EX-10.14






Exhibit 10.14




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 Joseph G. NeCastro (“Executive”).



Preliminary Statements:




     A. Assignor and Executive are parties to that certain Amended and Restated Employment
Agreement, dated as of July 30, 2007 (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 9(d) and 9(e).



     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. Except
as otherwise provided in the Separation Agreement, Executive agrees that his obligations to
Assignor under Section 9(b) with respect to Confidential Information (as defined in the Employment
Agreement) of Assignor related to the EWS Business, Section 9(d) 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 9(e) with respect 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:  	 	 
	 
	 
	 	 Joseph G. NeCastro

 	 
	 	 	 
	 	 	 
	 	 	 
	 







3











 






June 16, 2006 AMENDED & RESTATED 7/30/07



Mr. Joseph G. NeCastro

c/o The E. W. Scripps Company

312 Walnut Street

2800 Scripps Center

Cincinnati, OH 45202




Re: Employment Agreement



Dear Joe:



The E. W. Scripps Company (the “Company”) agrees to employ you and you agree to accept such
employment upon the following terms and conditions:



l. Term. Subject to the provisions for earlier termination provided in paragraph 10
below, the term of your employment hereunder shall become effective as of

June 16, 2006 and shall continue through and until June 15, 2009. Such period shall be
referred to as the “Term,” notwithstanding any earlier termination of your employment for any
reason. The Company shall provide you with at least ninety (90) days’ notice prior to the
expiration of the Term if the Company does not intend to continue to employ you beyond the
expiration of the Term. If the Company does not provide you with such notice and the parties
do not otherwise agree in writing to renew, extend, or replace this agreement, the Term shall
automatically renew for one one-year term.



2. Duties. You will be the Execuitve Vice President and Chief Financial Officer of
the Company, reporting to the Chief Executive Officer of the Company (“Reporting Senior”).
You agree to devote substantially all your business time, and apply your best reasonable
efforts, to promote the business and affairs of the Company and its affiliated companies
during your employment. You will perform such duties and responsibilities commensurate with
your position and title during the Term, and as may be reasonably assigned to you from time
to time by your Reporting Senior. You shall not, without the prior written consent of the
Company, directly or indirectly, during the Term, other than in the performance of duties
naturally inherent to the businesses of the Company and in furtherance thereof, 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
interfere with the performance of your duties hereunder, you may serve



 









 





Mr. Joseph G. NeCastro

June 16, 2006 AMENDED & RESTATED 7/30/07

Page 2




as a director, trustee or officer of, or otherwise participate in, educational, welfare,
social, religious, civic or trade organizations. Your principal place of business shall be
in Cincinnati, OH.



3. Compensation.



(a) Annual Salary. For all the services rendered by you in any capacity under this
Agreement, the Company agrees to pay you Five Hundred Fifty Thousand Dollars ($550,000.00) a
year in base salary (“Annual Salary”), less applicable deductions and withholding taxes, in
accordance with the Company’s payroll practices as they may exist from time to time during
the Term. Your Annual Salary may be increased by the Company’s Compensation Committee in
conjunction with your annual performance review conducted pursuant to the guidelines and
procedures of the Company applicable to similarly situated executives, but in no event shall
your Annual Salary be less than the annual salary amount established under this paragraph
3(a) for the immediately previous calendar year.



(b) Bonus. You shall participate in the Company’s executive bonus plan with a target
bonus opportunity of 60% of your Annual Salary as established under paragraph 3(a) (“Bonus”).
The Bonus amount actually paid shall be based on your attainment, within the range of the
minimum and maximum performance objectives, of strategic and financial goals established for
you by the Company and approved by the Company’s Compensation Committee. The Company shall
pay to you any Bonus under this paragraph 3(b) by no later than March 15 of the following
calendar year.



(c) Long-Term Incentive Plans. During your employment hereunder, you shall be
eligible to participate in all equity incentive plans of the Company, including but not
limited to, the Company’s 1997 Long-Term Incentive Plan, as amended, or any successor to such
plan, applicable to similarly situated executives of the Company as shall be determined by
the Company’s Compensation Committee.



4. Benefits. During your employment hereunder, you shall be entitled to participate
in any employee retirement, pension and welfare benefit plan or program available to
similarly situated executives of the Company, or to the Company’s employees generally, as
such plans and 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, life insurance, short-term and long-term disability insurance plans,
and all other plans that the Company may have or establish from time to time and in which you
would be entitled to participate under the terms of the applicable plan. This provision is
not intended, nor shall it have the effect of, reducing any benefit to which you were
entitled as of the effective date of this Agreement. However, this provision shall not be
construed to require the Company to establish any welfare, compensation or



 









 





Mr. Joseph G. NeCastro

June 16, 2006 AMENDED & RESTATED 7/30/07

Page 3




long-term incentive plans, or to prevent the modification or termination of any plan once
established, and no action or inaction with respect to any plan shall affect this Agreement.
You shall be entitled to be reimbursed by the Company for tax and financial planning up to a
maximum of $15,000 per year, and for the annual membership fees and other dues associated
with one luncheon club. In addition, the Company shall pay the costs of an annual “senior
executive” physical examination. You shall be entitled to no less than five (5) weeks of PTO
per calendar year.



5. Business Expenses. During your employment hereunder, the Company shall reimburse
you for reasonable travel and other expenses incurred in the performance of your duties as
are customarily reimbursed to similarly situated executives of the Company.



6. Entitlements in Event of Death. In the event of your death during your employment
hereunder, your beneficiary or estate shall, for the one-year period following your death,
receive payments equal to your Annual Salary. Also, your family members who are covered
under a Company medical plan at the time of your death shall be entitled to receive
commensurate medical coverage at the Company’s expense throughout this same one-year period.
In addition, your beneficiary or estate shall receive (i) any Bonus earned in the prior
calendar year, but that has not yet been paid; and (ii) the amount equal to the target bonus
opportunity described in paragraph 3(b) above, pro-rated to cover the time period commencing
on January 1 of the calendar year of your death and ending one (1) year after your death;
which such bonus shall be in lieu of any bonus that you would have otherwise been entitled to
receive under the terms of the Executive Bonus Plan for that year. The payments reflected in
6(i) and (ii) above shall be payable, less applicable deductions and withholding taxes, by
March 15th of the year immediately following the relevant calendar year. In addition, your
beneficiary or estate shall be entitled to any vested benefits accrued and earned by you
hereunder, in each case up to and including the date of your death. Also, in the event of
your death during employment, any remaining principal and interest you owe to the Company
under that certain loan agreement entered into by you and the Company on or about May 2, 2002
shall be foregiven and such loan agreement terminated, it being understood, however, that the
foregoing shall apply only if such loan agreement is not amended or revised in any material
respect after the effective date hereof. In the event of your death after the termination of
your employment while you are entitled to receive compensation under paragraph 10(d), your
beneficiary or estate shall receive any Annual Salary payable under paragraph 10(d)(i) up to
the date on which the death occurs.



7. Entitlements in Event of Permanent Disability. In the event of your permanent
disability during your employment hereunder (as defined under and covered by a Company
employee disability plan), your employment shall immediately terminate. However, for the
one-year period beginning on the date of



 









 





Mr. Joseph G. NeCastro

June 16, 2006 AMENDED & RESTATED 7/30/07

Page 4




such disability, you shall continue to receive payments equal to your Annual Salary. Also,
your family members who are covered under a Company medical plan at the time of your
permanent disability shall be entitled to receive commensurate medical coverage at the
Company’s expense for that same one-year period. In addition, you shall receive (i) any
Bonus earned in the prior calendar year, but that has not yet been paid; and (ii) the amount
equal to the target bonus opportunity described in paragraph 3(b) above, pro-rated to cover
the time period commencing on January 1 of the calendar year in which your permanent
disability occurs and ending one (1) year after you become permanently disabled; which such
bonus shall be in lieu of any bonus that you would have otherwise been entitled to receive
under the terms of the Executive Bonus Plan for that year. The payments reflected in 7(i)
and (ii) above shall be payable, less applicable deductions and withholding taxes, by March
15th of the year immediately following the relevant calendar year. In addition, you shall be
entitled to any vested benefits accrued and earned by you hereunder, in each case up to and
including the date of your permanent disability, and any amount payable to you pursuant to
the applicable disability plan. Also, in the event of your permanent disability, any
remaining principal and interest you owe to the Company under that certain loan agreement
entered into by you and the Company on or about May 2, 2002 shall be foregiven and such loan
agreement terminated, it being understood, however, that the foregoing shall apply only if
such loan agreement is not amended or revised in any material respect after the effective
date hereof.



8. Change in Control Protections. You shall be included in and covered by the
Company’s Senior Executive Change in Control Plan, which is incorporated herein by reference.
Your Termination Pay Multiple, as defined in the Plan, will be at least “2.5”. In the event
that such plan is terminated or you are excluded from the plan for any reason during the
Term, the Company agrees to promptly amend this Agreement so that you are similarly covered
and eligible for the same benefits and protection thereunder.



9. Non-Competition, Confidential Information, Etc.



(a) Non-Competition. You agree that your employment with the Company is on an
exclusive basis and that, while you are employed by the Company, you will not engage in any
other business activity that would otherwise conflict with your duties and obligations
(including your commitment of substantially all business time) under this Agreement. You
agree that, during the Non-Compete Period (as defined below), you shall not directly or
indirectly engage in or participate as an owner, partner, stockholder, officer, employee,
director, agent of or consultant for any business competitive with any business of the
Company, without the prior written consent of the Company; provided, however,
that this provision shall not prevent you from investing as a less-than-one-percent (1%)
stockholder in the securities of any company listed on a national securities exchange or
quoted on an automated quotation system. The Non-Compete Period shall cover the entire Term;
provided,



 









 





Mr. Joseph G. NeCastro

June 16, 2006 AMENDED & RESTATED 7/30/07

Page 5




however, that, if your employment terminates before the end of the Term, the
Non-Compete Period shall terminate, if earlier, (i) six (6) months after you terminate your
employment for Good Reason or the Company terminates your employment without Cause, or on
such earlier date as you may make the election under paragraph 9(i) (which relates to your
ability to terminate your obligations under this paragraph 9(a) in exchange for waiving your
right to certain compensation and benefits); or (ii) twelve (12) months after the Company
terminates your employment for Cause. (Defined terms used without definitions in the
preceding sentence have the meanings provided in paragraphs 10(a) and (b).)



(b) Confidential Information. You agree that, during the Term or at any time
thereafter, (i) you shall not use for any purpose other than the duly authorized business of
the Company, or disclose to any third party, any information relating to the Company or any
of its affiliated companies which is proprietary to the Company or any of its affiliated
companies (“Confidential Information”), including any trade secret or any written (including
in any electronic form) or oral communication incorporating Confidential Information in any
way (except as may be required by law or in the performance of your duties under this
Agreement consistent with the Company’s policies); and (ii) you will comply with any and all
confidentiality obligations of the Company to a third party, whether arising under a written
agreement or otherwise. Information shall not be deemed Confidential Information which (x)
is or becomes generally available to the public other than as a result of a disclosure by you
or at your direction or by any other person who directly or indirectly receives such
information from you, or (y) is or becomes available to you on a non-confidential basis from
a source which is entitled to disclose it to you.



(c) No Solicitation or Interference. You agree that, during the Term and for

one (1) year thereafter, you shall not, directly or indirectly:




	 	(i)	 	employ or solicit the employment of any person who is then or has
been within six (6) months prior thereto, an employee of the Company or any of its
affiliated companies; or
	 
	 	(ii)	 	interfere with, disturb or interrupt the relationships (whether or
not such relationships have been reduced to formal contracts) of the Company or
any of its affiliated companies with any customer, supplier or consultant.





(d) Ownership of Works. The results and proceeds of your services under this
Agreement, including, without limitation, any works of authorship resulting from your
services to the Company or any of its affiliates during your employment with the Company
and/or any of its affiliated companies and any works in progress resulting from such
services, shall be works-made-for-hire and the Company shall be deemed the sole owner
throughout the universe of any and all rights of every nature in such works, whether such
rights are now known or hereafter defined or



 









 





Mr. Joseph G. NeCastro

June 16, 2006 AMENDED & RESTATED 7/30/07

Page 6




discovered, with the right to use the works in perpetuity in any manner the Company
determines in its sole discretion without any further payment to you. If, for any reason,
any of such results and proceeds are not legally deemed a work-made-for-hire and/or there are
any rights in such results and proceeds which do not accrue to the Company under the
preceding sentence, then you hereby irrevocably assign and agree to assign any and all of
your right, title and interest thereto, including, without limitation, any and all
copyrights, patents, trade secrets, trademarks and/or other rights of every nature in the
work, whether now known or hereafter defined or discovered, and the Company shall have the
right to use the work in perpetuity throughout the universe in any manner the Company
determines in its sole discretion without any further payment to you. You shall, as may be
requested by the Company from time to time, do any and all things which the Company may deem
useful or desirable to establish or document the Company’s rights in any such results and
proceeds, including, without limitation, the execution of appropriate copyright, trademark
and/or patent applications, assignments or similar documents and, if you are unavailable or
unwilling to execute such documents, you hereby irrevocably designate your Reporting Senior
or his designee as your attorney-in-fact with the power to execute such documents on your
behalf. To the extent you have any rights in the results and proceeds of your services under
this Agreement that cannot be assigned as described above, you unconditionally and
irrevocably waive the enforcement of such rights. This paragraph 9(d) is subject to, and
does not limit, restrict, or constitute a waiver by the Company or any of its affiliated
companies of any ownership rights to which the Company or any of its affiliated companies may
be entitled by operation of law by virtue of being your employer.



(e) Litigation.




	 	(i)	 	You agree that, during the Term, for one (1) year thereafter and, if
longer, during the pendency of any litigation or other proceeding, and except as
may be required by law or legal process, (x) you shall not communicate with anyone
(other than your own attorneys and tax advisors), except to the extent necessary
in the performance of your duties under this Agreement, with respect to the facts
or subject matter of any pending or potential litigation, or regulatory or
administrative proceeding involving the Company or any of its affiliated
companies, other than any litigation or other proceeding in which you are a
party-in-opposition, without giving prior notice to the Company’s General Counsel;
and (y) in the event that any other party attempts to obtain information or
documents from you with respect to such matter, either through formal legal
process such as a subpoena or by informal means such as interviews, you shall
promptly notify the Company’s General Counsel before providing any information or
documents.





 









 





Mr. Joseph G. NeCastro

June 16, 2006 AMENDED & RESTATED 7/30/07

Page 7





	 	(ii)	 	You agree to cooperate with the Company and its attorneys, both
during and after the termination of your employment, in connection with any
litigation or other proceeding arising out of or relating to matters in which you
were involved prior to the termination of your employment. Your cooperation shall
include, without limitation, providing assistance to the Company’s counsel,
experts or consultants, and providing truthful testimony in pretrial and trial or
hearing proceedings. In the event that your cooperation is requested after the
termination of your employment, the Company will (x) seek to minimize
interruptions to your schedule to the extent consistent with its interests in the
matter; and (y) reimburse you for all reasonable and appropriate out-of-pocket
expenses actually incurred by you in connection with such cooperation upon
reasonable substantiation of such expenses.
	 
	 	(iii)	 	Except as required by law or legal process, you agree that you will
not testify in any lawsuit or other proceeding which directly or indirectly
involves the Company or any of its affiliated companies, or which may create the
impression that such testimony is endorsed or approved by the Company or any of
its affiliated companies. In all events, you shall give advance notice to the
Company’s General Counsel of such testimony promptly after you become aware that
you may be required to provide it. The Company expressly reserves its
attorney-client and other privileges except if expressly waived in writing.





(f) Return of Property. All documents, data, recordings, or other property, whether
tangible or intangible, including all information stored in electronic form, obtained or
prepared by or for you and utilized by you in the course of your employment with the Company
or any of its affiliated companies shall remain the exclusive property of the Company. In
the event of the termination of your employment for any reason, the Company reserves the
right, to the extent permitted by law and in addition to any other remedy either may have, to
deduct from any monies otherwise payable to you the following: (i) all amounts you may owe
to the Company or any of its affiliated companies at the time of or subsequent to the
termination of your employment with the Company; and (ii) the value of the Company property
which you retain in your possession after the termination of your employment with the
Company. In the event that the law of any state or other jurisdiction requires the consent
of an employee for such deductions, this Agreement shall serve as such consent.



(g) Non-Disparagement. During the Term hereof and for one (1) year following the
termination hereof for any reason, you shall not make, nor cause any one else to make or
cause on your behalf, any public disparaging or derogatory statements or comments regarding
the Company or its affiliated companies, or its officers or



 









 





Mr. Joseph G. NeCastro

June 16, 2006 AMENDED & RESTATED 7/30/07

Page 8




directors; likewise the Company will not make, nor cause any one else to make, any public
disparaging or derogatory statements or comments regarding you.



(h) Injunctive Relief. The Company has entered into this Agreement in order to
obtain the benefit of your unique skills, talent, and experience. You and the Company
acknowledge and agree that your violation of paragraphs 9(a) through (h) of this Agreement
may result in irreparable damage to the Company and/or its affiliated companies and,
accordingly, the Company may obtain injunctive and other equitable relief for any breach or
threatened breach of such paragraphs, in addition to any other remedies available to the
Company.



(i) Survival; Modification of Terms. The obligations set forth under paragraphs 9(a)
through (i) shall remain in full force and effect for the entire period provided therein
notwithstanding the termination of your employment under this Agreement for any reason or the
expiration of the Term; provided, however, that your obligations under
paragraph 9(a) (but not under any other provision of this Agreement) shall cease if you
terminate your employment for Good Reason or the Company terminates your employment without
Cause and you notify the Company in writing that you have elected to waive your right to
receive, or to continue to receive, termination payments and benefits under paragraphs
10(d)(i) through (iv). You and the Company agree that the restrictions and remedies
contained in paragraphs 9(a) through (h) are reasonable and that it is your intention and the
intention of the Company that such restrictions and remedies shall be enforceable to the
fullest extent permissible by law. If a court of competent jurisdiction shall find that any
such restriction or remedy is unenforceable but would be enforceable if some part were
deleted or the period or area of application reduced, then such restriction or remedy shall
apply with the modification necessary to make it enforceable.



10. Termination.



(a) Termination for Cause. The Company may, at its option, terminate your employment
under this Agreement for Cause and thereafter shall have no obligations under this Agreement,
including, without limitation, any obligation to pay Annual Salary or Bonus or provide
benefits. “Cause” shall mean exclusively: (i) embezzlement, fraud or other conduct that
would constitute a felony; (ii) willful unauthorized disclosure of Confidential Information;
(iii) your material breach of this Agreement; (iv) your gross misconduct or gross neglect in
the performance of your duties hereunder; (v) your willful failure to cooperate with a bona
fide internal investigation or investigation by regulatory or law enforcement authorities,
after being instructed by the Company to cooperate, or the willful destruction or failure to
preserve documents or other material reasonably known to be relevant to such an
investigation, or the willful inducement of others to fail to cooperate or to destroy or fail
to produce documents or other material; or (vi) your willful and material



 









 





Mr. Joseph G. NeCastro

June 16, 2006 AMENDED & RESTATED 7/30/07

Page 9




violation of the Company’s written conduct policies, including but not limited to the
Company’s Employment Handbook and Ethics Code. The Company will give you written notice prior
to terminating your employment pursuant to (iii), (iv), (v), or (vi), of this paragraph
10(a), setting forth the nature of any alleged failure, breach or refusal in reasonable
detail and the conduct required to cure. Except for a failure, breach or refusal which, by
its nature, cannot reasonably be expected to be cured, you shall have twenty (20) business
days from the giving of such notice within which to cure any failure, breach or refusal under
(iii), (iv), (v), or (vi) of this paragraph 10(a); provided, however, that,
if the Company reasonably expects irreparable injury from a delay of twenty (20) business
days, the Company may give you notice of such shorter period within which to cure as is
reasonable under the circumstances.



(b) Good Reason Termination. You may terminate your employment under this Agreement
for Good Reason at any time during the Term by written notice to the Company no more than
thirty (30) days after the occurrence of the event constituting Good Reason. Such notice
shall state an effective date no earlier than thirty (30) business days after the date it is
given. The Company shall have ten (10) business days from the giving of such notice within
which to cure and, in the event of such cure, your notice shall be of no further force or
effect. Good Reason shall mean without your consent (other than in connection with the
termination or suspension of your employment or duties for Cause or in connection with your
Permanent Disability) exclusively: (i) the assignment to you of duties or responsibilities
substantially inconsistent with your position(s) or duties; (ii) the withdrawal of material
portions of your duties described in paragraph 2; (iii) the relocation of your position
outside the Cincinnati, OH metropolitan area; (iv) the material breach by the Company of this
Agreement; or (v) the failure of any successor to all or substantially all of the Company’s
assets to assume the Company’s obligations under this Agreement; or (vi) a change in
reporting structure such that you report to someone other than the Chief Executive Officer of
the Company.



(c) Termination Without Cause. The Company may terminate your employment under this
Agreement without Cause or at any time during the Term by written notice to you.



(d) Termination Payments/Benefits. In the event that your employment terminates
under paragraph 10(b) or (c), you shall thereafter receive through the end of the Term, less
applicable deductions and withholding taxes:




	 	(i)	 	a lump sum payment equal to your Annual Salary, as in effect on the
date on which your employment terminates, paid in accordance with the Company’s
then effective payroll practices;





 









 





Mr. Joseph G. NeCastro

June 16, 2006 AMENDED & RESTATED 7/30/07

Page 10





	 	(ii)	 	payments equal to your target bonus opportunity, as in effect on the
date on which your employment terminates, paid in accordance with the Company’s
then effective bonus payment practices;
	 
	 	(iii)	 	medical and dental insurance coverage provided under COBRA at no
cost to you (except as hereafter described) pursuant to the plans then covering
the employees of the Company (until the end of the Term or, if earlier, the date
on which you become eligible for medical and dental coverage from a third party);
provided, that, during the period that the Company provides you with this
coverage, an amount equal to the applicable COBRA premiums (or such other amounts
as may be required by law) will be included in your income for tax purposes to the
extent required by law and the Company may withhold taxes from your compensation
for this purpose; and provided, further, that you may elect to
continue your medical and dental insurance coverage under COBRA at your own
expense for the balance, if any, of the period required by law; and
	 
	 	(iv)	 	life insurance coverage pursuant to the policy then covering the
employees of the Company in the amount then furnished to the Company employees at
no cost (the amount of such coverage will be reduced by the amount of life
insurance coverage furnished to you at no cost by a third party employer).





Notwithstanding the foregoing, in the event your employment is terminated pursuant to
paragraphs 10(b) or (c) with less than eighteen (18) months remaining in the Term, you will
be entitled to the benefits described in paragraphs 10(d)(i) — (iv) for a period of eighteen
(18) months following the effective date of termination. You understand and agree that
notice given by the Company in accordance with paragraph 1 that it does not intend to
continue to employ you beyond the expiration of the Term does not constitute termination
pursuant to paragraph 10(c).



(e) Termination of Benefits. Notwithstanding anything in this Agreement to the
contrary (except as otherwise provided in paragraph 10(d) with respect to medical and dental
benefits and life insurance), participation in all the Company benefit plans and programs
will terminate upon the termination of your employment except to the extent otherwise
expressly provided in such plans or programs and subject to any vested rights you may have
under the terms of such plans or programs.



(f) Resignation from Official Positions. If your employment with the Company
terminates for any reason, you shall be deemed to have resigned at that time from any and all
officer or director positions that you may have held with the Company or any of its
affiliated companies and all board seats or other positions in other entities you held on
behalf of the Company. If, for any reason, this paragraph 10(f) is



 









 





Mr. Joseph G. NeCastro

June 16, 2006 AMENDED & RESTATED 7/30/07

Page 11




deemed insufficient to effectuate such resignation, you agree to execute, upon the request of
the Company, any documents or instruments which the Company may deem necessary or desirable
to effectuate such resignation or resignations, and you hereby authorize the Secretary and
any Assistant Secretary of the Company to execute any such documents or instruments as your
attorney-in-fact.



11. Severance Contingent On Release, Waiver and Non-Compete Agreement. If, pursuant
to paragraph 1, the Company gives proper notice that it does not intend to employ you beyond
the expiration of the Term, and your employment hereunder ends as a result, if you execute
and do not later revoke or materially violate the Release, Waiver and Non-Compete Agreement
in a form materially similar to the document attached hereto as Exhibit A, you will be
entitled to the benefits described in paragraphs 10(d)(i) — (iv) for a period of twelve (12)
months following the end of your employment.



12. Company’s Policies. You agree that, during your employment hereunder, you will
comply with all of the Company’s written policies, including, but not limited to, the
Company’s Employee Handbook and Ethic Code.



13. Indemnification; D&O Liability Insurance. If you are made a party to, are
threatened to be made a party to, receive any legal process in, or receive 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 you were an officer, director, employee, or agent of the Company or any of its
affiliated companies, or were serving at the request of or on behalf of the Company or any of
its affiliated companies, the Company shall indemnify and hold you harmless 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 all costs, expenses,
liabilities and losses you incur in connection therewith. Such indemnification shall
continue even if you have ceased to be an officer, director, employee or agent of the Company
or any of its affiliated companies, and shall inure to the benefit of your heirs, executors
and administrators. The Company shall reimburse you for all costs and expenses you incur in
connection with any Proceeding within 20 business days after receipt by the Company of a
written requests for such reimbursement and appropriate documentation associated with such
expenses. In addition, the Company agrees to maintain a director’s and officer’s liability
insurance policy or policies covering you at a level and on terms and conditions commensurate
to the coverage the Company provides other similarly situated executives of the Company.



14. Notices. All notices under this Agreement must be given in writing, by personal
delivery facsimile or by mail, if to you, to the address shown on this Agreement (or any
other address designated in writing by you), with a copy to any other person you designate in
writing, and, if to the Company, to the address shown



 









 





Mr. Joseph G. NeCastro

June 16, 2006 AMENDED & RESTATED 7/30/07

Page 12




on this Agreement (or any other address designated in writing by the Company), with a copy,
to the attention of the Company’s General Counsel. Any notice given by mail shall be deemed
to have been given three days following such mailing.



15. Assignment. This is an Agreement for the performance of personal services by you
and may not be assigned by you or the Company except that the Company may assign this
Agreement to any affiliated company of or any successor-in-interest to the Company.



16. Governing Law. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Ohio.



17. No Implied Contract. Nothing contained in this Agreement shall be construed to
impose any obligation on the Company or you to renew this Agreement or any portion thereof.
The parties intend to be bound only upon execution of a written agreement and no negotiation,
exchange of draft or partial performance shall be deemed to imply an agreement. Neither the
continuation of employment nor any other conduct shall be deemed to imply a continuing
agreement upon the expiration of the Term.



18. Entire Understanding. Except where specifically stated otherwise herein, this
Agreement contains the entire understanding of the parties hereto relating to the subject
matter contained in this Agreement, and can be changed only by a writing signed by both
parties.



19. Void Provisions. If any provision of this Agreement, as applied to either party
or to any circumstances, shall be found by a court of competent jurisdiction to be
unenforceable but would be enforceable if some part were deleted or the period or area of
application were reduced, then such provision shall apply with the modification necessary to
make it enforceable, and shall in no way affect any other provision of this Agreement or the
validity or enforceability of this Agreement.



20. Supersedes Prior Agreements. With respect to the period covered by the Term,
this Agreement supersedes and cancels all prior agreements relating to your employment by the
Company or any of its affiliated companies.



21. Deductions and Withholdings, Payment of Deferred Compensation. All amounts
payable under this Agreement shall be paid less deductions and income and payroll tax
withholdings as may be required under applicable law and any property (including shares of
the Company’s Class A Common Stock), benefits and perquisites provided to you under this
Agreement shall be taxable to you as may be required under applicable law. Notwithstanding
any other provisions of this Agreement to the contrary, no payment for any restricted shares
or distribution of any other deferred compensation shall be made sooner than the earliest
date



 









 





Mr. Joseph G. NeCastro

June 16, 2006 AMENDED & RESTATED 7/30/07

Page 13




permitted under the provisions of the Internal Revenue Code or the rules or regulations
promulgated thereunder, as in effect on the date of such payment, in order for such payment
to be taxable at the time of the distribution thereof without imposition of penalty taxes
under the American Jobs Creation Act of 2004.



If the foregoing correctly sets forth our understanding, please sign, date and return all
three (3) copies of this Agreement to the undersigned for execution on

behalf of the Company; after this Agreement has been executed by the Company and a
fully-executed copy returned to you, it shall constitute a binding agreement between us.



	 	 	 	 	 	 	 
	Sincerely yours,	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	THE E. W. SCRIPPS COMPANY	 	 
	 	 	 	 	 	 	 
	By:	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 
	Name:	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Title:	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	ACCEPTED AND AGREED:	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 
	Joseph G. NeCastro	 	 
	 	 	 	 	 	 	 
	Dated: