EX-10.1



 Exhibit 10.1 

 

			
	 




  
 Kenneth W. Lowe

Chairman of the Board, President,
 Chief
Executive Officer
	  	 9721 Sherrill Blvd. | Knoxville, TN 37932

865-560-4328 | fax 865-560-4710
 ken.lowe@scrippsnetworks.com
  
 assistant: Nancy Walters | 865-560-4641 | nwalters@scrippsnetworks.com


 Amendment No. 1 to 
 Employment Agreement 
 December 21, 2012 

Mr. John F. Lansing 
 9721 Sherrill
Boulevard 
 Knoxville, Tennessee 37932 
  

	Re:	Amendment to Employment Agreement 

 Dear
John: 
 This Amendment No. 1 (this “Amendment”) to your Employment Agreement with Scripps Networks Interactive, Inc. (the
“Company”), dated as of March 29, 2010 (the “Employment Agreement”), amends the Employment Agreement as expressly stated herein. 
  

	1.	Defined Terms. The capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings set forth in the Employment Agreement.


  

	2.	Good Reason Termination. Section 10(b) of the Employment Agreement is amended by adding the following to the end thereof: 


“For purposes of this Employment Agreement, as amended, including without limitation for purposes of determining the Non-Compete
Period in Section 9(a) and your entitlement to severance benefits under Section 10(d) of this Employment Agreement, as amended, Good Reason shall also include an “orderly retirement”, which shall mean your voluntary termination
with the Company, provided that you notify the Company in writing not less than 90 days in advance of the effective date of termination.” 
  

	3.	Termination Without Cause. Section 10(c) of the Employment Agreement is amended by adding the following sentence to the end thereof:


 “Termination without Cause shall include, without limitation, the termination of your employment upon the
expiration of the Term as set forth in paragraph 1 above.” 
  

	4.	Termination Payments/Benefits. Section 10(d)(i) of the Employment Agreement is deleted in its entirety and replaced with the following:


  

	 	“(i)	 A lump sum payment equal to the sum of (A) 2.5 times your Annual Salary, as in effect on the date on which your employment terminates; plus
(B) if your date of termination occurs prior to December 31, 2013, the portion of your Annual 










	 	
Salary, as in effect on the date on which your employment terminates, that would have been earned by you had your employment continued from the date of termination through December 31, 2013.
Such payment shall be made within thirty (30) days after the termination of your employment;” 

  

	5.	Termination Payments/Benefits. Section 10(d)(iv) of the Employment Agreement is deleted in its entirety and replaced with the following:


  

	 	“(iv)	The Restricted Share Units granted to you on the Grant Date pursuant to paragraph 3(c) that have not yet vested as of your date of termination shall vest in full
(without pro-ration) and shall be payable in accordance with the terms, and subject to the conditions, of the award agreement for such grant;” 

  

	6.	Severance Contingent on Release, Waiver and Non-Compete Agreement. Section 11 of the Employment Agreement is deleted in its entirety and replaced with the
following: 

  

	 	“11.	Severance Contingent on Release, Waiver and Non-Compete Agreement. Notwithstanding anything contained in this Employment Agreement, as amended, to the contrary,
any compensation and benefits to be provided under Section 10(d) of this Employment Agreement, as amended, shall be provided only if you execute and do not later revoke or materially violate a release of claims in the form of the Release,
Waiver and Non-Compete Agreement attached hereto as Exhibit A (with such changes as the Company may determine to be required or reasonably advisable in order to make the release enforceable and otherwise compliant with applicable law) (the
“Release”). The Release shall provide that in the case of a termination of employment under Section 10(b) or 10(c) of this Employment Agreement, as amended, the Non-Compete Period shall terminate six (6) months after your date of
termination. The Release must be executed by you and become effective and irrevocable in accordance with its terms no later than the thirtieth (30th) day following termination of your employment (the “Release Period”). In the event
that the Release Period commences in one calendar year and ends in a second calendar year, the payment of the benefits provided in Section 10(d) shall be paid in the second calendar year, or such later date as required by Section 22 of
this Employment Agreement, as amended,.” 

  

	7.	No Other Amendments. Except as expressly amended, modified and supplemented hereby, the provisions of the Employment Agreement are and will remain in full force
and effect and shall be binding on the parties thereto. References in the Employment Agreement or in any other document to the Employment Agreement shall refer to the Employment Agreement, as amended hereby. 


 

	8.	Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which taken together shall
constitute one and the same agreement. 

  

	9.	Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Tennessee. 


If the foregoing correctly sets forth our understanding, please sign, date and return this Amendment to the undersigned. 







 
	
	Sincerely yours,
	
	/s/ Ken Lowe
	Kenneth W. Lowe


  

			
	
	 ACCEPTED AND AGREED:

	
	 /s/ John F. Lansing

	John F. Lansing
		
	 Dated:
	 	 12/21/12