EX-10.13






Exhibit 10.13




ASSIGNMENT AND ASSUMPTION AGREEMENT AND CONSENT




     This Assignment and Assumption Agreement and Consent (this “Agreement”) is made as of June ___,
2008, by and among The E. W. Scripps Company, an Ohio corporation (“Assignor”), Scripps Networks
Interactive, Inc., an Ohio corporation (“Assignee”), and Kenneth W. Lowe (“Executive”).



Preliminary Statements:




     A. Assignor and Executive are parties to that certain Employment Agreement, dated as of June
16, 2003, as amended (the “Employment Agreement”), attached as Exhibit A hereto.



     B. Assignor and Assignee are parties to that certain Separation and Distribution Agreement,
dated as of June ___, 2008 (the “Separation Agreement”). Capitalized terms used herein but not
otherwise defined herein shall have the meanings ascribed to them in the Separation Agreement.



     C. In connection with the Separation, Executive will become an employee of Assignee.



     D. Assignor wishes to grant, sell, assign, transfer and deliver to Assignee on the
Distribution Date, and Assignee wishes to assume on the Distribution Date, the Employment
Agreement, subject to the terms and conditions of this Agreement.



     E. Executive wishes to consent to the assignment of the Employment Agreement from Assignor to
Assignee.



     NOW THEREFORE, intending to be legally bound, the parties hereto do hereby covenant and agree
as follows:



     1. Assignment. Effective as of, but subject to the occurrence of, the Distribution
Date, Assignor hereby grants, sells, assigns, transfers and delivers to Assignee all of the right,
title and interest of Assignor in and to the Employment Agreement; provided, however, that, except
as otherwise provided in the Separation Agreement, Assignor retains and does not grant, sell,
assign, transfer or deliver any rights accruing to Assignor prior to the Distribution Date that are
intended to accrue to the benefit of the EWS Business, including, without limitation, rights under
Sections 12(b) and 12(c).



     2. Assumption. Effective as of, but subject to the occurrence of, the Distribution
Date, Assignee hereby assumes and agrees to pay, discharge or perform, as appropriate, all
liabilities and obligations of Assignor first arising or accruing under the Employment Agreement on
or after the Distribution Date (the “Assumed Liabilities”).



     3. Excluded Liabilities. Notwithstanding anything contained herein to the contrary,
Assignee is not assuming and shall not assume, or become responsible for, at any time, any
liabilities or obligations of Assignor arising or accruing under the Employment Agreement other
than the Assumed Liabilities.



 









 





     4. Agreements of Executive. Executive hereby consents to the assignment of the
Employment Agreement from Assignor to Assignee effective as of, but subject to the occurrence of,
the Distribution Date and agrees that such assignment shall not constitute a termination of
employment or Good Reason for Executive to terminate his employment. Executive and Assignee agree
that upon effectiveness of the assignment contemplated by this Agreement, all references to the
“Company” in the Employment Agreement shall mean Assignee and all references to employee benefit
plans of Assignor in the Employment Agreement shall mean the comparable plans of Assignee.
Executive agrees that his obligations to Assignor under Section 12(b) with respect to
works-for-hire created as an employee of Assignor for the benefit of the EWS Business prior to the
Distribution Date and Section 12(c) with respect to Trade Secrets and Confidential Information (as
defined in the Employment Agreement) of Assignor related to the EWS Business shall continue in
effect in accordance with their terms for the benefit of Assignor.



     5. Further Action. The parties will from time to time after the date hereof, without
further consideration, execute, acknowledge and deliver such further acts, assignments, transfers,
conveyances, assumptions and assurances as may be reasonably required to carry out the intent of
this Agreement and to assign, transfer, convey and deliver unto Assignee, and for Assignee to
accept and assume, the Employment Agreement.



     6. Governing Law. This Agreement will be governed by, and construed in accordance
with, the laws of the State of Ohio, without reference to principles of conflict of laws.



     7. Counterparts. This Agreement may be executed in counterparts, which together shall
constitute one and the same agreement. The parties may execute more than one copy of this
Agreement, each of which shall constitute an original.



[Signature Page Follows]




2









 








     IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first
written above.



	 	 	 	 	 
	 	THE E. W. SCRIPPS COMPANY

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	SCRIPPS NETWORKS INTERACTIVE, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 
	 	 Kenneth W. Lowe

 	 
	 	 	 
	 	 	 
	 	 	 
	 





3











 





EMPLOYMENT AGREEMENT




          THIS EMPLOYMENT AGREEMENT (including its Exhibits, the “Agreement”) is entered into on June
16, 2003 (the “Effective Date”), between THE E. W. SCRIPPS COMPANY, an Ohio corporation (together
with its successors and assigns, the “Company”), and KENNETH W. LOWE (“Executive”).




WITNESSETH:




          WHEREAS, Executive is currently employed as President and Chief Executive Officer of the
Company and also serves as a member of the board of directors of the Company, and the Company
desires to continue to have Executive serve in such positions;




          WHEREAS, the Company desires to enter into this Agreement embodying the terms of such
continued employment and Executive desires to continue such employment and to enter into this
Agreement, subject to the terms and provisions herein;




          NOW, THEREFORE, in consideration of the mutual promises herein contained, the Company and
Executive (individually a “Party” and together the “Parties”) hereby agree as follows:




          1. Position; Duties.




               (a) The Company hereby employs Executive as President and Chief Executive Officer of the
Company, and Executive hereby accepts such continued employment, on the terms and conditions set
forth herein. As President and Chief Executive Officer of the Company, Executive shall report
directly to the board of directors of the Company (the “Board”).



               (b) During the term of this Agreement, Executive shall be and have the titles, duties and authority of President and Chief Executive Officer of the Company. Executive



1









 







shall devote substantially all his business time to, and use his best reasonable efforts to
promote, the business and affairs of the Company. During the term of this Agreement, Executive
shall have all authorities, duties and responsibilities customarily exercised by an individual
serving in those positions in a corporation the size and structure of the Company and shall perform
such other duties consistent with his positions as may be reasonably required from time to time by
the Board, provided such other duties do not materially impair Executive’s ability to discharge his
duties and responsibilities as contemplated at the time this Agreement was entered into.



               (c) Executive shall not, without the prior written consent of the Company, directly or indirectly, during the term of this Agreement, other than in the ordinary
course of performing his duties hereunder, render services of a business, professional or
commercial nature to any other person or firm, whether for compensation or otherwise; provided,
however, that so long as it does not materially interfere with the performance of his duties
hereunder, Executive may attend to outside investments, serve as a member of the board of directors
of one other corporation (in addition to service as set forth in Paragraph 2(b) below) and serve as
a director, trustee or officer of, or otherwise participate in, trade, professional, educational,
welfare, social, religious and civic organizations. Anything herein to the contrary
notwithstanding, nothing herein shall prevent Executive from serving on the board of directors of
any Company affiliate.



          2. Term; Board Position; Place of Employment.




               (a) Subject to the provisions for termination hereinafter provided in Paragraph 8 below, the term of this Agreement shall begin on the Effective
Date and shall end at the close of business on December 31, 2006, provided,
however, that the term of this Agreement shall automatically renew for
successive one-year terms, unless either Party gives written notice



2









 







to the other Party not less than 90 days prior to the expiration of any such term that such Party
is electing not to so extend the term of this Agreement. Notwithstanding the foregoing, the term of
this Agreement shall end on the date on which Executive’s employment is earlier terminated by
either Party in accordance with the provisions of Paragraph 8 (a) below.



               (b) Executive shall serve, and shall be entitled and have the right to serve, as a member of
the Board and for service thereon Executive will receive only such compensation, if any, that is
paid to officers of the Company for service thereon. In addition, with the Company’s prior written
consent (which consent shall not be unreasonably withheld), Executive may serve on the board of any
joint venture of the Company or any affiliate.



               (c) During the term of this Agreement, Executive’s principal place of employment shall be
Cincinnati, Ohio.



          3. Base Salary; Bonus; Equity Incentive Plans.




               (a) During the term of this Agreement, the Company shall pay to Executive an annual base
salary of not less than $925,000 (“Base Salary”), payable in accordance with the Company’s payroll
practices. Executive’s Base Salary shall be reviewed at least annually by the Compensation
Committee of the Board (“Compensation Committee”) for increase. After any such increase, the term
“Base Salary” as utilized in this Agreement shall thereafter refer to the increased amount.
Executive’s Base Salary shall not be reduced at any time without his express prior written consent.



               (b) During the term of this Agreement, Executive shall participate in the Company’s annual bonus plan for senior executives or any successor annual incentive award plan
of the Company (the “Bonus Plan”). Under the Bonus Plan, Executive shall have a target bonus opportunity each year equal to no less than 80% of Executive’s Base Salary (“Target



3









 







Bonus”), payable in that amount if the performance goals established for the relevant year are met.
If such performance goals are not met, Executive shall receive a lesser amount (if any) as
determined in accordance with the Bonus Plan. If such performance goals are exceeded, Executive may
receive a greater amount as determined in accordance with the Bonus Plan. Executive’s Target Bonus
as a percentage of Base Salary shall be reviewed periodically by the Compensation Committee for
increase, if any. After any such increase, the term “Target Bonus” as utilized in this Agreement
shall thereafter refer to the increased amount. Executive’s Target Bonus shall not be reduced at
any time without his express prior written consent. Executive shall be paid his annual incentive
award no later than other senior executives of the Company are paid such awards for the applicable
performance period.



               (c) Executive shall participate in all equity incentive plans of the Company, including,
but not limited to, the 1997 Long-Term Incentive Plan, as amended, or any successor thereto (the
“Incentive Plan”), on a basis no less favorable than the most favorable basis provided other senior
executives of the Company.



          4. Benefits; Perquisites; Expenses.




               (a) (i) During the term of this Agreement, Executive shall be entitled to participate, on a basis no less favorable than the most favorable basis provided any
other senior executive, in any employee pension and welfare benefit plan or program available to
the Company’s senior-level executives or to its employees generally, as such plans or programs may
be in effect from time to time, including, without limitation, pension, profit sharing, savings,
estate preservation and other retirement plans or programs, 401(k), medical, dental,
hospitalization, short-term and long-term disability and life insurance plans, accidental death and
dismemberment protection, travel accident insurance, and any other pension or retirement
plans




4











 




or programs and any other employee welfare benefit plans or programs that may be sponsored by the
Company from time to time, including any plans that supplement the above-listed types of plans or
programs, whether funded or unfunded. Subject to Paragraph 7(a) hereof, Executive shall be entitled
to (i) an annual disability benefit amount of no less than 60% of his per annum rate of Base Salary
effective at the time of his Permanent Disability (as defined herein), payable until Executive
reaches age 65 and (ii) Company-paid life insurance with a benefit amount equal to his Base Salary
determined as of each January 1st during the term of this Agreement. Executive shall be entitled to
no less than four (4) weeks paid vacation per year.




                    (ii) Executive shall at all times be deemed to be a Covered
Employee, as such term is defined and for all purposes, under the Scripps Supplemental Executive
Retirement Plan, as amended and restated effective January 1, 2003 (the “Supplemental Plan”). In
the event that Executive’s employment with the Company is terminated prior to April 7, 2005 and
such termination is neither for Cause pursuant to Paragraph 8(a)(ii)(A) hereof nor voluntary by
Executive (other than for Good Reason, or Permanent Disability where the Company’s long-term
disability income benefit plan or program does not include provision of age credits through at
least age 55) pursuant to Paragraph 9(b) hereof, then for the purpose of determining his benefits
under the Supplemental Plan, the Executive shall be deemed to be qualified for Early Retirement
under the Scripps Pension Plan as Amended and Restated effective January 1, 1997 (the “Scripps
Pension Plan”); provided, however, that if Executive’s employment with the Company is terminated
prior to April 7, 2005 and such termination is either for Cause pursuant to Paragraph 8(a)(ii)(A)
hereof or voluntary by Executive (other than for Good Reason or Permanent Disability) pursuant to
Paragraph 9(b) hereof, then upon such termination of employment, the Executive shall not be deemed
qualified



5









 




for Early Retirement under the Scripps Pension Plan. No amendment, suspension or termination of the
Supplemental Plan or any other pension plan of the Company shall adversely affect Executive’s
entitlement to the pension benefits that he shall have accrued as a Covered Employee under the
Supplemental Plan immediately prior to such amendment, suspension or termination. In the event that
any pension benefits provided pursuant to this Paragraph 4(a)(ii) cannot be paid under the
Supplemental Plan, such benefits shall be paid pursuant to this Agreement.




               (b) During the term of the Agreement, Executive shall be entitled to perquisites on a basis no
less favorable than the most favorable basis provided other senior executives of the Company. In
all events, Executive shall be entitled to be reimbursed by the Company for tax and financial
planning up to maximum of $15,000 per year, and for the annual membership fees and other dues
associated with one country and one luncheon club. In addition, the Company shall pay for the costs
of an annual physical.



               (c) Upon delivery of proper documentation, Executive shall be
reimbursed for reasonable business expenses and shall be entitled to travel first class when on
Company business. Executive shall also be reimbursed for reasonable legal fees and other expenses
(such fees and expenses not to exceed $100,000 in total) incurred by him relating to negotiation,
execution and delivery of this Agreement.



          5. Remaining Deferred Stock Units.



               (a) In recognition of the value Executive created in the Company’s national television
networks segment (the “Network Companies”) and in order to encourage Executive to use his talents
to enhance the operations and profitability of the Network Companies, the Company granted to
Executive 96,038 Deferred Stock Units under that certain



6









 




employment agreement dated July 20, 1999 (the “Previous Employment Agreement”). Prior to the date
hereof, eighty percent (80%) of the Deferred Stock Units matured and 76,831 Class A Common Shares
of the Company were issued in exchange for such units. Each remaining Deferred Stock Unit entitles
Executive to receive from the Company on January 15, 2004 (the “Maturity Date”) one Class A Common
Share. Accordingly, the remaining Deferred Stock Units shall mature and be exchanged on the
Maturity Date for 19,207 Class A Common Shares.




               (b) Upon a Change in Control (as defined in Paragraph 11(a) hereof) of the Company prior to
the Maturity Date, the remaining Deferred Stock Units shall immediately be exchanged for Class A
Common Shares in accordance herewith and such shares shall be promptly delivered to Executive.



               (c) If Executive’s employment hereunder is terminated for any reason prior to a Change in
Control of the Company (including for “Cause” as defined herein) and prior to the Maturity Date,
Executive (or his designated beneficiary or legal representative in case of his death) shall
receive Class A Common Shares in exchange for the remaining Deferred Stock Units on the Maturity
Date as if Executive were still employed at such time.



               (d) No cash dividends or equivalent amounts shall be paid on the
remaining Deferred Stock Units. On the Maturity Date, the Company shall pay to Executive an amount
in cash which shall be equal to the cash dividends, if any, which would have been paid between July
20, 1999, and the Maturity Date with respect to issued and outstanding Class A Common Shares equal
in number to the number of Deferred Stock Units maturing on the Maturity Date. No interest shall be
paid on any dividend equivalent or any part thereof. All Class A Common Shares issued in exchange
for the remaining Deferred Stock Units shall, if




7









 




available, be treasury shares of the Company. In the case of a Change in Control, “Maturity
Date” for purposes of this Paragraph 5(d) shall be the date of the Change in Control.




          6. Restricted Shares; Duff & Phelps Shares.



               (a) The Company has granted to Executive under the Incentive Plan 155,319 restricted Class A
Common Shares of the Company (the “New Restricted Shares”) vesting in equal annual installments on
each January 2 during the four years beginning January 1, 2004. Executive acknowledges that all
matters concerning the New Restricted Shares shall be governed by the Incentive Plan, except as
otherwise set forth herein or in the restricted share award agreement evidencing the New Restricted
Shares attached hereto as Exhibit A.



               (b) The New Restricted Shares are granted in lieu of restricted shares that Executive has not
earned but was otherwise eligible to earn under the Previous Employment Agreement pursuant to
future grants based on possible increases in value of the Network Companies as determined by Duff &
Phelps (the “Unearned Duff & Phelps Shares”). Executive agrees that his rights to any grants of
Unearned Duff & Phelps Shares with respect to 2002 or thereafter are hereby forfeited.



               (c) Under Paragraph 3(c) of the Previous Employment Agreement, Executive has earned a total of
141,783 Class A Common Shares (the “Eared Duff & Phelps Shares”), of which 40,910 shares are
vested. The remaining Eared Duff & Phelps Shares, which total 100,873 of the Earned Duff & Phelps
Shares, shall continue to vest in accordance with their vesting schedules, except as otherwise
provided in this Agreement.



               (d) If Executive’s employment hereunder is terminated for Cause under Paragraph 8(a)(ii)(A) by
the Company or by Executive upon Early Retirement (as defined
in Paragraph 11(d) hereof) prior to January 1, 2007 or for any other reason (other than as set




8











 




forth in the next sentence of this Paragraph 6(d)), all Earned Duff & Phelps Shares and all New
Restricted Shares not vested on the date of any such termination shall be forfeited. If
Executive’s employment hereunder is terminated by the Company for Cause under Paragraph
8(a)(ii)(B) or (C) or without Cause or by Executive for Good Reason or upon Early Retirement on or
after January 1, 2007, or upon death or due to Permanent Disability, all Earned Duff & Phelps
Shares and all New Restricted Shares not vested on the date of any such termination shall vest
immediately upon such termination. In addition, upon a Change in Control all Earned Duff & Phelps
Shares and all New Restricted Shares not vested as of the Change in Control shall vest immediately
upon the Change in Control.




          7. Entitlements in the Event of Death or Permanent Disability.




               (a) In the event of Executive’s death or “Permanent Disability” (as hereinafter defined)
during the term of this Agreement, the Company shall continue, for the two-year period beginning on
the date of such death or Permanent Disability, to pay to Executive (or his successors and assigns
under the applicable laws of descent and distribution in the event of his death) Executive’s then
effective per annum rate of Base Salary, as determined under Paragraph 3 (a) above, and provide to
Executive (and to his family members covered under his family medical coverage immediately prior to
the date of death or Permanent Disability) the same medical coverage as provided to Executive (and
such family members) on the date of such death or Permanent Disability; provided that to the extent
that the Company’s medical plan does not permit continuation of Executive’s participation (in the
case of Permanent Disability) or his family members’ participation (in the case of Executive’s
death or Permanent Disability) throughout this period, the Company shall provide Executive (or his
family members in the case of Executive’s death), no less frequently than quarterly in advance,
with an amount, which after



9









 




taxes, is sufficient for him (or such family members, as the case may be) to purchase substantially
equivalent medical benefits. Notwithstanding anything to the contrary in the foregoing, the Base
Salary payable to Executive pursuant to this Paragraph 7(a) shall be offset and therefore reduced
as follows: (i) in the case of Executive’s death, on a tax-effected basis, by all proceeds paid to
his estate or successors and assigns under applicable laws of descent and distribution pursuant to
any life insurance policy or policies (whether an individual or Company-wide policy or policies)
maintained on Executive’s life by the Company and on which the premiums are paid by the Company;
and (ii) in the case of Executive’s Permanent Disability, by any payment made in the same year that
Executive receives the salary continuation under any plan or plans maintained and paid for by the
Company (whether an individual or Company-wide policy or policies) for Executive’s benefit. From
and after the end of the two-year period beginning on the date of Executive’s Permanent Disability
and until Executive reaches the age of 65, Executive shall be entitled annually to receive from the
Company or under any plan or plans maintained and paid for by the Company (whether an individual or
a company-wide policy or policies) payments that equal no less than sixty percent (60%) of his per
annum rate of Base Salary effective at the time of his Permanent Disability.




               (b) Except as otherwise provided in Paragraph 7(a) above, in the event of Executive’s
death or Permanent Disability, Executive’s employment hereunder shall terminate and Executive shall
be entitled to no further compensation or other severance payments or employee benefits under this
Agreement, except Executive shall be entitled to:




          (i) a lump-sum payment in an amount equal to (x) the bonus, if any, payable based on
Executive’s Target Bonus for the year of termination that Executive would have earned based on the
Company’s performance during the



10









 







year in which death or Permanent Disability occurred had he remained employed by the Company
(calculated without taking into account individual or subjective performance standards), times (y)
a fraction the numerator of which is the number of days that Executive was employed in the
applicable performance period and the denominator of which shall be the number of days in the
applicable performance period (“Pro-Rata Bonus”);




          (ii) immediate vesting and non-forfeitability of all unmatured Deferred Stock Units,
Earned Duff & Phelps Shares and unvested New Restricted Shares, with the Company immediately
exchanging the Deferred Stock Units for Class A Common Shares (the “DSU Shares”), and paying any
dividends due on the DSU Shares in accordance with Paragraph 5 above;




          (iii) immediate vesting and non-forfeitablity of all other outstanding equity awards
(including, but not limited to, stock options and restricted shares), with all vested options
(including options vesting pursuant to this subclause (iii)) remaining exercisable for the
remainder of their original terms;




          (iv) the pension benefits as provided pursuant to Paragraph 4(a) of this Agreement;




          (v) any earned but unpaid amounts as of the date of termination, including, but
not limited to, Base Salary through the date of termination, reimbursement for business
expenses and any incentive awards earned for performance periods that have ended; and



11









 






          (vi) any other right, benefit or entitlement earned and payable, and not
subject to forfeiture as a result of such termination, under this Agreement or any
other Company plan, policy, program, arrangement of, or other agreement with, the
Company or any affiliate.



               (c) For purposes of this Agreement, Executive’s “Permanent Disability” shall mean
Executive’s inability, due to physical or mental incapacity, to substantially perform his duties
and responsibilities hereunder for a period of one hundred fifty (150) consecutive days as
determined by a medical doctor selected by Executive and the Company. If the Parties cannot agree
on a medical doctor, each party shall select a medical doctor and the two doctors shall select a
third who shall be the approved medical doctor for this purpose. In no event shall any termination
of Executive’s employment for Permanent Disability, either by Executive or the Company, occur until
the Party terminating his employment gives written notice to the other Party in accordance with
Paragraph 19 below.



          8. Termination.




               (a) The employment of Executive pursuant to the terms of this Agreement, and the
term of this Agreement:




          (i) shall be terminated automatically upon Executive’s death or
Permanent Disability as provided in Paragraph 7(c) above, or




          (ii) may be terminated for Cause (as defined herein) at any time by the Board (with any
such termination not being in limitation of any other right or remedy the Company may have under
this Agreement or otherwise). For purposes of this Agreement, the term “Cause” shall mean:



12









 






          (A) Executive’s conviction of (without further right to appeal), or his pleading guilty to or
no contest with respect to, a felony involving embezzlement or theft; or his conviction of (without
further right to appeal) a felony or misdemeanor crime, in either case involving an act or series
of acts involving moral turpitude;




          (B) Executive’s gross misconduct or gross neglect in the performance of his duties under this
Agreement, which results in harm to the Company, unless such misconduct or neglect has been cured
by Executive in all material respects within twenty (20) days after the Company gives written
notice specifying the act constituting Cause to Executive (provided that no act or failure to act
shall be deemed to be gross misconduct or gross neglect if Executive believed in good faith that
such action or non-action was in, or not opposed to, the best interests of the Company or any
affiliate thereof); or




          (C) Executive’ s material breach of any material provision of (i) this Employment Agreement
(other than Paragraph 1 or Paragraph 2 hereof which shall be governed by subclause (B) above) or
(ii) any written employment policy of the Company which Executive knows about or should have known
about, provided that if such breach of such policy is of a type that has been committed by any
other employee(s) of the Company then that type of breach has consistently resulted in the
termination of such employee(s), and provided such breach (whether or not of the type committed by
any other employee) has not been cured by



13









 







Executive in all material respects within twenty (20) days after the
Company gives written notice specifying the act constituting Cause
thereof to Executive.




Anything herein to the contrary notwithstanding, Executive shall not be terminated for
Cause within the meaning of subclauses (B) and (C) of this Paragraph 8(a)(ii), unless
Executive has an opportunity to be heard before the Board and, after such hearing, there
is a vote of no less than a majority of the members of the Board to terminate him for
Cause based on the act specified in the aforesaid written notice.




          (iii) may be terminated at any time by the Company without Cause; or




          (iv) may be terminated by Executive at any time for Good Reason (without
prior notice) or otherwise with thirty (30) days’ advance written notice to the
Company in accordance with Paragraph 19 below.



               (b) Upon any termination of Executive’s employment, Executive shall be deemed
automatically to have resigned from all offices and directorships held by Executive in the Company
or any of its subsidiaries, Executive’s employment with the Company for all purposes shall be
deemed to have terminated as of the effective date of such termination hereunder, irrespective of
whether the Company has a continuing obligation under this Agreement to make payments or provide
benefits to Executive after such effective date, and Executive shall execute such documents, if
any, as are reasonably provided by the Company to effect such resignations.



               (c) Anything herein to the contrary notwithstanding, expiration of the
term of this Agreement in accordance with the expiration of the original term (or any extension



14









 




thereof) shall not result in Executive’s employment being terminated and in such event Executive
shall be an employee at-will, subject to the restrictive covenants of Paragraph 12 hereof and the
provisions of Paragraphs 6(a) and 6(d) hereof, which shall survive such expiration along with
this Paragraph 8(c), the definitions herein of the defined terms used in this Paragraph 8(c) and
Paragraph 25. If Executive terminates such at-will employment for Good Reason (as such term is
defined herein) or if the Company terminates Executive’s at-will employment without Cause (as
such term is defined herein), and upon Executive’s death, Permanent Disability, Normal Retirement
(as defined in Paragraph 11(c) below) or Early Retirement, in all cases after the expiration of
the term of this Agreement, all of Executive’s outstanding equity awards (including, but not
limited to, stock options, deferred stock units, the New Restricted Shares and restricted shares)
shall (to the extent not already vested) automatically vest and shall not be subject to
forfeiture and, in the case of options, be exercisable for their full respective terms,
notwithstanding anything to the contrary in the applicable plan or option grant or restricted
stock award contract, and upon any other termination of such at-will employment, Executive’s
rights with respect to any such equity awards shall be governed by the applicable plan or award
agreement without reference to this Agreement or any of the terms or provisions hereof




          9. Certain Termination Payments and Vesting Events.




               (a) If Executive’s employment with the Company is terminated by the Company without Cause
or by Executive for Good Reason other than within two years following a Change in Control,
Executive shall be entitled to the following upon execution and delivery to the Company of the
release described in Paragraph 14(c) hereof (the “Termination Release”):



15









 





          (i) continued payment of Base Salary at the per annum rate then in effect under
Paragraph 3(a) above for a period equal to the greater of (A) three years beginning on the date of
such termination or (B) the balance of the term of this Agreement remaining at the time of such
termination (without regard to early termination of such term hereunder);



          (ii) payment of an amount equal to the Target Bonus then in effect under Paragraph 3(b)
times the greater of (A) two or (B) if the balance of the term of this Agreement remaining at the
time of such termination (without regard to early termination of such term hereunder) is greater
than two years, a fraction the numerator of which is the number of months remaining in such term
and the denominator of which is 12;



          (iii) a Pro-rata Bonus (as defined in Paragraph 7(b)(i) above) for the year of
termination;



          (iv) immediate vesting of all unmatured Deferred Stock Units, Earned Duff & Phelps Shares
and unvested New Restricted Shares, with the Company immediately exchanging the Deferred Stock
Units for the DSU Shares and paying any dividends due on the DSU Shares in accordance with
Paragraph 5 above;



          (v) immediate vesting and non-forfeitability of all other outstanding equity awards
(including, but not limited to, stock options and restricted shares other than the New Restricted
Shares), with all vested options (including options vesting pursuant to this subclause (v))
remaining exercisable for the remainder of their original terms;




16











 






          (vi) the pension benefits as provided pursuant to Paragraph 4(a) of this Agreement;




          (vii) continued participation for Executive and his eligible dependents in all plans and
programs described in Paragraph 4(a) above then in effect for a period equal to the greater of (A)
two years beginning on the date of such termination or (B) the balance of the term of this
Agreement remaining at the time of such termination (without regard to early termination of such
term hereunder) (unless the terms of the applicable plans or relevant laws do not permit the
continuation of such benefits after such termination and such plans cannot be amended, with
applicability of such amendment limited to Executive, to provide for such continuation; provided
that, in all events, if the provisions of relevant law or the terms of the Company’s plans do not
permit continued participation, the Company shall provide Executive, no less frequently than
quarterly in advance, with an amount that, after taxes, is sufficient for him to purchase for
himself and his eligible dependents benefits substantially equivalent to those for which continued
participation by Executive or his eligible dependents is not permitted); provided, however, that
any benefits received pursuant to this subparagraph (vii) of Paragraph 9(a) shall be offset and
therefore reduced by any substantially equivalent benefits provided Executive during this benefit
continuation period pursuant to any full-time employment or consultancy secured following such
termination;




          (viii) any earned but unpaid amounts as of the date of termination, including, but not
limited to, Base Salary through the date of



17









 






          termination, reimbursement for business expenses and any incentive awards
earned for performance periods that have ended; and




          (ix) any other right, benefit or entitlement earned and payable,
and not subject to forfeiture as a result of the applicable termination event, under
this Agreement or any other Company plan, policy, program, arrangement of, or
other agreement with, the Company or any affiliate.



               (b) If Executive’s employment is terminated by the Company for Cause or by Executive for
any reason (other than for Good Reason or upon death, Normal Retirement or Early Retirement, or due
to Permanent Disability), Executive shall be entitled to no further compensation or other severance
payments or employee benefits under this Agreement, shall forfeit all earned and unvested Duff &
Phelps Shares and all unvested New Restricted Shares, and all other outstanding equity awards
(including, but not limited to, stock options (whether or not vested), deferred stock units and
restricted shares) shall be treated in accordance with the applicable plan or award agreement;
provided, however, that Executive shall be entitled to:




          (i) issuance of 19,207 DSU Shares and payment of dividends
with respect thereto on January 15, 2004, in exchange for the remaining Deferred
Stock Units;




          (ii) any earned but unpaid amounts as of the date of
termination, including, but not limited to, Base Salary through the date of
termination, reimbursement of business expenses and any incentive awards earned
for performance periods that have ended;



18









 






          (iii) any other right, benefit or entitlement earned and payable, and not
subject to forfeiture as a result of the applicable termination event, under this
Agreement or any other Company plan, policy, program, arrangement of, or other
agreement with, the Company or any affiliate;




          (iv) as provided in Paragraph 6(d) hereof, in the case of termination of
Executive’s employment by the Company for Cause under Paragraph 8(a)(ii)(B) or (C)
hereof, all Earned Duff & Phelps Shares and all New Restricted Shares not vested on
the date of any such termination shall vest immediately upon such termination and
thereafter be non-forfeitable; and




          (v) the pension benefits as provided pursuant to Paragraph 4(a) of this
Agreement.


Notwithstanding anything to the contrary in this Paragraph 9(b), in the event of Executive’s Early
Retirement prior to January 1, 2007, all unvested Earned Duff & Phelps Shares and all unvested New
Restricted Shares (to the extent such shares are unvested on the date of such retirement) shall be
forfeited as provided in Paragraph 6(d) hereof.




               (c) If Executive’s employment with the Company is terminated within two years after a Change
in Control by the Company without Cause or by Executive for Good Reason, Executive shall be
entitled to the Change in Control termination payments set forth in Paragraph 10 below upon
execution and delivery to the Company of the Termination Release.



               (d) If Executive’s employment is terminated upon reaching Normal Retirement, whether such
termination is voluntary or involuntary, or upon reaching Early Retirement if such termination is
voluntary, the Executive shall be entitled to the following:



19









 






     (i) immediate vesting and non-forfeitablity of all outstanding
equity awards (including, but not limited to, stock options and restricted
shares), with all vested options (including options vesting pursuant to this
subclause (i)) remaining exercisable for the remainder of their original
terms; provided, however, in the case of Early Retirement prior to January
1, 2007, Executive shall forfeit all unvested Eared Duff & Phelps Shares and
all unvested New Restricted Shares (to the extent such shares are unvested
on the date of such retirement), and all other outstanding equity awards
(including, but not limited to, stock options and restricted shares) shall
be treated in accordance with the applicable plan or award agreement;




     (ii) the pension benefits as provided pursuant to Paragraph 4(a)
of this Agreement;




     (iii) any earned but unpaid amounts as of the date of termination,
including, but not limited to, Base Salary through the date of termination,
reimbursement for business expenses and any incentive awards earned for
performance periods that have ended; and




     (iv) any other right, benefit or entitlement earned and payable,
and not subject to forfeiture as a result of such retirement, under this
Agreement or any other Company plan, policy, program, arrangement of, or
other agreement with, the Company or any affiliate.



     Anything herein to the contrary notwithstanding, upon Normal Retirement or Early
Retirement, Executive shall not be entitled to severance pursuant to Section 9(a) hereof.




20












 





          (e) Except as otherwise provided herein, all payments required to be
made pursuant to this Paragraph 9 or Paragraph 10 below (but not including any pension benefits
payable under Paragraph 4(a) hereof, which benefits shall be paid in accordance with Executive’s
election made pursuant to the applicable plans) shall be paid in a lump-sum within 30 days after
the date of termination unless Executive has made an election under a plan or program that the
amount or benefit be paid in some other form.



     10. Change in Control Protections; Change in Control Termination Payments.



          (a) Upon a Change in Control, all outstanding equity awards,
including but not limited to Deferred Stock Units, Earned Duff & Phelps Shares, New Restricted
Shares, and any stock options and other restricted shares, shall immediately vest and not be
subject to forfeiture, with all vested stock options (including those vesting pursuant to this
Paragraph 10(a)) remaining exercisable for the remainder of their original terms.



          (b) Executive will be entitled to the compensation set forth in
Paragraphs 10(b) and 10(d) hereof (the “CIC Compensation”) if his employment is terminated within
two years after a Change in Control (i) by the Company without Cause, or (ii) by him with Good
Reason (in either case, the “CIC Trigger”). Notwithstanding the foregoing, Executive will not be
entitled to CIC Compensation in the event of a termination of his employment following a Change in
Control on account of his death or Permanent Disability, or Normal Retirement (whether voluntary or
involuntary) or Early Retirement or other termination by him on his own initiative other than for
Good Reason. In the event of a CIC Trigger, Executive shall be entitled to the CIC Compensation
provided below upon execution and delivery to the Company of the Termination Release:



21









 






     (i) in lieu of any further salary, bonus or other payments to Executive for periods
subsequent to the date of termination, the Company shall pay to Executive not later than the
thirtieth day following the date of termination a cash amount equal to the sum of: (x) an amount
equal to three times the greater of (A) Executive’s base salary at the highest annualized rate paid
in the three calendar years prior to the date of termination or (B) the Base Salary; and (y) an
amount equal to three times the greater of (A) 100% of his Target Bonus for the year of such
termination or (B) the highest annual bonus he received for the three calendar years prior to the
date of termination;




     (ii) until the earlier of (A) the third anniversary of the date of termination or (B)
Executive’s death (but only in respect to Executive’s own benefits) or his securing of full-time
employment which provides substantially equivalent benefits, the Company shall provide Executive
(and his eligible dependents, as the case may be) with life, medical, dental, and accidental death
and disability insurance benefits substantially equivalent to those which Executive and his
eligible dependents were receiving immediately prior to the date of termination, or immediately
prior to a Change in Control, if greater, provided that Executive shall be obliged to continue to
pay that proportion of premiums paid by him immediately prior to the Change in Control.
Notwithstanding the foregoing, in the event that participation in any such program is not possible
under the terms of such program, the Company shall arrange to provide Executive and his eligible
dependents with benefits substantially equivalent to those which they are entitled



22









 







to receive under such program, or shall provide an after-tax payment equivalent to
the value of such program if it cannot be provided in-kind;




     (iii) any earned but unpaid amounts as of the date of termination,
including, but not limited to, Base Salary through the date of termination,
reimbursement for business expenses and any incentive awards earned for
performance periods that have ended;




     (iv) immediate vesting and non-forfeitability of all other outstanding
equity awards (including, but not limited to, stock options and restricted shares),
with all vested options (including options vesting pursuant to this subclause (iv))
remaining exercisable for the remainder of their original terms;




     (v) the pension benefits as provided pursuant to Paragraph 4(a) of this
Agreement; and




     (vi) any other right, benefit or entitlement earned and payable, and not
subject to forfeiture as a result of such termination, under this Agreement or under
any other Company plan, policy, program, arrangement of, or other agreement with,
the Company or any affiliate.



          (c) Anything in this Agreement to the contrary notwithstanding, in the event it shall be
determined (as hereafter provided) that any payment, benefit or distribution to or for Executive’s
benefit, whether paid or payable or distributed or distributable pursuant to the terms of this
Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or
arrangement or similar right (a “Payment”), would be subject to the excise tax imposed by Section
4999 of the Internal Revenue Code of 1986 (or any successor provision



23









 







thereto), or any interest or penalties with respect to such excise tax (such tax, together with any
such interest and penalties, hereafter collectively referred to as the “Excise Tax”), then
Executive shall be entitled to receive an additional payment or payments (a “Gross-Up Payment”) in
an amount such that, after payment by Executive of all taxes (including any interest or penalties
imposed with respect to such taxes), including any Excise Tax, imposed upon the Gross-Up Payment,
Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the
Payments.



          All determinations required to be made under this Paragraph 10(c), including whether an Excise
Tax is payable by Executive, the amount of such Excise Tax, whether a Gross-Up Payment is required,
and the amount of such Gross-Up Payment, shall be made by a nationally-recognized legal or
accounting firm (the “Firm”) (which may be the Company’s independent auditor) selected by the
Company in its sole discretion. The Firm shall submit its determination and detailed supporting
calculations to Executive and the Company as promptly as practicable. If the Firm determines that
any Excise Tax is payable by Executive and that a Gross-Up Payment is required, the Company shall
pay Executive the required Gross-Up Payment within thirty (30) days of receipt of such
determination and calculations. If the Firm determines that no Excise Tax is payable by Executive,
it shall, at the same time it makes such determination, furnish Executive with an opinion that
Executive has substantial authority not to report any Excise Tax on Executive’s federal income tax
return. Any determination by the Firm as to the amount of the Gross-Up Payment shall be binding
upon Executive and the Company. As a result of the uncertainty in the application of Section 4999
of the Internal Revenue Code of 1986 (or any successor provision thereto) at the time of the
initial determination by the Firm hereunder, it is possible that Gross-Up Payments which will not
have been made by the




24












 




Company should have been made (an “Underpayment”). If Executive thereafter is required to make a
payment of any Excise Tax, the Firm shall determine the amount of the Underpayment (if any) that
has occurred and submit its determination and detailed supporting calculations to Executive and the
Company as promptly as possible. Any such Underpayment shall be promptly paid by the Company to
Executive, or for Executive’s benefit, within thirty (30) days of receipt of such determination and
calculations.




               Executive and the Company shall each provide the Firm access to and
copies of any books, records or documents in the possession of the Company or Executive, as the
case may be, reasonably requested by the Firm, and shall each otherwise cooperate with the Firm in
connection with the preparation and issuance of the determinations contemplated by this Paragraph.



               The fees and expenses of the Firm for services in connection with the determinations and
calculations contemplated by this Paragraph 10(c) shall be borne by the Company.



               (d) In the event of a CIC Trigger, Company shall provide Executive, at the Company’s
cost, reasonable outplacement services for a period of eighteen months following the date of
termination and will reimburse Executive for his reasonable legal expenses in an amount not to
exceed $75,000 should he have to institute legal proceedings to enforce the provisions of this
Paragraph 10.



          11. Definitions.




               (a) “Change in Control” of the Company shall mean any of the following:



25









 






          (i) any “person”, as such term is used in Sections 3(a)(9) and 13(d) of the Securities
Exchange Act of 1934, becomes a “beneficial owner”, as such term is used in Rule 13d-3 promulgated
under that Act, 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 consists of individuals other than Incumbent Directors,
which term means the members of the Board on the Effective Date; provided that any person becoming
a director subsequent to such 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;




          (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 beneficially own, 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); or



26









 






          (iv) any event which would constitute a “Change in Control” under the
Incentive Plan.



     Notwithstanding anything to the contrary in the foregoing definition, neither the
termination of the Trust nor the effectiveness, as a result of such termination, of the Family
Agreement shall constitute a “Change in Control”.



               (b) “Good Reason” means any of the following:




          (i) the reduction of Executive’s Base Salary or Target Bonus below the
amount of Base Salary or Target Bonus in effect immediately prior to such
reduction;




          (ii) any failure by the Company to continue in effect the Incentive Plan
or provide other similar plans pursuant to which Executive will be eligible to
receive grants relating to securities of the Company (including, without limitation,
stock options, stock appreciation rights, restricted stock or other equity based
awards) (hereinafter referred to as “Securities Plans”) or provide substitutes for
such Securities Plans which in the aggregate provide substantially comparable
economic benefits to those he has been receiving;




          (iii) the assignment to Executive of any duties inconsistent with, or a
material diminution of, Executive’s duties, titles, offices, responsibilities or
status from those of Executive with the Company as contemplated by this Agreement,
or any removal of Executive from or any failure to reelect or reappoint Executive to
any positions set forth in Paragraph 1(a) and Paragraph 2(b) above, including as a
Director of the Company, unless such removal or failure to reelect or reappoint
results from the termination of Executive’s



27









 







employment for Cause in accordance with Paragraph 8(a)(ii) above, by reason of death
or Permanent Disability in accordance with Paragraph 7(c) above, or as a result of
Executive’s Normal Retirement or Early Retirement or other termination of employment
by him at his own initiative other than for Good Reason;




          (iv) a change in reporting structure such that Executive reports to
someone other than the Board;




          (v) relocation or reassignment of Executive, without his consent, to work
in a location more than twenty-five (25) miles outside of the Cincinnati, Ohio
metropolitan area;




          (vi) the Company’s failure to cure within thirty (30) days of notice
thereof from Executive any material breach of this Agreement by the Company provided
that the Board has not taken steps prior to such notice to terminate Executive for
Cause in accordance with this Agreement; or




          (vii) the failure of any successor to all or “substantially all of the
Company’s assets” (as defined in Paragraph 11(a)(iii) hereof) to assume the
Company’s obligations under this Agreement.



               (c) “Normal Retirement” means retirement (whether voluntary or
involuntary): (i) under the Scripps Pension Plan on the first day of the month coinciding with or
immediately following Executive reaching Normal Retirement Age (as defined under the Scripps
Pension Plan), or (ii) if more favorable to Executive, as otherwise defined or determined by the
Board with respect to Executive or the senior executives of the Company generally.




28












 





               (d) “Early Retirement” means retirement on the Executive’s own
initiative under the Scripps Pension Plan on or after Executive’s 55th birthday and
prior to the first day of the month coinciding with or immediately following his 65th
birthday.



          12. Certain Covenants.




               (a) Noncompete. During the term of this Agreement and for one year following the
date of termination of Executive’s employment hereunder, except as otherwise provided in the last
sentence of this Paragraph 12(a) or in the ordinary course of performing his duties for the Company
or any affiliate, Executive shall not do or suffer any of the following:



                    (i) directly or indirectly own, manage, control or participate in
the ownership, management, or control of, or be employed or engaged by or otherwise affiliated or
associated as a consultant, independent contractor or otherwise with, any corporation, partnership,
proprietorship, firm, association or other business entity which is in competition with any
business segment of the Company that generates 5% or more of the Company’s revenues as and where
conducted by the Company both at the time of Executive’s termination of employment and at the time
of the alleged violation (“Competitive Enterprise”); provided, however, the following shall not be
deemed to be a violation of this Paragraph 12(a): (A) the ownership of not more than two percent
(2%) of any class of publicly traded securities of any entity, (B) Executive’s ownership of any
interest in DNL, Inc., a corporation formed by Executive and certain other persons, or any
successor to DNL (including Executive’s operating DNL as a sole proprietorship) (“DNL”) or his
provision of services thereto, so long as DNL is not competing with the Home & Garden Television
Network, the Food Network, the Do-It-Yourself Network, the Fine Living Network or any other
national television network controlled or operated by the Company or any of its subsidiaries prior
to or as of the date Executive’s




29









 







employment is terminated, and so long as Executive’s ownership of such interest in DNL, his
participation in the management or control of DNL or his employment or engagement thereby or
affiliation or association therewith does not materially interfere with his full-time employment
hereunder, (C) continued service as a member of the board of directors of any entity on which
Executive was serving on the date of termination (subject to the limitations set forth in Paragraph
1(c) hereof during the term of this Agreement), (D) service as a member of the board of directors
or as a member of an advisory committee of any entity which is not engaged in a Competitive
Enterprise (subject to the limitations set forth in Paragraph 1(c) hereof during the term of this
Agreement), or (E) providing services to a subsidiary, division or affiliate of a Competitive
Enterprise if such subsidiary, division or affiliate is not itself engaged in a Competitive
Enterprise and Executive does not provide services to, or have any responsibilities regarding, the
Competitive Enterprise; or




                    (ii) solicit the employment of, or knowingly assist another in
soliciting the employment of, any officers of the Company or any of its subsidiaries at the level
of vice president or above or induce any such officer to terminate such relationship. Nothing
herein shall prevent Executive from giving personal references for any such officer setting forth
his personal views about such officer. Anything herein to the contrary notwithstanding, the Company
acknowledges that its employees or those of its affiliates may join other entities with which
Executive is affiliated and that that event will not constitute a violation of this Agreement if
Executive was not involved (directly or through contacts with others) in hiring or in identifying
the employee of the Company or its affiliate as a potential recruit or otherwise assisting in, or
counseling others concerning, the recruitment of the employee of the Company or affiliate for such
entity.



30









 





     Executive expressly agrees and understands that the remedy at law for any breach by him of
this Paragraph 12(a) may be inadequate and that the damages flowing from such breach are not
readily susceptible to being measured in monetary terms. Accordingly, it is acknowledged that, upon
adequate proof of Executive’s violation of any provision of this Paragraph 12(a), the Company shall
be entitled to immediate injunctive relief and may obtain a temporary order restraining any
threatened or further breach. Furthermore, if the Board makes a good faith determination based upon
adequate proof that Executive has violated any material provision of this Paragraph 12(a), the
Company may withhold any amounts owed pursuant to this Agreement to Executive at the time the Board
makes such good faith determination, provided that in no event shall the Company withhold or fail
to pay any pension benefit (whether payable under any qualified or non-qualified plan (including
the Supplemental Plan) of the Company or any affiliate or under Paragraph 4(a) hereof) and
provided, further, that if it is subsequently determined by an arbitrator pursuant to Paragraph 18
below that Executive did not commit such violation, the Company shall promptly pay all such unpaid
amounts to Executive with interest on a cumulative daily compounded basis at the rate of LIBOR from
the date such payment was due until the date it is actually paid to Executive. Nothing in this
Paragraph 12(a) shall be deemed to limit the Company’s remedies at law or in equity for any breach
by Executive of any of the provisions of this Paragraph 12(a) which may be pursued or availed of by
the Company. If an arbitrator determines that Executive violated any legally enforceable provision
of this Paragraph 12(a) as to which there is a specific time period during which he is prohibited
from taking certain actions or from engaging in certain activities as set forth in such provision,
then such violation shall toll the running of such time period from the date of such violation
until such violation shall cease. Executive has carefully considered the nature and extent of the




31









 







restrictions upon him and the rights and remedies conferred upon the Company under this Paragraph
12(a), and hereby acknowledges and agrees that the same are reasonable in time and territory, are
designed to eliminate competition which otherwise would be unfair to the Company, do not stifle the
inherent skill and experience of Executive, would not operate as a bar to Executive’s sole means of
support, are fully required to protect the legitimate interests of the Company and do not confer a
benefit upon the Company disproportionate to the detriment to Executive. Notwithstanding anything
to the contrary in this Paragraph 12(a), if Executive terminates his employment for Good Reason or
if his employment is terminated by the Company without Cause (whether before or after a Change in
Control), the provisions of this Paragraph 12(a) shall be deemed null and void from and after any
such termination.




               (b) Intellectual Capital. All copyrightable material
originated and
developed by Executive during the term of this Agreement (the “Works”) relating to the business of
the Company shall constitute “works made for hire” for the Company, as the phrase is defined in
Sections 101 and 201 of the Copyright Act of 1976 (Title 17, United States Code), and the Company
shall be considered the author and shall be the copyright owner of all such Works. Upon the
Company’s request and at its sole expense, Executive shall execute such documents and do such other
acts as may be reasonably necessary to further evidence or effectuate the Company’s rights in and
to the Works. If any of the Works do not qualify for treatment as a “work made for hire” or if
Executive retains any interest in any components of the Works for any other reason except a
specific written agreement to the contrary, Executive hereby grants, assigns and transfers to the
Company all worldwide right, title, and interest in and to the Works, including, but not limited
to, all United States and international copyrights and all other




32









 




intellectual property rights in the Works, and all subsidiary rights therein, free and clear of any
and all claims for royalties or other compensation except as stated in this Agreement.




               (c) Trade Secrets And Confidential Information.



                    (i) Executive recognizes and acknowledges that by virtue of
Executive’s employment with the Company, Executive will have access to certain trade secrets and
confidential information of the Company and its subsidiaries and that such information constitutes
valuable, special and unique property of the Company and its subsidiaries, and derives economic
value because it is not generally known to the public or within the relevant trade or industry
(“Trade Secrets and Confidential Information”). Trade Secrets and Confidential Information
includes, but is not limited to, the following Company information: (A) customer information,
including, without limitation, customer lists and other information concerning particular needs,
problems, likes or dislikes of the Company’s customers; (B) the identities of the Company’s
customers; (C) price information, such as price lists, the contents of bids, and other information
concerning costs or profits; (D) technical information, such as formulae, know-how, computer
programs, software, secret processes or machines, inventions and research projects or other methods
or processes; (E) business information relating to costs, profits, sales, markets, suppliers, plans
for further development, market studies, methods of doing business or research projects; (F)
compilation of data by the Company concerning the Company’s employees and independent contractors
relating to employment by the Company of its personnel; and (G) any other Company information
valuable because of its private or confidential nature. Trade Secrets and Confidential Information
may be oral or written and may be information which Executive originates or which otherwise comes
into Executive’s possession or knowledge.




33









 








               (ii) Executive agrees that Executive shall treat all Trade Secrets
and Confidential Information of the Company obtained by Executive during the course of his
employment as confidential and shall not knowingly divulge or disclose any of same gained by
Executive in connection with Executive’s employment by the Company to any other person, firm,
corporation or entity, except upon the written request or instruction of the Company or in the
ordinary course of Executive’s performing his duties for the Company or any affiliate. Anything
herein to the contrary notwithstanding, the provisions of this Paragraph 12(c) shall not apply (A)
when disclosure is required by law or by any court, arbitrator, mediator or administrative or
legislative body (including any committee thereof) with apparent or actual jurisdiction to order
Executive to disclose or make accessible any information, (B) with respect to any other litigation,
arbitration or mediation involving this Agreement or any other agreement Executive may have with
the Company, including, but not limited to, the enforcement of such agreements or (C) as to Trade
Secrets or Confidential Information that becomes generally known to the public or within the
relevant trade or industry other than due to Executive’s violation of this Paragraph 12(c).



               (iii) Return of Confidential Information. Upon
separation from
employment with the Company, Executive shall immediately surrender to the Company all Trade Secrets
and Confidential Information and any and all documents, materials or other tangible items
pertaining to Trade Secrets and Confidential Information that Executive may possess. All Trade
Secrets and Confidential Information shall be and remain the sole property of the Company and its
subsidiaries. If Executive is in doubt as to whether any information, material, or document is a
Trade Secret or is Confidential Information, Executive will use his best efforts to contact the
Board before disclosing or using same for any purpose other than in




34









 




the ordinary course of performing his duties for the Company and its affiliates or as otherwise
permitted under Paragraph 12(c)(ii) above. The covenants of this Paragraph 12(c)(iii) shall
continue for as long after the termination of this Agreement as any Trade Secret or Confidential
Information continues to constitute a trade secret under applicable law. Anything herein to the
contrary notwithstanding, Executive shall be entitled to retain (A) any home office equipment
provided that any Trade Secret or Confidential Information is not retained by Executive on such
equipment, (B) papers and other materials of a personal nature, including, but not limited to,
photographs, correspondence, personal diaries, calendars and rolodexes, personal files and phone
books, (C) information showing Executive’s compensation or benefits or relating to reimbursement of
business expenses, (D) information that he reasonably believes may be needed for tax purposes, (E)
copies of plans, programs and agreements relating to his employment, or termination thereof, with
the Company and (F) minutes, presentation materials and personal notes from any meeting of the
Board, or any committee thereof, while he was a member of the Board.




          13. Withholding Taxes.




               All payments to Executive hereunder shall be subject to withholding on account of federal,
state and local taxes as required by law.



          14. No Conflicting Agreements; Mutual Releases.




               (a) No Conflicting Agreements. Executive represents and warrants that he is not
a party to any agreement, contract or understanding, whether employment or otherwise, which would
restrict or prohibit him from undertaking or performing employment in accordance with the terms and
conditions of this Agreement. This Agreement supercedes the
Previous Employment Agreement. The Previous Employment Agreement is hereby terminated.



35









 





               (b) Mutual Release Regarding Previous Employment. Each of the Company and Executive
acknowledges that any and all obligations of the other to it or him arising under the Previous
Employment Agreement have been fulfilled to its or his satisfaction, as the case may be, and each
of the Company and Executive hereby releases the other of any and all claims it or he may have
against the other arising under or in connection with the Previous Employment Agreement.



               (c) Mutual Termination Release. Each of the Company and Executive shall execute and
deliver to the other a release in the form attached hereto as Exhibit B upon any
termination of Executive’s employment by Executive for Good Reason or by the Company of Executive’s
employment without Cause. Executive’s execution and delivery of such release shall be a condition
to Executive’s receiving any payment or other benefit that he would otherwise not be entitled to
upon such termination absent this Agreement.



          15. Indemnification; D&O Liability Insurance.




               (a) The Company agrees that if Executive is made a party to, is
threatened to be made a party to, receives any legal process in, or receives any discovery request
or request for information in connection with, any action, suit or proceeding, whether civil,
criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he was a
director, officer, employee, consultant or agent of the Company, or was serving at the request of,
or on behalf of, the Company as a director, officer, member, employee, consultant or agent of
another corporation, limited liability corporation, partnership, joint venture, trust or other
entity, including service with respect to employee benefit plans, whether or not the basis of such
Proceeding is Executive’s alleged action in an official capacity while serving as a director,
officer, member, employee, consultant or agent of the Company or other entity, Executive shall



36









 




be indemnified and held harmless by the Company to the fullest extent permitted or authorized by
the Company’s Articles of Incorporation or Code of Regulations or, if greater, by the laws of the
State of Ohio, against any and all costs, expenses, liabilities and losses (including, without
limitation, attorneys’ fees reasonably incurred, judgments, fines, ERISA excise taxes or
penalties and amounts paid or to be paid in settlement and any reasonable cost and fees incurred
in enforcing his rights to indemnification or contribution) incurred or suffered by Executive in
connection therewith, and such indemnification shall continue as to Executive even though he has
ceased to be a director, officer, member, employee, consultant or agent of the Company or other
entity and shall inure to the benefit of Executive’s heirs, executors and administrators. The
Company shall reimburse Executive for all costs and expenses (including, without limitation,
reasonable attorneys’ fees) incurred by him in connection with any Proceeding within 20 business
days after receipt by the Company of a written request for such reimbursement and appropriate
documentation associated with these expenses. Such request shall include an undertaking by
Executive to repay the amount of such advance if it shall ultimately be determined that he is not
entitled to be indemnified against such costs and expenses; provided that the amount of such
obligation to repay shall be limited to the after-tax amount of any such advance except to the
extent Executive is able to offset such taxes incurred on the advance by the tax benefit, if any,
attributable to a deduction for repayment.




               (b) Neither the failure of the Company (including its Board, independent legal counsel
or stockholders) to have made a determination prior to the commencement of any proceeding
concerning payment of amounts claimed by Executive under Paragraph 15 (a) above that
indemnification of Executive is proper because he has met the —applicable standard of conduct, nor
a determination by the Company (including its Board,




37









 







independent legal counsel or stockholders) that Executive has not met such applicable standard of
conduct, shall create a presumption or inference that Executive has not met the applicable standard
of conduct.




               (c) The Company agrees to continue and maintain a directors’ and officers’ liability insurance
policy or policies covering Executive at a level, and on terms and conditions, no less favorable to
him than the coverage the Company provides its directors and senior-level officers currently
(subject to any future improvement in such terms and conditions), until such time as suits against
Executive are no longer permitted by law.



               (d) Nothing in this Paragraph 15 shall be construed as reducing or
waiving any right to indemnification, or advancement of expenses, Executive would otherwise have
under the Company’s Articles of Incorporation or Code of Regulations or under applicable law.



          16. Severable Provisions.




               The provisions of this Agreement are severable and if any one or more provisions may be
determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions
and any partially unenforceable provision to the extent enforceable in any jurisdiction
nevertheless shall be binding and enforceable.



          17. Binding Agreement.




               The rights and obligations of the Company under this Agreement shall
inure to the benefit of, and shall be binding on, the Company and its successors and assigns, and
the rights and obligations (other than obligations to perform services) of Executive under this
Agreement shall inure to the benefit of, and shall be binding upon, Executive and his heirs and
personal representatives. Executive may not assign this Agreement or any of his rights or




38









 




obligations hereunder without the Company’s prior written consent, other than his rights to
compensation and benefits, which may be assigned or transferred by will or operation of law,
provided that Executive shall be entitled, to the extent permitted under applicable law or the
relevant plans, to select and change a beneficiary or beneficiaries to receive any compensation or
benefit hereunder following his death by giving the Company written notice thereof. In the event of
Executive’s death or a judicial determination of his incompetence, references in this Agreement to
Executive shall be deemed, where appropriate, to refer to his beneficiary, estate or other legal
representative.




          The Company may not assign its rights or obligations under this Agreement, without Executive’s
prior written consent, except that such rights and obligations may be assigned or transferred
pursuant to a merger or consolidation in which the Company is not the continuing entity, or a sale,
liquidation or other disposition of all or “substantially all of the Company’s assets” (as defined
in Paragraph 1 1(a)(iii) hereof) of the Company, provided that the assignee or transferee is the
successor to all or “substantially all of the Company’s assets” (as defined in Paragraph 1
1(a)(iii) hereof) and assumes the liabilities, obligations and duties of the Company under this
Agreement, either contractually or as a matter of law.




          18. Arbitration; Jurisdiction.




               Any controversy or claim arising out of or relating to this Agreement, or the breach thereof,
any other agreement or arrangement in writing between Executive and the Company or any affiliate or
Executive’s employment with the Company or any affiliate, or the termination thereof (collectively
“Covered Claims”) shall be settled by binding arbitration in the City of Cincinnati, Ohio, in
accordance with the Commercial Arbitration Rules of the American Arbitration Association then
pertaining in such city, and judgment upon the award rendered by




39









 







the arbitrator or arbitrators may be entered in any court in Hamilton County, Ohio, having
jurisdiction thereof. The arbitrator or arbitrators shall be deemed to possess the powers to issue
mandatory orders and restraining orders in connection with such arbitration; provided, however,
that nothing in this Paragraph 18 shall be construed so as to deny the Company the right and power
to seek and obtain injunctive relief in a court of equity in Hamilton County, Ohio, for any breach
or threatened breach by Executive of any of his covenants contained in Paragraph 12 hereof, and
provided, further, that neither party shall be liable for punitive or exemplary damages. Each Party
shall be responsible for its or his own costs and expenses (including attorneys’ fees). The Parties
hereto agree that federal and state courts in Hamilton County, Ohio, shall have exclusive
jurisdiction with respect to the entry of judgment upon any arbitration award hereunder or the
granting of any injunctive relief for any breach or threatened breach by Executive of the covenants
contained in Paragraph 12 hereof, and such courts shall have exclusive jurisdiction with respect to
any other controversy or claim arising out of or relating to this Agreement, or the breach thereof,
that may properly be brought therein if the provisions herein mandating arbitration are held to be
unenforceable. Pending the resolution of any Covered Claim, and except as set forth in Paragraph
12(a) hereof, Executive (and his beneficiaries) shall continue to receive all payments, benefits
and entitlements due under this Agreement or otherwise.




          19. Notices.




               Any notice, request or other communication given in connection with this Agreement shall be in
writing and shall be deemed to have been duly given (i) when personally delivered to the recipient
provided that a written acknowledgement of receipt is obtained, (ii) three days after being sent by
certified or registered mail, postage prepaid or (iii) two days




40











 




after being sent by a nationally recognized overnight courier provided that a written
acknowledgement of receipt is obtained, in each case addressed to the intended recipient at the
address set forth at the end of this Agreement, or at such other address as such intended recipient
hereafter may have designated by ten (10) days’ advance written notice given to the other party
hereto in accordance with this Paragraph 19.




          20. No Mitigation/No Offset.




               In the event of any termination of his employment, Executive shall be under no obligation to
seek other employment and, except as otherwise expressly provided herein, there shall be no offset
against or reduction of amounts due to him on account of any remuneration or benefits provided by
any subsequent employment he may obtain. Except to the extent expressly provided in Paragraph 12(a)
hereof with regard to the Company’s ability to withhold certain payments, the Company’s obligation
to make any payment pursuant to, and otherwise perform its obligations under, this Agreement shall
not be affected by any offset, counterclaim or other right that the Company may have against
Executive for any reason.



          21. Company’s Representations and Warranties.




               The Company represents and warrants that (i) all corporate action required to be taken by the
Company to fully authorize the execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated hereby has been duly and effectively taken, (ii) the
officer signing this Agreement on behalf of the Company is duly authorized to do so, (iii) the
execution, delivery and performance of this Agreement does not violate any applicable law,
regulation, order, judgment or decree or any agreement, plan or corporate governance document to
which the Company is a party or by which it is bound and (iv) upon execution and delivery of this
Agreement by the Parties, it shall be a valid and binding



41









 




obligation of the Company enforceable against it in accordance with its terms, except to the extent
that enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting
the enforcement of creditors’ rights generally.




          22. Waiver.




               The failure of either Party to enforce any provision of this Agreement shall not in any way be
construed as a waiver of any such provision as to any future violation thereof, nor prevent that
party thereafter from enforcing each and every other provision of this Agreement. The rights
granted the Parties herein are cumulative and the waiver of any single remedy shall not constitute
a waiver of such Party’s right to assert all other legal remedies available to him or it under the
circumstances. Any waiver of any provision of this Agreement must be in writing, specifically refer
to the provision being waived and be signed by the party against whom the waiver is being enforced.



          23. Amendment.




               No amendment or modification of any provision of this Agreement shall be valid, unless such
amendment or modification is in writing and signed by Executive and an authorized officer of the
Company.



          24. Governing Law.




               This Agreement shall be governed by and construed according to the laws of the State of Ohio
without reference to principles of conflicts of law. In the event of any inconsistency between
the provisions of this Agreement and any other agreement, plan, policy, program or agreement of the
Company or any of its affiliates, the provision that is most favorable to Executive shall govern.
Notwithstanding anything in this Agreement, any other agreement or any plan, policy or program of
the Company to the contrary, the Company’s plans,



42









 




policies and programs, including but not limited to the Incentive Plan, and any applicable award
agreement, shall be deemed to be amended by this Agreement to the extent necessary to provide the
entitlements set forth herein and to the extent there is any inconsistency, the terms most
favorable to Executive shall govern.




          25. Survivability.




               Except as otherwise expressly provided in this Agreement, upon the termination of, or
expiration of the term of, this Agreement in accordance herewith, the respective rights and
obligations of the Parties shall survive such termination or expiration to the extent necessary to
carry out the intentions of the Parties as embodied in the rights and obligations of the Parties
under this Agreement.



          26. Captions and Paragraph Headings.




               Captions and paragraph headings used herein are for convenience and are not a part of this
Agreement and shall not be used in construing it.



          27. Counterparts.




               This Agreement may be executed in one or more counterparts, each of which shall be deemed
to be an original but all of which together shall constitute one and the same instrument.
Signatures delivered by facsimile shall be effective for all purposes.



[The remainder of this page is intentionally left blank.]




43









 








          IN WITNESS WHEREOF, the Parties have executed this Agreement on the day and year first set
forth above.




	 	 	 	 	 
	 	THE E. W. SCRIPPS COMPANY

 	 
	 	By:  	/s/ William R. Burleigh
 	 
	 	 	Name:  	WILLIAM R. BURLEIGH 	 
	 	 	Title:  	CHAIRMAN 	 
	 	 	Address: 312 Walnut Street

                  28th Floor

                  Cincinnati, Ohio 45202
 	 
	 



	 	 	 	 	 
	 	 	 
	 	                                               /s/ Kenneth W. Lowe
 	 
	 	Kenneth W. Lowe 	 
	 	Address: 312 Walnut Street

                  28th Floor

                  Cincinnati, Ohio 45202
 	 
	 	 	 



44









 






	 	 	 	 	 



EXHIBIT A TO EMPLOYMENT AGREEMENT, DATED AS OF JANUARY 1, 2003,

BETWEEN THE E.W. SCRIPPS COMPANY AND KENNETH W. LOWE





     As set forth in Paragraph 3(a) of the aforesaid Employment Agreement, the Company shall pay to
Executive an annual salary of not less than $875,000 from and after the date of this Exhibit until
such Agreement is terminated or until such salary is increased in accordance with and subject to
Paragraph 3(a) of such Agreement.



Dated as of January 1, 2003.





 











 





AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

DATED JUNE 16, 2003




     This Amendment No. 1 is made to that certain Employment Agreement between The E. W. Scripps
Company, an Ohio corporation (together with its successors and assigns, the “Company”), and Kenneth
W. Lowe (“Executive”), which was entered into on June 16, 2003 (the “Employment Agreement”).



     WHEREAS, the Company and Executive are parties to that certain Restricted Share Award
Agreement dated June 16, 2003 (the “Restricted Share Award Agreement”), pursuant to which Executive
was awarded 310,638 (155,319 prior to stock split on August 31, 2004) restricted Class A Common
Shares of the Company (the “Restricted Shares”);



     WHEREAS, under the Amended and Restated 1997 Long-Term Incentive Plan of the Company (the
“Plan”), Executive may convert any or all of the unvested Restricted Shares to restricted share
units (the “Restricted Share Units”);



     WHEREAS, conversion of restricted shares to restricted share units will defer, until
retirement of the electing participant, his or her compensation attributable to such restricted
share units, and as a result the Company may obtain a tax deduction that otherwise might not be
available under certain legal limitations;



     WHEREAS, Executive desires to convert 40,000 of the Restricted Shares to Restricted Share
Units (the “Conversion”);



     WHEREAS, the compensation committee of the Company has approved the Conversion in accordance
with the Plan;



     WHEREAS, concurrently herewith the Restricted Share Award Agreement is being amended to
reflect the Conversion;



     WHEREAS, the Company and Executive desire to amend the Employment Agreement to reflect the
issuance of Restricted Share Units pursuant to the Conversion and to clarify the effect that the
Conversion will have on certain terms and provisions of the Employment Agreement relating to the
Restricted Shares;



     NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the parties agree that from and after the date hereof:



     1. The term “New Restricted Shares” shall mean the 270,638 New Restricted Shares that
remain subject to the Employment Agreement after the Conversion (the “Remaining Restricted
Shares”), 77,660 of which became vested on January 2, 2004, 77,660 of which will
vest on January 2, 2005, 77,660 of which will vest on January 2, 2006, and 37,658 of which will
vest on January 2, 2007.



 









 





     2. The 40,000 New Restricted Shares converted into 40,000 Restricted Share Units as described
in the premises above will no longer be considered New Restricted Shares and shall be referred to
as “Restricted Share Units.”



     3. All matters concerning the Remaining New Restricted Shares shall be governed by the Plan,
except as otherwise set forth in the Employment Agreement or in the Restricted Share Award
Agreement, as amended by Amendment No. 1 thereto dated the date hereof.



     4. All matters concerning the Restricted Share Units shall be governed by the Plan, except as
otherwise set forth herein or in the Restricted Share Unit Agreement dated the date hereof between
the Company and Executive.



     5. For purposes of Paragraphs 6(d), 8(c), and 10, the words “and Restricted Share Units”
shall be deemed added after the words “New Restricted Shares” each time such latter words appear
in the Employment Agreement and such provisions of the Employment Agreement shall apply from and
after the date hereof to the Remaining New Restricted Shares and the Restricted Share Units.



     6. Paragraph 7(b)(ii) shall be deleted in its entirety and the following shall be
substituted in its place:



          “(ii) immediate vesting and non-forfeitability of all unmatured Deferred Stock Units,
Earned Duff & Phelps Shares, unvested New Restricted Shares, and unvested Restricted Share Units,
with the Company immediately exchanging the Deferred Stock Units for Class A Common Shares (the
“DSU Shares”), paying any dividends due on the DSU Shares in accordance with Paragraph 5 above,
and exchanging the Restricted Share Units for Class A Common Shares as soon as practicable after
the January 1 following Executive’s death or Permanent Disability;”




     7. Paragraph 9(a)(iv) shall be deleted in its entirety and the following substituted in its
place:



          “(iv) immediate vesting of all unmatured Deferred Stock Units, Earned Duff & Phelps
Shares, unvested New Restricted Shares, and unvested Restricted Share Units, with the Company
immediately exchanging the Deferred Stock Units for the DSU Shares and paying any dividends due on
the DSU Shares in accordance with Paragraph 5 above, and with the Company exchanging the
Restricted Share Units for Class A Common Shares as soon as practicable after the January 1
immediately following termination of Executive’s employment pursuant to this Paragraph 9(a);”




     8. Paragraph 9(a)(v) shall be deleted in its entirety and the following substituted in its
place:



          “(v) immediate vesting and non-forfeitability of all other outstanding equity
awards (including, but not limited to, stock options, restricted shares other than the New
Restricted Shares, and restricted share units other than the Restricted Share Units), with all
vested options (including options vesting pursuant to this subclause (v)) remaining exercisable for
the remainder of their original terms;”




2









 





     9. Paragraph 9(b) shall be deleted in its entirety and the following substituted in its
place:



          “(b) If Executive’s employment is terminated by the Company for Cause or by Executive
for any reason (other than for Good Reason or upon death, Normal Retirement or Early Retirement,
or due to Permanent Disability), Executive shall be entitled to no further compensation or other
severance payments or employee benefits under this Agreement, shall forfeit all earned and
unvested Duff & Phelps Shares, all unvested New Restricted Shares, and all unvested Restricted
Share Units, and all other outstanding equity awards (including, but not limited to, stock
options (whether or not vested), deferred stock units, restricted shares and restricted share
units) shall be treated in accordance with the applicable plan or award agreement; provided,
however, that Executive shall be entitled to:





     (i) issuance of 19, 207 DSU Shares and payment of dividends with
respect thereto on January 15, 2004, in exchange for the remaining Deferred Stock
Units;




     (ii) any earned but unpaid amounts as of the date of termination,
including, but not limited to, Base Salary through the date of termination,
reimbursement of business expenses and any incentive awards earned for
performance periods that have ended;




     (iii) any other right, benefit or entitlement earned and payable, and
not subject to forfeiture as a result of the applicable termination event, under
this Agreement or any other Company plan, policy, program, arrangement of, or
other agreement with, the Company or any affiliate;




     (iv) as provided in Paragraph 6(d) hereof, in the case of termination of
Executive’s employment by the Company for Cause under Paragraph 8(a)(ii)(B) or (C)
hereof, all Earned Duff & Phelps Shares, all New Restricted Shares and all
Restricted Share Units not vested on the date of any such termination shall vest
immediately upon such termination and thereafter be non-forfeitable; and




     (v) the pension benefits as provided pursuant to Paragraph 4(a) of this
Agreement.



          Notwithstanding anything to the contrary in this Paragraph 9(b), in the event of Executive’s
Early Retirement prior to January 1, 2007, all unvested Earned Duff & Phelps Shares, all unvested
New Restricted Shares, and all unvested Restricted Share Units (to the extent such shares or
units are unvested on the date of such retirement) shall be forfeited as provided in Paragraph
6(d) above.”




     10. Paragraph 9(d)(i) shall be deleted in its entirety and the following substituted in its
place:




     ”(i) immediate vesting and non-forfeitability of all outstanding equity
awards (including, but not limited to, stock options, restricted shares and



3









 







restricted share units), with all vested options (including options vesting pursuant to
this subclause (i)) remaining exercisable for the remainder of their original terms;
provided, however, in the case of Early Retirement prior to January 1, 2007, Executive
shall forfeit all unvested Earned Duff & Phelps Shares, all unvested New Restricted Shares
and all unvested Restricted Share Units (to the extent such shares or units are unvested on
the date of such retirement), and all other outstanding equity awards (including, but not
limited to, stock options, restricted shares and restricted share units) shall be treated
in accordance with the applicable plan or award agreement;”



     This Amendment No. 1 is executed on September 30, 2004.



	 	 	 	 	 
	 	THE COMPANY:



THE E. W. SCRIPPS COMPANY

 	 
	 	By:  	/s/ Joseph G. NeCastro
 	 
	 	 	Name:  	Joseph G. NeCastro 	 
	 	 	Title:  	SVP & CFO 	 
	 
	 	EXECUTIVE:

 	 
	 	/s/ Kenneth W. Lowe
 	 
	 	Kenneth W. Lowe 	 
	 	 	 
	 




4









 








AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT

DATED JUNE 16, 2003





     This Amendment No. 2 is made to that certain Employment Agreement between The E. W. Scripps
Company, an Ohio corporation (together with its successors and assigns, the “Company”), and Kenneth
W. Lowe (“Executive”), which was entered into on June 16, 2003 and was amended by Amendment No. 1
dated September 30, 2004 (the “Employment Agreement”).



     WHEREAS, the Company and Executive desire to amend the Employment Agreement to extend the
stipulated term thereof two (2) years;



     WHEREAS, the Board of Directors of the Company granted to Executive on February 23, 2006,
50,000 restricted Class A Common Shares of the Company (the “Restricted Shares”) and an option for
125,000 Class A Common Shares of the Company (the “Option”);



     WHEREAS, the Restricted Shares are evidenced by that certain Restricted Share Award Agreement
dated February 23, 2006 (the “Restricted Share Award Agreement”), and the Option is evidenced by
that certain Option Agreement dated February 23, 2006 (the “Option Agreement”);



     WHEREAS, the Company and Executive desire to amend the Employment Agreement to clarify that
Section 6 of the Restricted Share Award Agreement and Section 5 of the Option Agreement supersede
any provision in the Employment Agreement that might be interpreted to the contrary;



     NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the parties agree that from and after the date hereof:



     The date “December 31, 2006” appearing in paragraph 2(a) shall be deleted in its
entirety and the date “December 31, 2008” shall be substituted in its place.



     No provision of the Employment Agreement shall override Section 6 of the Restricted Share
Award Agreement or Section 5 of the Option Agreement, and accordingly any provision in the
Employment Agreement relating to grants of restricted shares or options that otherwise would
provide for an acceleration of vesting of the Restricted Shares or the Option upon Early Retirement
of Executive will be deemed not to include the Restricted Shares or the Option.



This Amendment No. 2 is executed on May 10, 2006.




	 	 	 	 	 
	 	THE COMPANY:



THE E. W. SCRIPPS COMPANY

 	 
	 	By:  	/s/
Jennifer L. Weber
 	 
	 	 	Name:  	JENNIFER L. WEBER 	 
	 	 	Title:  	SVP HR 	 
	 
	 	EXECUTIVE:

 	 
	 	 	/s/ Kenneth W. Lowe
 	 
	 	 	KENNETH W. LOWE 	 
	 	 	 	 
	 




 









 








	 	 	 	 	 	 	 	 	 
	 
	 

	 	To:
	 	Jennifer Weber, Joe NeCastro
	 	Date:
	 	July 31, 2007
	 	 	 	Julie Elliott, A. B. Cruz	 	 	 	 
	 	From:
	 	Denise Kuprionis
	 	Re:
	 	Ken Lowe — contract amendment
	 
	 	 	 	 	 	 	 	 
	 





For your file, the following resolution, extending Ken’s employment contract for an
additional 18 months, was approved by the Scripps’ board of directors on July 31, 2007 (and
the compensation committee on July 30).



Julie, the originally executed amendment (signed by Ken and David Galloway) is attached to
your copy of this memo.




     Ken Lowe — contract amendment




WHEREAS, Mr. Kenneth W. Lowe entered into an employment agreement with the Company on June
16, 2003 and said agreement was amended by Amendment No. 1 dated September 30, 2004 and by
Amendment 2 dated May 10, 2006;




AND WHEREAS, the compensation committee has approved Amendment No. 3 (the “Amendment”) to
Mr. Kenneth W. Lowe’s employment agreement with the Company, a copy of which is attached as
an exhibit to these minutes;




NOW THEREFORE BE IT RESOLVED, that the board of directors hereby approves said Amendment;




FURTHER RESOLVED, that the officers of the Company are hereby authorized to execute and
deliver for and on behalf of this Committee and the Company any and all documents required
to effectuate the purposes and terms of the preceding resolutions.



Page 1 of 1









 









 











AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT

DATED JUNE 16, 2003




     This Amendment No. 3 is made to that certain Employment Agreement between
The E. W. Scripps Company, an Ohio corporation (together with its successors and assigns, the
“Company”), and Kenneth W. Lowe (“Executive”), which was entered into on June 16, 2003 and
was amended by Amendment No. 1 dated September 30, 2004 and was amended by Amendment No. 2
dated May 10, 2006 (the “Employment Agreement”).



     WHEREAS, the Company and Executive desire to amend the Employment Agreement to extend the
stipulated term thereof one (1) year arid six (6) months, until June 30, 2010;



     NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the parties agree that from and after the date hereof:



     The date “December 31, 2008” appearing in paragraph 2(a) shall be deleted in its entirety
and the date “June 30, 2010” shall be substituted in its place.



This Amendment No. 3 is executed on July 31, 2007.




	 	 	 	 	 
	 	THE COMPANY:



THE E. W. SCRIPPS COMPANY

 	 
	 	By:  	/s/ David A. Galloway
 	 
	 	 	Name:  	DAVID A. GALLOWAY 	 
	 	 	Title:  	Chair – Compensation Committee 	 
	 
	 	EXECUTIVE:

 	 
	 	 	/s/ Kenneth W. Lowe
 	 
	 	 	Kenneth W. Lowe