Form of Performance-Based Restricted Share Unit Agreement



 Exhibit 10.8 
 SCRIPPS NETWORKS INTERACTIVE, INC. 
 PERFORMANCE-BASED RESTRICTED SHARE
UNIT AGREEMENT 
 Summary of Performance-Based Restricted Share Unit Grant 

Scripps Networks Interactive, Inc. (the “Company”), grants to the Grantee named below, in accordance with the terms of the
Scripps Networks Interactive, Inc. 2008 Long-Term Incentive Plan, as amended and restated (the “Plan”) and this Performance-Based Restricted Share Unit Agreement (the “Agreement”), the contingent right to receive the Target
Number of Share Units set forth below: 
  

			
	Name of Grantee:	  	
		
	Target Number of Share Units:	  	
		
	Date of Grant:	  	February 17, 2011
		
	Performance Goal:	  	The Company’s achievement of Total Shareholder Return (“TSR”) for the Performance Period at a level such that the Company’s TSR percentile ranking among the
companies set forth on Exhibit A attached to this Agreement (the “Peer Group”) (with higher percentile ranking for more positive/ less negative TSR) is at, or above, the 30th percentile, determined in accordance with the performance schedule attached as Exhibit B to this Agreement (the
“Performance Matrix”). For purposes of this Agreement, TSR shall mean the change in fair market value over a specified period of time, expressed as a percentage, of an initial investment in specified common stock, with dividends
reinvested, provided, however, that the Committee shall have the discretion to make appropriate and equitable adjustments to the TSR of any company (including the Company) whose shares trade ex-dividend as of December 31, 2012, provided, however,
that no such adjustment shall be permitted if it would result in the loss of the otherwise available exemption of the Award under Section 162(m) of the Code. For purposes of determining TSR under this Agreement, the change in fair market value of
common stock of the Company and the members of the Peer Group shall be determined using (i) the average closing price per share, as reported in the Wall Street Journal, for the
10-trading









			
		  	day period beginning on the first trading day of the Performance Period, and (ii) the average closing price per share, as reported in the Wall Street Journal, for the
10-trading day period ending on the last trading day of the Performance Period.
		
	Performance Period:	  	January 1, 2011 to December 31, 2012

 Terms
of Agreement 
 1. Grant of Award. Subject to and upon the terms, conditions, and restrictions set forth in this
Agreement and in the Plan, the Company hereby grants to the Grantee as of the Date of Grant this Performance Award (the “Performance Award”), which represents the contingent right to receive the Target Number of Share Units (the
“Restricted Share Units”) set forth above. 
 2. Performance Goal; Determinations and Adjustments. 

(a) The Grantee’s right to receive a credit of all, a portion, or a multiple of the Target Number of Share Units shall be contingent
upon the extent to which the Company achieves the Performance Goal set forth above for the Performance Period set forth above, determined in accordance with the Performance Matrix. 

(b) If the Committee determines that a change in the business, operations, corporate structure or capital structure of the Company, the
manner in which it conducts business or other events or circumstances render the Performance Goal to be unsuitable, the Committee may modify the Performance Goal or the related levels of achievement, in whole or in part, as the Committee deems
appropriate; provided, however, that no such action may result in the loss of the otherwise available exemption of the award under Section 162(m) of the Code. 
 3. Credit of Restricted Share Units. 
 (a) After the end of the Performance
Period, the Committee shall determine in writing the extent, if any, to which the Performance Goal has been satisfied and shall determine the number, if any, of Restricted Share Units that shall be credited to a book entry account established for
the Grantee. Each Restricted Share Unit credited on behalf of the Grantee under this Section 3 shall represent the contingent right to receive one Class A Common Share of the Company (“Share”) and shall at all times be equal in
value to one Share. 
 (i) If, upon the conclusion of the Performance Period, the Company’s TSR percentile ranking is
below the 30th percentile of the companies in the Peer Group, then the Grantee shall not receive a credit of any Restricted Share Units and this Agreement shall terminate immediately without further action or notice. 

(ii) If, upon the conclusion of the Performance Period, the Company’s TSR percentile ranking is at or above the 30th percentile,
but less than the 90th percentile, of the companies in the Peer Group, then the Grantee shall be credited with a number of Restricted Share Units, effective on the last business day of the second calendar month immediately


  
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following the end of the Performance Period (the “Crediting Date”), equal to the product of (A) the Target Number of Share Units set forth above, multiplied by (B) the
applicable payout percentage set forth on the Performance Matrix. 
 (iii) If, upon the conclusion of the Performance Period,
the Company’s TSR percentile ranking is at or above the 90th percentile of the companies in the Peer Group, then the Grantee shall be credited with a number of Restricted Share Units, effective on the Crediting Date, equal to the product of
(A) the Target Number of Share Units set forth above, multiplied by (B) 200% (with the resulting product rounded to the nearest whole number). 
 (b) Except as otherwise provided in Section 7 hereof, the Target Number of Share Units shall be forfeited automatically without further action or notice (i) in the event that the Target Number
of Share Units are not earned pursuant to the Performance Matrix, (ii) in the event the Grantee ceases to be employed by the Company or a Subsidiary through the end of the Performance Period, or (iii) in accordance with Section 20 of
the Plan, in the event that the Grantee engages in Detrimental Activity. 
 4. Vesting of Restricted Share Units.

 (a) The Restricted Share Units, if any, credited to the Grantee pursuant to Section 3 hereof for the Performance Period
shall vest if the Grantee shall have remained in the continuous service of the Company or a Subsidiary through the vesting dates set forth below (each a “Vesting Date”) with respect to the percentage of Restricted Share Units set forth
next to such date (rounded down to the next whole number): 
  

					
	Vesting Date	  	Percentage of Restricted Share
Units Vesting on such 
Vesting Date	 
		
	 March 15, 2013
	  	 	50	% 
		
	 March 15, 2014
	  	 	50	% 

 (b) Notwithstanding
Section 4(a), the Restricted Share Units credited to the Grantee that have not yet vested under Section 4(a) shall immediately vest if, during the period beginning immediately after the end of the Performance Period and ending immediately
prior to the last Vesting Date (such period, the “Vesting Period”): (i) the Grantee ceases to be employed with the Company and its Subsidiaries by reason of death or Disability (defined by reference to the long-term disability plan
covering the Grantee that is maintained by the Company or a Subsidiary); (ii) the Grantee terminates employment with the Company and its Subsidiaries as a result of his Retirement (defined as “early retirement” or “normal
retirement” under the Scripps Networks Interactive Pension Plan); (iii) the Company and its Subsidiaries terminate the Grantee’s employment other than for Cause, death or Disability, (iv) solely if the Grantee is a “Group I
Participant” (as defined in the Scripps Networks Interactive, Inc. Executive Severance Plan (the “Executive Severance Plan”)) on the date of termination of employment, the Grantee terminates his or her employment with the Company and
its Subsidiaries for Good Reason; or (v) a Change in Control occurs while the Grantee is employed by the Company or any Subsidiary.  

  
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 (c) For purposes of Section 3(b) and this Section 4, the continuous employment of
the Grantee with the Company and its Subsidiaries shall not be deemed to have been interrupted, and the Grantee shall not be deemed to have ceased to be an employee of the Company and its Subsidiaries, by reason of the transfer of his employment
among the Company and its Subsidiaries. 
 5. Forfeiture of Restricted Share Units; Detrimental Activity. 

(a) The Restricted Share Units credited to the Grantee that have not yet vested pursuant to Section 4 (including without limitation
any right to dividend equivalents described in Section 9 hereof relating to dividends payable on or after the date of forfeiture) shall be forfeited automatically without further action or notice if the Grantee ceases to be employed by the
Company or a Subsidiary prior to the applicable Vesting Date other than as provided in Sections 4(b) or 7. 
 (b) The provisions
of Section 20 of the Plan regarding Detrimental Activity shall apply to the Restricted Share Units and any amount paid hereunder. This Section 5(b) shall survive and continue in full force in accordance with its terms notwithstanding any
termination of the Grantee’s employment or the payment of the Restricted Share Units as provided herein. 
 6. Payment
of Restricted Share Units. 
 (a) Except as may be otherwise provided in this Section or Section 7, the Company shall
deliver to the Grantee (or the Grantee’s estate in the event of death) the Shares underlying the vested Restricted Share Units within seventy (70) days after the date that the Restricted Share Units become vested in accordance with
Section 4. 
 (b) To the extent that the Grantee would satisfy the definition of Retirement upon termination of employment
(i.e., the Grantee is “Retirement-eligible”) on the Date of Grant or becomes Retirement-eligible during the Vesting Period, or the Grantee’s right to receive payment of the Restricted Share Units otherwise constitutes a
“deferral of compensation” within the meaning of Section 409A of the Code, then notwithstanding Section 6(a), the Shares underlying the Restricted Share Units that become vested pursuant to Sections 4(b) or 7(b) hereof shall be
subject to the following rules: 
 (i) Except as provided in Section 6(b)(ii), the Shares underlying the Restricted Share
Units that become vested pursuant to Sections 4(b) or 7(b) hereof shall be delivered to the Grantee (or the Grantee’s estate in the event of death) within seventy (70) days after the earlier of (A) the Grantee’s “separation
from service” within the meaning of Section 409A of the Code; (B) the occurrence of a “change in the ownership,” a “change in the effective control” or a “change in the ownership of a substantial portion of
the assets” of the Company within the meaning of Section 409A of the Code; or (C) the applicable Vesting Date(s). 
 (ii) If the Restricted Share Units become payable as a result of Section 6(b)(i)(A), the Shares underlying the vested Restricted Share Units shall be delivered during the eighteen (18) day
period beginning on the fifty-third (53rd) day after the Grantee’s separation from service; provided, however, that if the Grantee is a “specified employee” within the meaning of Section 409A of the Code (as determined
pursuant to the Company’s policy for 

  
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identifying specified employees) at the time of Grantee’s separation from service, then to the extent required to comply with Section 409A of the Code, the Shares shall instead be
delivered to the Grantee within seventy (70) days after the first business day that is more than six months after the date of his or her separation from service (or, if the Grantee dies during such six-month period, within ninety (90) days
after the Grantee’s death). 
 (c) The Company’s obligations with respect to the Restricted Share Units shall be
satisfied in full upon the delivery of the Shares underlying the vested Restricted Share Units. 
 7. Impact of Certain
Events During the Performance Period.  
 (a) Except as provided in Section 7(b), if the Grantee ceases to be an
employee of the Company and its Subsidiaries prior to the end of the Performance Period due to death, Disability, Retirement, termination of employment by the Company and its Subsidiaries other than for Cause, or, solely if the Grantee is a
“Group I Participant” (as defined in the Executive Severance Plan) on the date of termination of employment, termination of employment by the Grantee for Good Reason, the Grantee (or Grantee’s representative) shall be credited, in
accordance with Section 3, the full number of Restricted Share Units that the Grantee would have received had he or she remained employed with the Company and its Subsidiaries through the end of the Performance Period, based upon the
Company’s achievement of the Performance Goal for the Performance Period, without pro-ration. Notwithstanding anything contained in Section 4 or Section 6(b) to the contrary, the Restricted Share Units credited pursuant to this
Section 7(a) shall be fully vested and shall be paid, in their entirety, within seventy (70) days after the end of the Performance Period. Notwithstanding the foregoing, if the Grantee is “Retirement-eligible” on the Date of
Grant or could become Retirement-eligible during the Performance Period or the Vesting Period, or the Grantee’s right to receive payment of the Restricted Share Units otherwise constitutes a “deferral of compensation” within the
meaning of Section 409A of the Code, then the Restricted Share Units credited pursuant to this Section 7(a) will be paid within seventy (70) days after the end of the Performance Period; provided that to the extent required to comply
with Section 409A of the Code, such Restricted Share Units shall be paid no earlier than the first business day that is more than six months after the date of his or her separation from service. 

(b) In the event that a Change in Control occurs during the Performance Period, then, notwithstanding anything contained herein to the
contrary, the Grantee shall be credited with a number of Restricted Share Units equal to the Target Number of Share Units and the Crediting Date shall be deemed to be the date immediately prior to the Change in Control; provided that the Grantee was
employed by the Company or a Subsidiary immediately prior to the Change in Control. Notwithstanding anything contained in Section 4 to the contrary, the Restricted Share Units credited pursuant to this Section 7(b) shall be fully vested
and shall be paid, in their entirety, within thirty (30) days following the Change in Control; provided that if the Grantee is “Retirement-eligible” on the Date of Grant or could become Retirement-eligible during the Performance
Period or the Vesting Period, or the Grantee’s right to receive payment of the Restricted Share Units otherwise constitutes a “deferral of compensation” within the meaning of Section 409A of the Code, then the Restricted Share
Units credited pursuant to this Section 7(b) will be paid as provided in Section 6(b). 

  
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 8. Dividend, Voting and Other Rights. The Grantee shall not possess any
incidents of ownership (including, without limitation, dividend and voting rights) in the Shares underlying the Performance Award or the Restricted Share Units credited to his or her account until such Shares have been delivered to the Grantee in
accordance with Section 6 or Section 7 hereof. The obligations of the Company under this Agreement will be merely that of an unfunded and unsecured promise of the Company to deliver Shares in the future, and the rights of the Grantee will
be no greater than that of an unsecured general creditor. No assets of the Company will be held or set aside as security for the obligations of the Company under this Agreement. 

9. Payment of Dividend Equivalents. From and after the Crediting Date until the earlier of (a) the time when the
Restricted Share Units are paid in accordance with Section 6 or Section 7 hereof or (b) the time when the Grantee’s right to payment of the Restricted Share Units is forfeited in accordance with Section 5 hereof, on the date
that the Company pays a cash dividend (if any) to holders of Shares generally, the Grantee shall be entitled to a cash amount equal to the product of (i) the dollar amount of the cash dividend paid per Share on such date and (ii) the total
number of unpaid Restricted Share Units credited to the Grantee as of such date (the “Dividend Equivalent”). The Dividend Equivalent shall be paid to the Grantee at the same time that the related dividend is paid to the holders of Shares.
Dividend Equivalents will be subject to any required withholding for federal, state, local, foreign or other taxes. 

10. Transferability. The Restricted Share Units may not be transferred, assigned, pledged or hypothecated in any manner, or
be subject to execution, attachment or similar process, by operation of law or otherwise, unless otherwise provided under the Plan. Any purported transfer or encumbrance in violation of the provisions of this Section 10 shall be void, and the
other party to any such purported transaction shall not obtain any rights to or interest in the Restricted Share Units. 

11. No Employment Contract. Nothing contained in this Agreement shall confer upon the Grantee any right with respect to
continuance of employment by the Company and its Subsidiaries, nor limit or affect in any manner the right of the Company and its Subsidiaries to terminate the employment or adjust the compensation of the Grantee. 

12. Relation to Other Benefits. Any economic or other benefit to the Grantee under this Agreement or the Plan shall not be
taken into account in determining any benefits to which the Grantee may be entitled under any profit-sharing, retirement or other benefit or compensation plan maintained by the Company or a Subsidiary and shall not affect the amount of any life
insurance coverage available to any beneficiary under any life insurance plan covering employees of the Company or a Subsidiary. 
 13. Taxes and Withholding. To the extent the Company or any Subsidiary is required to withhold any federal, state, local, foreign or other taxes in connection with the delivery of Shares
under this Agreement, then the Company or Subsidiary (as applicable) shall retain a number of Shares otherwise deliverable hereunder with a value equal to the required withholding (based on the Fair Market Value of the Shares on the date of
delivery); provided that in no event shall the value of the Shares retained exceed the minimum amount of taxes required to be withheld or such other amount that will not result in a negative accounting


  
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impact. If the Company or any Subsidiary is required to withhold any federal, state, local or other taxes at any time other than upon delivery of the Shares under this Agreement (for example, if
Grantee is Retirement-eligible on the Date of Grant or could become Retirement-eligible during the Performance Period or the Vesting Period), then the Company or Subsidiary (as applicable) shall have the right in its sole discretion to
(a) require the Grantee to pay or provide for payment of the required tax withholding, or (b) deduct the required tax withholding from any amount of salary, bonus, incentive compensation or other amounts otherwise payable in cash to the
Grantee (other than deferred compensation subject to Section 409A of the Code). 
 14. Adjustments. The number and
kind of Shares deliverable pursuant to the Restricted Share Units are subject to adjustment as provided in Section 15 of the Plan. 
 15. Compliance with Law. The Company shall make reasonable efforts to comply with all applicable federal and state securities laws and listing requirements with respect to the Restricted Share
Units; provided that, notwithstanding any other provision of this Agreement, and only to the extent permitted under Section 409A of the Code, the Company shall not be obligated to deliver any Shares pursuant to this Agreement if the delivery
thereof would result in a violation of any such law or listing requirement. 
 16. Amendments. Subject to the terms of
the Plan, the Committee may modify this Agreement upon written notice to the Grantee. Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto. Notwithstanding the
foregoing, no amendment of the Plan or this Agreement shall adversely affect the rights of the Grantee under this Agreement without the Grantee’s consent unless the Committee determines, in good faith, that such amendment is required for the
Agreement to either be exempt from the application of, or comply with, the requirements of Section 409A of the Code, or as otherwise may provided in the Plan. 
 17. Severability. In the event that one or more of the provisions of this Agreement shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be
deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable. 
 18. Relation to Plan. This Agreement is subject to the terms and conditions of the Plan, including the forfeiture provisions of Section 20 of the Plan. This Agreement and the Plan contain the
entire agreement and understanding of the parties with respect to the subject matter contained in this Agreement, and supersede all prior written or oral communications, representations and negotiations in respect thereto. In the event of any
inconsistency between the provisions of this Agreement and the Plan, the Plan shall govern. Capitalized terms used herein without definition shall have the meanings assigned to them in the Plan. The Committee acting pursuant to the Plan, as
constituted from time to time, shall, except as expressly provided otherwise herein, have the right to determine any questions which arise in connection with the grant of the Restricted Share Units. 

19. Successors and Assigns. Without limiting Section 10, the provisions of this Agreement shall inure to the benefit of, and
be binding upon, the successors, administrators, 

  
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heirs, legal representatives and assigns of the Grantee, and the successors and assigns of the Company. 
 20. Governing Law. The interpretation, performance, and enforcement of this Agreement shall be governed by the laws of the State of Tennessee, without giving effect to the principles of conflict of
laws thereof. 
 21. Use of Grantee’s Information. Information about the Grantee and the Grantee’s
participation in the Plan may be collected, recorded and held, used and disclosed for any purpose related to the administration of the Plan. The Grantee understands that such processing of this information may need to be carried out by the Company
and its Subsidiaries and by third party administrators whether such persons are located within the Grantee’s country or elsewhere, including the United States of America. The Grantee consents to the processing of information relating to the
Grantee and the Grantee’s participation in the Plan in any one or more of the ways referred to above. 
 22. Electronic
Delivery. The Grantee hereby consents and agrees to electronic delivery of any documents that the Company may elect to deliver (including, but not limited to, prospectuses, prospectus supplements, grant or award notifications and agreements,
account statements, annual and quarterly reports, and all other forms of communications) in connection with this and any other award made or offered under the Plan. The Grantee understands that, unless earlier revoked by the Grantee by giving
written notice to the Secretary of the Company, this consent shall be effective for the duration of the Agreement. The Grantee also understands that he or she shall have the right at any time to request that the Company deliver written copies of any
and all materials referred to above at no charge. The Grantee hereby consents to any and all procedures the Company has established or may establish for an electronic signature system for delivery and acceptance of any such documents that the
Company may elect to deliver, and agrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature. The Grantee consents and agrees that any such procedures and delivery may be
effected by a third party engaged by the Company to provide administrative services related to the Plan. 
 IN WITNESS WHEREOF,
the Company has caused this Agreement to be executed on its behalf by its duly authorized officer and the Grantee has also executed this Agreement, as of the Date of Grant. 

 

			
	SCRIPPS NETWORKS INTERACTIVE, INC.
		
	By:	 	
 




		 	Kenneth W. Lowe
		 	Chairman, President and Chief Executive Officer


 You
must accept the award set forth in this Agreement online in accordance with the procedures established by the Company and the Plan administrator no later than             ,
2011 or this Agreement may be cancelled by the Company, in its sole discretion. 

  
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 By accepting your award in accordance with these procedures, you acknowledge that a copy of the Plan, Plan
Summary and Prospectus, and the Company’s most recent Annual Report and Proxy Statement (the “Prospectus Information”) either have been received by you or are available for viewing on the Company’s intranet site at
www.benefits.ml.com, and you consent to receiving this Prospectus Information electronically, or, in the alternative, agree to contact Maryann Powell, Senior Compensation Consultant at 513-824-3370, to request a paper copy of the Prospectus
Information at no charge. You also represent that you are familiar with the terms and provisions of the Prospectus Information and hereby accept the award on the terms, and subject to the conditions, set forth herein and in the Plan. Specifically:

  

	 	•	 	 You acknowledge that you have read the Detrimental Activity provisions of Section 20 of the Plan (the “Restrictive Covenants”).



  

	 	•	 	 You understand that as a condition to receiving the award set forth in this Agreement that you must agree to be bound by and comply with the terms and
conditions of the Restrictive Covenants. 


  

	 	•	 	 You agree to notify the Company in writing if you have, or reasonably should have, any questions regarding the applicability of the Restrictive
Covenants. 


 The terms and conditions of the Plan and this Agreement constitute a legal contract that will bind both you and
the Company as soon as you accept the award. 

  
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 EXHIBIT A 
 PEER GROUP 
  

	 	1.	Cablevision Systems Corporation 

  

	 	2.	CBS Corporation 

  

	 	3.	Crown Media Holdings, Inc. 

  

	 	4.	Discovery Communications, Inc. 

  

	 	5.	The Walt Disney Company 

  

	 	6.	eBay Inc. 

  

	 	7.	Liberty Global, Inc. 

  

	 	8.	Lions Gate Entertainment Corp. 

  

	 	9.	News Corporation 

  

	 	10.	Overstock.com, Inc. 

  

	 	11.	Sirius XM Radio Inc. 

  

	 	12.	Time Warner Inc. 

  

	 	13.	Viacom Inc. 

 Any peer company listed above that
ceases to be publicly traded at any time during the Performance Period shall be removed from the Peer Group. 

  
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 EXHIBIT B 
 PERFORMANCE MATRIX 
  

					
	 Company’s
 TSR
 Percentile

Ranking

Among Peer

Group

Companies

for

Performance
 Period
	  	Payout
Percentage	 
	 Below 30th %ile
	  	 	0	% 
	 30th %ile
	  	 	50	% 
	 40th %ile
	  	 	75	% 
	 50th %ile
	  	 	100	% 
	 60th %ile
	  	 	125	% 
	 70th %ile
	  	 	150	% 
	 80th %ile
	  	 	175	% 
	 90th %ile or higher
	  	 	200	% 

 Appropriate proration will
be made between levels listed above. 

  
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