EX-10.65






EXHIBIT 10.65




	 	 	 	 	 
	THE E.W. SCRIPPS COMPANY

	 	LISA A. KNUTSON
	 	PHONE (513) 977-3804
	P.O. BOX 5380

	 	SENIOR VICE PRESIDENT
	 	FAX (513) 977-3720
	THE SCRIPPS CENTER

	 	HUMAN RESOURCES
	 	E-MAIL lisa.knutson@scripps.com
	312 WALNUT STREET, SUITE 2800
	 	 	 	 
	CINCINNATI, OH 45202
	 	 	 	 











August 7, 2008




Mr. Richard A. Boehne

c/o The E. W. Scripps Company

312 Walnut Street

2800 Scripps Center

Cincinnati, OH 45202




Re:     Employment Agreement



Dear Rich:



The E. W. Scripps Company (the “Company”) agrees to employ you and you agree to continue such
employment upon the following terms and conditions. This Agreement shall replace and supersede the
letter agreement between you and the Company dated June 16, 2006.



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 August 7, 2008 (the “Effective
Date”) and shall continue through and until the third anniversary of the Effective Date. 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.



(a) In General. You will be the President and Chief Executive Officer of the Company,
reporting directly to the Board of Directors (“the Board”). 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 the Board. 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 materially interfere with
the performance of your duties hereunder, you may serve as a director, trustee or officer of, or
otherwise participate in, educational, welfare, social, religious, civic, professional, or trade
organizations. Your principal place of business shall be in Cincinnati, Ohio.



(b) Board Service. In addition, the Company shall cause you to be appointed as a member of
the Board on or before the Effective Date, and following such date, you shall remain on the Board
and shall perform your duties as a director of the Company conscientiously and faithfully.




 









 








Mr. Richard A. Boehne

August 7, 2008

Page 2



(c) Other Entities. You also shall serve, without additional compensation, as an officer
and director of each of the Company’s subsidiaries, joint ventures or affiliates, as determined by
the Company, provided, that such service does not materially interfere with the performance of your
duties and responsibilities as the President and Chief Executive Officer of the Company.



3. Compensation.



(a) Annual Salary. For all the services rendered by you in any capacity under this
Agreement, the Company agrees to pay you no less than Eight Hundred Thousand Dollars ($800,000) 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 other senior executive officers, 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) Annual Incentive. You shall participate in the Company’s Executive Annual Incentive
Plan, as amended, or any successor to such plan (the “Annual Incentive Plan”) with a target annual
incentive opportunity of no less than 95% of your Annual Salary as established under paragraph 3(a)
(“Annual Incentive”). The Annual Incentive 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 Annual Incentive under this paragraph 3(b) in accordance with the
terms and subject to the conditions of the Annual Incentive Plan.



4. Benefits. During your employment hereunder, you shall be eligible to participate in all
equity incentive plans of the Company applicable to other senior executive officers of the Company,
as shall be determined by the Company’s Compensation Committee. During your employment hereunder,
you shall also be entitled to participate in any employee retirement, pension and welfare benefit
plan or program available to other senior executive officers 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, accidental death and dismemberment protection, travel accident protection, 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. However, this provision shall not be construed to require the Company to establish any
welfare, compensation or 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 Paid Time Off (“PTO”) per calendar year.



 









 







Mr. Richard A. Boehne

August 7, 2008

Page 3



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 other senior executive officers 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, in equal monthly installments commencing on the first day of
the month following the date of your death. 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 under COBRA at the Company’s expense for the two-year period immediately following your
death, which period of coverage shall run concurrently with the period of continuation coverage
under Section 4980B of the Code. In addition, your beneficiary or estate shall receive (i) any
Annual Incentive earned in the prior calendar year, but that has not yet been paid, in accordance
with the terms of the Annual Incentive Plan; (ii) a lump sum payment equal to the target Annual
Incentive opportunity for the calendar year of your death, multiplied by the number of years and
fractions thereof in the period commencing on January 1 of the calendar year of your death and
ending on the first anniversary of your death (with each full and partial month counting as
one-twelfth (1/12th) of a year), payable, less applicable deductions and withholding taxes, within
60 days after your death; which such Annual Incentive shall be in lieu of any Annual Incentive that
you would have otherwise been entitled to receive under the terms of the Annual Incentive Plan for
that year; and (iii) reimbursement for all documented business expenses previously incurred for
which you have not been reimbursed.



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 hereunder shall terminate. However, for the one-year period
beginning on the date of such disability, you shall continue to receive payments equal to your
Annual Salary, in equal monthly installments commencing on the first day of the month following the
date of your disability, which payments shall serve as an offset to any benefits provided under the
applicable Company employee disability plan to the extent provided in that plan. Also, you and 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
the longer of (i) the two-year period immediately following your disability, or (ii) the period set
forth in the then-applicable Company employee disability plan. In addition, you shall receive (i)
any Annual Incentive earned in the prior calendar year, but that has not yet been paid, in
accordance with the terms of the Annual Incentive Plan; (ii) a lump sum payment equal to the target
Annual Incentive opportunity for the calendar year of your disability, multiplied by the number of
years and fractions thereof in the period commencing on January 1 of the calendar year of your
disability and ending on the first anniversary of your disability (with each full and partial month
counting as one-twelfth (1/12th) of a year), payable, less applicable deductions and withholding
taxes, within 60 days after your disability; which such Annual Incentive shall be in lieu of any
Annual Incentive that you would have otherwise been entitled to receive under the terms of the
Annual Incentive Plan for that year; and (iii) reimbursement for all documented business expenses
previously incurred for which you have not been reimbursed.



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 “3.0”. In the event that such
plan is terminated or you are excluded from the plan for any reason during the Term, the



 









 







Mr. Richard A. Boehne

August 7, 2008

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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, 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.





 









 










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August 7, 2008

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(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 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 the Secretary and any Assistant Secretary
of the Company as your attorneys-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.
	 
	 	(ii)	 	You agree to cooperate with the Company and its attorneys, both during
employment and during the five-year period following 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





 









 










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August 7, 2008

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	 	 	 	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 directly 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 reasonable 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 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





 









 










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August 7, 2008

Page 7





	 	 	 	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 Annual Incentive or provide benefits.
“Cause” shall mean exclusively: (i) embezzlement, fraud or other conduct that would constitute a
felony (other than traffic-related citations); (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 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. 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) a
material diminution in your authority, duties, or responsibilities; (ii) a requirement that you
report to a corporate officer or employee instead of reporting directly to the Board; (iii) a
material diminution in the budget over which you retain authority (except for good faith budget
adjustments necessitated by the legitimate business needs of the Company); (iv) a material change
in geographic location at which you must perform services under this Agreement from the Company’s
offices at which you were principally employed; or (v) any other action or inaction that
constitutes a material breach by the Company of the terms of the Agreement. A termination of your
employment shall not be deemed to be for Good Reason unless (1) you



 









 







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August 7, 2008

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provide notice to the Company
of the existence of the event or condition constituting the basis for your Good Reason termination
within thirty (30) days after such event or condition initially occurs or exists, (2) the Company
fails to cure such event or condition within thirty (30) days after receiving such notice, and (3)
your termination of employment occurs not later than ninety (90) days after such event or condition
initially occurs or exists.



(c) Termination Without Cause. The Company may terminate your employment under this
Agreement without Cause 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 the following, 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, calculated through the end of the Term. Such payment
shall be made within thirty (30) days after the termination of your employment;






	 	(ii)	 	A lump sum payment equal to your Annual Incentive that would have been
payable for the calendar year of your termination under the Annual Incentive Plan if
you had remained employed for the entire year, based on actual performance during the
entire year and without regard to any discretionary adjustments that have the effect
of reducing the amount of your Annual Incentive (other than discretionary adjustments
applicable to all similarly situated executives in the plan who did not terminate
employment), pro-rated for the portion of the year through the date of termination.
Such payment shall be made at the same time that payments are made to other
participants in the Annual Incentive Plan for that year and shall be in lieu of any
Annual Incentive that you would have otherwise been entitled to receive under the
terms of the Annual Incentive Plan for the year of termination;






	 	(iii)	 	A lump sum payment equal to your target Annual Incentive in effect on the
date on which your employment terminates, multiplied by the remaining number of years
and fractions thereof in the Term (with each full and partial month counting as
one-twelfth (1/12th) of a year). Such payment shall be made within thirty (30) days
after the termination of your employment;






	 	(iv)	 	Medical and dental insurance coverage provided under COBRA (or early retiree
medical if eligible for such coverage and elected) 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, which period of coverage shall run
concurrently with the period of continuation coverage under Section 4980B of the
Code); 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, if applicable, at your own
expense for the balance, if any, of the period required by law; and





 









 










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August 7, 2008

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	 	(v)	 	The Company shall take all steps reasonably necessary to continue the life
insurance coverage pursuant to the policy then covering the employees of the Company
(and if the policy cannot be continued in its then-current form, the Company shall
exercise any required conversion features to continue the policy) in the amount then
furnished to the Company employees, at no cost to you, until the end of the Term. 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, then for purposes of
determining the payments and benefits described in paragraphs 10(d)(i), (iii), (iv) and (v), the
Term shall be deemed to have eighteen (18) months remaining at the time of your termination of
employment. 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 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) – (v); provided, however, that for purposes of
determining the payments and benefits described in paragraphs 10(d)(i), (iii), (iv), and (v), the
Term shall be deemed to have eighteen (18) months remaining at the time of your termination of
employment. The Release, Waiver and Non-Compete Agreement 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 Date”), or such longer period as required by
law. Payment of the benefits described in paragraphs 10(d)(i) and (ii) shall be made within thirty
(30) days after the Release Date, but in no event later than March 15 of the calendar year
immediately following the calendar year in which your employment terminates.



 









 







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August 7, 2008

Page 10



12. Non-exclusivity of Rights. Nothing in this Agreement shall prevent or limit your
continuing or future participation in any plan, program, policy or practice provided by the Company
or its affiliates and for which you may qualify. Amounts that are vested benefits or that you are
otherwise entitled to receive under any plan, policy, practice or program of or any contract or
agreement with the Company or its affiliates at or subsequent to the date of termination shall be
payable in accordance with such plan, policy, practice or program or contract or agreement except
as explicitly modified by this Agreement.



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



14. 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 senior executive officers of the Company.



15. 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 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’s Office.
Any notice given by mail shall be deemed to have been given three days following such mailing.



16. Assignment. This is an Agreement for the performance of personal services by you and
may not be assigned by you, without the prior written consent of the Company, otherwise than by
will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be
enforceable by your legal representatives. This Agreement shall inure to the benefit of and be
binding upon the Company and its successors and assigns. Except as provided in the immediately
following sentence, this Agreement shall not be assignable by the Company without your prior
written consent. The Company will require any successor (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all of the business and/or assets of
the Company to assume expressly and agree to perform this Agreement in the same manner and to the
same extent that the Company would be required to perform if no such



 









 







Mr. Richard A. Boehne

August 7, 2008

Page 11



succession had taken place.
“Company” means the Company as defined in this Agreement and any successor to its business and/or
assets as described above that assumes and agrees to perform this Agreement by operation of law or
otherwise.



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



18. 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.



19. 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.



20. 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.



21. 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.





 









 







22. Deductions and Withholdings. 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.



23. Compliance with Section 409A of the Code.



(a) Section 409A of the Internal Revenue Code (“Section 409A”) imposes payment restrictions on
“separation pay” (i.e., payments owed to you upon termination of employment). Failure to comply
with these restrictions could result in negative tax consequences to you, including immediate
taxation, interest and a 20% penalty tax. It is the Company’s intent that this Agreement be exempt
from the application of, or otherwise comply with, the requirements of Section 409A. Specifically,
any taxable benefits or payments provided under this Agreement are intended to be separate payments
that qualify for the “short-term deferral” exception to Section 409A to the maximum extent
possible, and to the extent they do not so qualify, are intended to qualify for the involuntary
separation pay exceptions to Section 409A of the Code, to the maximum extent possible. If neither
of these exceptions applies, then notwithstanding any provision in this Agreement to the contrary:





(i) All amounts that would otherwise be paid or provided during the first six months
following the date of termination shall instead be accumulated through and paid or
provided (together with interest on any delayed payment at the applicable federal rate
under the Internal Revenue Code), on the first business day following the six-month
anniversary of your termination of employment.




(ii) Any expense eligible for reimbursement must be incurred, or any entitlement to a
benefit must be used, during the Term (or the applicable expense reimbursement or
benefit continuation period provided in this Agreement). The amount of the reimbursable
expense or benefit to which you are entitled during a calendar year will not affect the
amount to be provided in any other calendar year, and your right to receive the
reimbursement or benefit is not subject to liquidation or exchange for another benefit.
Provided the requisite documentation is submitted, the Company will reimburse the
eligible expenses on or before the last day of the calendar year following the calendar
year in which the expense was incurred.


(b) For purposes of this Agreement, “termination of employment” or words or phrases to that effect
shall mean a “separation from service” within the meaning of Section 409A.



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

	 	 	 	ACCEPTED AND AGREED:
	 	 
	 
	By: /s/Lisa A. Knutson

	 	 	 	/s/ Richard A. Boehne	 	 
	 

	 	 	 	 	 	 
	Its: Senior Vice President/Human Resources

	 	 	 	Richard A. Boehne	 	 
	 

	 	 	 	Dated: August 12, 2008	 	 






 









 








EXHIBIT A




RELEASE, WAIVER AND NON-COMPETE AGREEMENT




     This Release, Waiver and Non-Compete Agreement (the “Agreement”) is entered by and between
                     (the “Executive”) and The E.W. Scripps Company (the “Company”).



WITNESSETH:




     WHEREAS, the Company and Executive entered into that certain Employment Agreement dated
                     (the “Employment Agreement”);



     WHEREAS, paragraph 11 of the Employment Agreement specifically provides that the Executive is
required to sign this Agreement to receive the payment of certain severance benefits under the that
paragraph following termination of employment;



     WHEREAS, the Company and Executive desire to enter into this Agreement to give effect to the
foregoing, and to agree on and/or reaffirm certain rights, obligations and understandings that
shall survive the Employment Agreement; and



     NOW, THEREFORE, in consideration of the mutual promises contained herein and in the Employment
Agreement and other valuable consideration, the receipt of which is hereby acknowledged, the
parties agree as follows:



     1. Reference and Definitions. The Employment Agreement shall be incorporated herein
for reference, but only to the extent specifically called for hereunder. The capitalized terms
contained in this Agreement shall, to the extent they are the same as those used in the Employment
Agreement, shall carry the same meaning as in the Employment Agreement.



     2. Severance and Other Benefits. In consideration for Executive executing and not
revoking or materially violating this Agreement and for his/her compliance with its terms and those
certain Covenants that shall survive the Employment Agreement specified in paragraph 5 below, the
Company shall provide the payments and benefits described in paragraph 11 of the Agreement (the
“Severance Benefits”) at the times set forth in the Agreement.



     3. General Release and Waiver of Claims. In exchange for and in consideration of the
Severance Benefits, Executive, on behalf of himself/herself and his/her successors, assigns, heirs,
executors, and administrators, hereby releases and forever discharges the Company and its parents,
affiliates, associated entities, representatives, successors and assigns, and their officers,
directors, shareholders, agents and employees from all liability, claims and demands, actions and
causes of action, damages, costs, payments and expenses of every kind, nature or description
arising out of his/her employment relationship with the Company, or the ending of his/her
employment on                     , 20     . These claims, demands, actions or causes of action include, but
are not limited to, actions sounding in contract, tort, discrimination of any kind, and causes of
action or claims arising under federal, state, or local laws, including, but not limited to, claims
under Title VII of the Civil Rights Act of 1964, as amended by the Civil Rights Act of 1991, the
Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection
Act of 1990, the Americans With Disabilities Act, and any similar state or local laws. Executive
further agrees that Executive will neither seek nor accept any further benefit or consideration
from any source whatsoever in respect to any claims which Executive
has asserted or could have asserted against the Company. Executive represents to his/her knowledge



13









 







neither Executive nor any person or entity acting on Executive’s behalf or with Executive’s
authority has asserted with any federal, state, or local judicial or administrative body any claim
of any kind based on or arising out of any aspect of Executive’s employment with the Company or the
ending of that employment. If Executive, or any person or entity representing Executive, or any
federal, state, or local agency, asserts any such claim, this Release and Waiver Agreement will act
as a total and complete bar to recovery of any judgment, award, damages, or remedy of any kind.



     4. No Admission of Liability. It is understood and agreed that this Agreement is a
compromise of any alleged claims and that the making of this offer, the entering into of this
Agreement, and the benefits paid to Executive are not to be construed as an admission of liability
on the part of the Company, and that all liability is expressly denied by the Company.



     5. Non-Compete. In exchange for and in consideration of the Severance Benefits,
Executive agrees that, for the twelve (12) months following the effective date hereof, he/she 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 Executive 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.



     6. SURVIVING COVENANTS. EXECUTIVE AND THE COMPANY HEREBY ACKNOWLEDGE AND AFFIRM, TO
THE EXTENT APPLICABLE, THEIR RESPECTIVE CONTINUING OBLIGATIONS WITH RESPECT TO THOSE CERTAIN
COVENANTS CONTAINED IN THE EMPLOYMENT AGREEMENT, WHICH ARE INCORPORATED HEREIN BY REFERENCE,
SPECIFICALLY: SECTION 9(B) CONFIDENTIAL INFORMATION; SECTION 9(C) NO SOLICITATION OR INTERFERENCE;
SECTION 9(E) LITIGATION; AND SECTION 9(G) NON-DISPARAGEMENT.



     7. Return of Property. Executive agrees to return, as soon as practicable and no
later than three (3) business days after his/her execution hereof, any and all property, including
duplicates or copies thereof, belonging to the Company, including, but not limited to: keys,
security cards, documents, equipment, supplies, customer lists, customer information, and
confidential information.



     8. Business Expense Reports and Reconciliation of Company Charge Card Expenses.
Executive agrees that the Severance Benefits shall not be paid until Executive submits all required
business expense reports, if any, and pays for any and all non-business charges on the Company’s
charge card or otherwise for which he/she is personally responsible, within thirty (30) days
following termination of employment with the Company.



     9. Severability/Waivers. Executive agrees that if any provision of this Agreement
shall be held invalid or unenforceable, that such provision shall be modified to the extent
necessary to comply with the law, or if necessary stricken, but the parties agree that the
remainder of this Agreement shall nevertheless remain in full force and effect. No waiver of any
term or condition of this Agreement or any part thereof shall be deemed a waiver of any other terms
or conditions of this Agreement or of any later breach of this Agreement.



     10. Confidentiality. The terms of this Agreement shall remain confidential, and
neither Executive nor the Company will publish or publicize the terms of this Agreement in any
manner, unless specifically required to do so by valid law or regulatory requirement, which, in



14









 







such case, the disclosing party shall provide the other party reasonable advance notice. Executive
shall not discuss or reveal the terms of this Agreement to any persons other than his/her immediate
family, personal attorney, and financial advisors.



     11. 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/her heirs, personal representatives and successors and assigns. Except to the extent
specifically provided for in paragraphs 1, 2 and 5 above, upon its execution, this Agreement shall
supersede and render null and void any and all previous agreements, arrangements, or understandings
between you and the Company pertaining to Executive’s employment with the Company, including, but
not limited to the Employment Agreement.



     12. Notices. Notices and other communications hereunder shall be in writing and
shall be deemed to have been duly given when sent by certified mail, postage prepaid, addressed to
the intended recipient at the address set forth below, or at such other address as such intended
recipient hereafter may have designated most recently to the other party hereto with specific
reference to this Section.



	 	 	 
	     If to the Company:

	 	The E. W. Scripps Company
	 

	 	28 th Floor
	 

	 	312 Walnut Street
	 

	 	Cincinnati, Ohio 45202
	 

	 	Attn: Lisa A. Knutson, Senior Vice President, Human Resources
	 

	 	William Appleton, Senior Vice President & General Counsel
	     If to Executive:
	 	 






     13. Governing Law. This Agreement shall be governed by and construed exclusively in
accordance with the laws of the State of Ohio. The Parties agree that any conflict of law rule that
might require reference to the laws of some jurisdiction other than Ohio shall be disregarded. Each
Party hereby agrees for itself and its properties that the courts sitting in Hamilton County, Ohio
shall have sole and exclusive jurisdiction and venue over any matter arising out of or relating to
this Agreement, or from the relationship of the Parties, or from the Executive’s employment with
the Company, or from the termination of the Executive’s employment with the Company, whether
arising from contract, tort, statute, or otherwise, and hereby submits itself and its property to
the venue and jurisdiction of such courts.



     14. Revocation Period. Executive agrees that Executive has read this Agreement and
is hereby advised and fully understands his/her right to discuss all aspects of this Agreement with
Executive’s attorney prior to signing this Agreement. Executive has carefully read and fully
understands all of the provisions of this Agreement. Executive acknowledges that he/she has been
given at least twenty-one (21) days to discuss, review, and consider all of the terms, conditions,
and covenants of this Agreement. Executive understands that this Agreement does not become
effective or enforceable until seven (7) days after it has been executed by Executive.
During the seven-day period following its execution, Executive may revoke this Agreement in its
entirety by providing written revocation to the Company by notice to the Company pursuant to
paragraph 12, in which case this Agreement shall be on no further legal force or effect.



15









 





     IN WITNESS WHEREOF, the parties have executed this Agreement in duplicate on the date(s)
specified below.



	 	 	 	 	 	 	 	 	 	 	 
	EXECUTIVE	 	 	 	THE E. W. SCRIPPS COMPANY	 	 






	 	 	 	 	 	 	 	 	 	 	 
	Name:

	 	 	 	 	 	By:
	 	 
	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	(please print)
	 	 	 	

Its:
	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 





	 	 	 	 	 	 	 	 	 	 	 
	Signature:

	 	 
 

	 	 	 	Date:
	 	 
 

	 	 






	 	 	 	 	 	 	 	 	 	 	 
	Date:

	 	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 





	 	 	 	 	 	 	 	 	 	 	 
	Witness’s Name:

	 	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 





	 	 	 	 	 	 	 	 	 	 	 
	Witness’s Signature:

	 	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 





	 	 	 	 	 	 	 	 	 	 	 
	Date:

	 	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 






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