sum, or over a
specified number of years (not to exceed 15 years). If the Participant fails to
make an election as to the period of time over which payments are to be made,
payments shall be made over a 10 year period, commencing on the date elected by the
Participant on the Election Form.
	 
	 	 	 	Balances in the fixed income fund will continue to earn interest credit as
described above.
	 
	 	 	 	Notwithstanding the foregoing provision, the Company shall have the discretion to
accelerate pay-out in the event of a Participant’s disability, death or severe
hardship.




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	 	(B)	 	Phantom Stock Fund
	 
	 	 	 	At the election of the Participant, made at the time the Participant executes the
Election Form, the Participant may elect that (i) the balance in his or her phantom
stock account shall be paid in shares, in cash equal to the value of the shares, or
a combination of shares and cash and (ii) such payment shall be in a lump sum at
the end of the deferral period or over a specified number of years (not to exceed
15 years) beginning at the end of the deferral period.
	 
	 	 	 	Participant may change the form of payment of the balance in his or her Phantom
Stock Account subject to applicable law.
	 
	 	 	 	If payment is to be in cash and over time as aforesaid, the unpaid balance will be
held in the phantom stock fund and will continue to earn dividend credit as
described above. If the Participant fails to make an election as to the period of
time over which cash payments are to be made, such payment shall be made over a
ten-year period, beginning at the end of the deferral period.






	8.	 	Previous Deferral Elections
	 
	 	 	Adoption of the Plan automatically transfers all deferred balances, for active directors,
under the 1995 Deferred Compensation Plan for Directors, to the Plan. A written election
must be made as to whether the transferred funds are to be held in the fixed income fund or
the phantom stock fund. Transferred funds from the 95 plan to the phantom stock fund within
the Plan will be converted using the actual Fair Market Value for the quarter in which the
conversion occurs.
	 
	9.	 	Funding of the Plan
	 
	 	 	The deferred dollar amount will be recorded on the Company’s books. During the deferral
period, and the payout period, the director will be a general, unsecured creditor of the
Company.
	 
	10.	 	Change of Control
	 
	 	 	At the time the Participant executes the Election Form, the Participant may elect to
accelerate the payment of all deferred amounts and receive payment in a lump sum (in cash or
shares or a combination of both, as the case may be) as soon as practicable after (and in the
event that) a Change in Control occurs. For purposes hereof, “Change in Control” shall mean
an event that would be required to be reported in response to Item 1 of Form 8-K or any
successor form thereto promulgated under the Securities Exchange Act of 1934.






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