Exhibit 10.1 



JOURNAL COMMUNICATIONS,
INC.
2003 EMPLOYEE STOCK PURCHASE PLAN  
as amended and restated through May 3, 2007  



        The
following constitute the provisions of the Journal Communications, Inc. 2003 Employee
Stock Purchase Plan, as amended. 




        1.
Purpose. The purpose of the Plan is to provide employees of the Company
          with an opportunity to purchase Class B Common Stock of the Company through
          accumulated payroll deductions. It is the intention of the Company to have the
          Plan qualify as an “Employee Stock Purchase Plan” under Section 423
of           the Internal Revenue Code of 1986, as amended. The provisions of the Plan,
          accordingly, shall be construed so as to extend and limit participation in a
          manner consistent with the requirements of that section of the Code.  




        2.
Definitions.  




	 	(a) 	“Board” shall
mean the Board of Directors of the Company. 






	 	(b) 	“Code” shall
mean the Internal Revenue Code of 1986, as amended. 






	 	(c) 	“Class
B Common Stock” shall mean the Class B Common Stock of the           Company, par
value $.01 per share. 






	 	(d) 	“Company” shall
mean Journal Communications, Inc., formerly named The           Journal Company. 






	 	(e) 	“Compensation” shall
mean basic wages, earnings and commissions plus           any salary deferrals made by
the Employee under a plan maintained pursuant to           IRC ss.401(k), 125 or 132(f)
but excluding all of the following; overtime pay,           bonuses and all other cash
remuneration paid by the Company or any Subsidiary. 






	 	(f) 	“Employee” shall
mean any individual who is a common law employee of           the Company or any
Subsidiary. For purposes of the Plan, the employment           relationship shall be
treated as continuing intact while the individual is on           sick leave or other
leave of absence approved by the Company or any Subsidiary.           Where the period of
leave exceeds 90 days and the individual’s right to           reemployment is not
guaranteed either by statute or by contract, the employment           relationship shall
be deemed to have terminated on the 91st day of such leave. 






	 	(g) 	“Enrollment
Date” shall mean the first day of each Offering Period. 






	 	(h) 	“Exercise
Date” shall mean the last day of each Offering Period. 






	 	(i) 	“Fair
Market Value” shall mean, as of any date, the fair market value           of the
Class B Common Stock. 






	 	(j) 	“Offering
Periods” shall mean the periods of approximately six (6)           months commencing
on the first Trading Day on or after January 1 and July 1 of           each year and
terminating on the last Trading Day in the periods ending six           months later. The
duration and timing of Offering Periods may be changed           pursuant to Section 4 of
this Plan. 






	 	(k) 	“Plan” shall
mean this Employee Stock Purchase Plan. 






	 	(l) 	“Purchase
Date” means the date on which shares of Class B Common           Stock are
purchased. 















	 	(m) 	“Purchase
Price” shall mean an amount equal to 85% or more (as           determined by the
Committee) of the Fair Market Value of a share of Class B           Common Stock on the
Exercise Date. 






	 	(n) 	“Reserves” shall
mean the number of shares of Class B Common Stock           which have been authorized
for issuance under the Plan but not yet been           purchased. 






	 	(o) 	“Subsidiary” shall
mean a corporation, domestic or foreign, of which           not less than 50% of the
voting shares are held by the Company or a Subsidiary,           whether or not such
corporation now exists or is hereafter organized or acquired           by the Company or
a Subsidiary. 






	 	(p) 	“Trading
Day” shall mean a day on which national stock exchanges and           the Nasdaq
system are open for trading. 






        3.
Eligibility.  




        (a)    
Any Employee of the Company or any Subsidiary shall be eligible to participate
          in the Plan.  




        (b)    
Any provisions of the Plan to the contrary notwithstanding, no Employee shall
          be eligible under the Plan (i) to the extent that, immediately after a
purchase,           such Employee (or any other person whose stock would be attributed to
such           Employee pursuant to Section 424(d) of the Code) would own capital stock
of the           Company and/or hold outstanding options to purchase such stock
possessing five           percent (5%) or more of the total combined voting power or
value of all classes           of the capital stock of the Company or of any Subsidiary,
or (ii) to the extent           that his or her rights to purchase stock under all
employee stock purchase plans           of the Company and its subsidiaries accrues at a
rate which exceeds Twenty-Five           Thousand Dollars ($25,000) worth of stock
(determined at the fair market value           of the shares on the first day of each
Offering Period) for each calendar year           in which such purchase right is
outstanding at any time.  




        4.
Offering Periods. The Plan shall be implemented by consecutive,
          overlapping Offering Periods with a new Offering Period commencing on the first
          Trading Day on or after January 1 and July 1 each year, or on such other date
as           the Board shall determine, and continuing thereafter until terminated in
          accordance with Section 20 hereof, provided, however, that the first Offering
          Period under the Plan shall commence with the first Trading Day on or after the
          date on which the Securities and Exchange Commission declares the Company’s
          Registration Statement effective and ending on the last Trading Day of 2003.
The           Board shall have the power to change the duration of Offering Periods
(including           the commencement dates thereof) with respect to future offerings
without           shareholder approval if such change is announced at least five (5) days
prior to           the scheduled beginning of the first Offering Period to be affected
thereafter.  




        5.
Participation.  




        (a)    
An eligible Employee may become a participant in the Plan by completing a
          subscription agreement authorizing payroll deductions and filing it with the
          Company’s or a Subsidiary’s payroll office prior to the applicable
          Enrollment Date.  




        (b)    
Payroll deductions for a participant shall commence with the first payroll
          following the Enrollment Date and shall end on the last payroll in the Offering
          Period to which such authorization is applicable, unless sooner terminated by
          the participant as provided in Section 10 hereof.  




        6.
Payroll Deductions.  




        (a)    
           At the time a participant files his or her subscription agreement, he or she
          shall elect to have payroll deductions made on each pay date during the
Offering           Period. The participant shall designate a payroll deduction either (i)
in any           whole dollar amount, or (ii) in a amount not exceeding fifteen percent
(15%) of           the Compensation which he or she receives on each pay date during the
Offering           Period (or such lesser percentage as is determined by the Committee).
The           Committee may also limit the amount of Class B Common Stock a participant
may           purchase under this Plan in any calendar year.  




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        (b)    
           All payroll deductions made for a participant shall be credited to his or her
          account under the Plan and shall be withheld in whole dollars or percentages
          only. A participant may not make any additional payments into such account.  




        (c)    
           A participant may discontinue his or her participation in the Plan as provided
          in Section 10 hereof. A participant may increase or decrease the rate of his or
          her payroll deductions once during the Offering Period by completing or filing
          with the Company or a Subsidiary a new subscription agreement authorizing a
          change in payroll deduction rate. The change in rate shall be effective with
the           first full payroll period following five (5) business days after the
          Company’s or a Subsidiary’s receipt of the new subscription agreement
          unless the Company or the Subsidiary elects to process a given change in
          participation more quickly. A participant’s subscription agreement shall
          remain in effect for successive Offering Periods unless terminated as provided
          in Section 10 hereof.  




        (d)    
           Notwithstanding the foregoing, to the extent necessary to comply with Section
          423(b)(8) of the Code and Section 3(b) hereof, a participant’s payroll
          deductions or purchases may be decreased to zero dollar ($0) or zero percent
          (0%) at any time during an Offering Period and recommence when feasible.  




        (e)    
           At the time some or all of the Company’s Class B Common Stock issued
under           the Plan is disposed of, the participant must make adequate provision for
the           Company’s federal, state, or other tax withholding obligations, if
any,           which arise upon the exercise of the option or the disposition of the
Class B           Common Stock. At any time, the Company or Subsidiary may, but shall not
be           obligated to, withhold from the participant’s Compensation the amount
          necessary for the Company or Subsidiary to meet applicable withholding
          obligations, including any withholding required to make available to the
Company           or any Subsidiary any tax deductions or benefits attributable to sale
or early           disposition of Class B Common Stock by the Employee. The participant
shall           notify the Company of any disposition of Class B Stock less than two
years after           the purchase right with respect to such Class B Common Stock was
granted or less           than one year after the transfer of such Class B Common Stock
to such           participant.  




        7.
Grant of Purchase Right. On the Enrollment Date of each Offering Period,
          each eligible Employee participating in such Offering Period shall be granted
          the right to purchase on the Exercise Date of such Offering Period (at the
          applicable Purchase Price) up to a number of shares of the Company’s Class
          B Common Stock determined by dividing such Employee’s payroll deductions
          accumulated prior to such Exercise Date and retained in the participant’s
          account as of the Exercise Date by the applicable Purchase Price; provided that
          in no event shall an Employee be permitted to purchase shares in an amount
which           exceeds the limitations set forth in Sections 3(b) and 13 hereof.
Exercise of           the purchase right shall occur as provided in Section 8 hereof
unless the           participant has withdrawn pursuant to Section 10 hereof. The
purchase right           shall expire on the last day of the Offering Period.  




        8.
Exercise of Purchase Right. Unless a participant withdraws from the Plan
          as provided in Section 10 hereof, his or her purchase right for the purchase of
          shares shall be exercised automatically on each Exercise Date, and the maximum
          number of full shares subject to option shall be purchased for such participant
          at the applicable Purchase Price with the accumulated payroll deductions in his
          or her account. No fractional shares shall be purchased; any payroll deductions
          accumulated in a participant’s account which are not sufficient to
purchase           a full share shall be retained in the participant’s account for
the           subsequent Offering Period, subject to earlier withdrawal by the
participant as           provided in Section 10 hereof. Any other monies left over in a
          participant’s account after the Exercise Date shall be returned to the
          participant. During the participant’s lifetime, a participant’s right
          to purchase shares hereunder is exercisable only by him or her.  





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        9.
Delivery. As promptly as practicable after the end of each Offering
          Period, the Company shall arrange for the delivery to each participant of a
          certificate representing the shares purchased during such Offering Period or
          shall record the shares purchased on a noncertificated basis on a book entry
          account maintained by the Company’s transfer agent.  




        10.
Withdrawal. A participant may withdraw all but not less than all the
          payroll deductions credited to his or her account and not yet used to exercise
          his or her purchase right under the Plan at any time by giving written notice
to           the Company or a Subsidiary. All of the participant’s payroll
deductions           credited to his or her account shall be paid to such participant as
soon as           administratively feasible after receipt of notice of withdrawal and
such           participant’s purchase right for the Offering Period shall be
automatically           terminated and no further payroll deductions for the purchase of
shares shall be           made for such Offering Period. If a participant withdraws from
an Offering           Period, such participant may not participate in the Plan during the
next           succeeding Offering Period. Payroll deductions for any subsequent offering
          periods shall not resume unless the participant delivers to the Company or a
          Subsidiary a new subscription agreement.  




        11.
Termination of Employment. Upon a participant’s ceasing to be an
          Employee, for any reason, such participant’s subscription agreement shall
          continue through the last date on which the Employee is paid and shall then
          terminate and any payroll deductions not used to purchase Class B Common Stock
          shall be distributed to the Employee in cash.  




        12.
Interest. No interest shall accrue on the payroll deductions of a
          participant in the Plan.  




        13.
Stock.  




        (a)    
           The maximum number of shares of Class B Common Stock which shall be made
          available for sale under the Plan shall be three million (3,000,000) shares,
          subject to adjustment upon changes in capitalization of the Company as provided
          in Section 19 hereof. If, on a given Purchase Date, the number of shares to be
          purchased exceeds the number of shares then available under the Plan, the
          Company shall make a pro rata allocation of the shares remaining available for
          purchase in as uniform a manner as shall be practicable and as it shall
          determine to be equitable.  




        (b)    
           The participant shall have no interest or voting right in shares until such
          shares are purchased.  




        (c)    
           Share certificates to be delivered to a participant under the Plan shall be
          registered in the name of the participant or in the name of the participant and
          his or her spouse.  




        14.
Administration. The Plan shall be administered by the Board or a
          committee of members of the Board appointed by the Board. The Board or its
          committee shall have full and exclusive discretionary authority to construe,
          interpret and apply the terms of the Plan, to determine eligibility and to
          adjudicate all disputed claims filed under the Plan. Every finding, decision
and           determination made by the Board or its committee shall, to the full extent
          permitted by law, be final and binding upon all parties.  




        15.
Designation of Beneficiary 




        (a)    
           A participant may file a written designation of a beneficiary who is to
receive           any shares and cash, if any, from the participant’s account under
the Plan           in the event of such participant’s death subsequent to a Purchase
Date but           prior to delivery to such participant of such shares and cash.  




        (b)    
           Such designation of beneficiary may be changed by the participant at any time
          by written notice. In the event of the death of a participant and in the
absence           of a beneficiary validly designated under the Plan who is living at the
time of           such participant’s death, the Company shall deliver such shares
and/or cash           to the executor or administrator of the estate of the participant,
or if no such           executor or administrator has been appointed (to the knowledge of
the Company),           the Company, in its discretion, may deliver such shares and/or
cash to the           spouse or to any one or more dependents or relatives of the
participant, or if           no spouse, dependent or relative is known to the Company,
then to such other           person as the Company may designate.  




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        16.
Transferability. Neither payroll deductions nor any rights to receive
          shares under the Plan may be assigned, transferred, pledged or otherwise
          disposed of in any way (other than by will, the laws of descent and
distribution           or as provided in Section 11 hereof by the participant). Any such
attempt at           assignment, transfer, pledge or other disposition shall be without
effect.  




        17.
Reports. Individual accounts shall be maintained for each participant in
          the Plan. Statements of account shall be given to participating Employees at
          least annually, which statements shall set forth the amounts of payroll
          deductions, the Purchase Price, the number of shares purchased and the
remaining           cash balance, if any.  




        18.
Holding Period. The Board may require a participant to hold all or part
          of the Class B Common Stock acquired through this Plan for a specific period of
          time and obligate the participant to sell such Class B Common Stock back to the
          Company at its original Purchase Price if such holding requirement is not
          satisfied.  




        19.
Adjustments Upon Changes in Capitalization, Dissolution Liquidation, Merger
          or Asset Sale.  




        (a)    
Changes in Capitalization. Subject to any required action by the
          shareholders of the Company, the Reserves, the maximum number of shares each
          participant may purchase, as well as the price per share shall be
          proportionately adjusted for any increase or decrease in the number of issued
          shares of Class B Common Stock of the Company (including both Class A or Class
B           Common Stock) resulting from a stock split, reverse stock split, stock
dividend,           combination or reclassification of such, or any other increase or
decrease in           the number of shares of stock effected without receipt of
consideration by the           Company; provided, however, that conversion of any
convertible securities of the           Company shall not be deemed to have been “effected
without receipt of           consideration”. Such adjustment shall be made by the
Board, whose           determination in that respect shall be final, binding and
conclusive. Except as           expressly provided herein, no issuance by the Company of
shares of stock of any           class, or securities convertible into shares of stock of
any class, shall           affect, and no adjustment by reason thereof shall be made with
respect to, the           number or price of shares of Class B Common Stock subject to an
option.  




        (b)    
Merger or Asset Sale. In the event of a proposed sale of all or
          substantially all of the assets of the Company, or the merger of the Company
          with or into another corporation, the successor corporation or a parent or
          subsidiary of the successor corporation may assume the Plan. In the event that
          the successor corporation refuses to assume the Plan, the Plan shall terminate.  




        20.
Amendment or Termination.  




        (a)    
           The Board of Directors of the Company may at any time and for any reason
          terminate or amend the Plan. To the extent necessary to comply with Section 423
          of the Code (or any successor rule or provision or any other applicable law,
          regulation or stock exchange rule), the Company shall obtain shareholder
          approval in such a manner and to such a degree as required.  




        (b)    
           Without shareholder consent and without regard to whether any participant
          rights may be considered to have been “adversely affected,” the Board
          (or its committee) shall be entitled to permit payroll withholding in excess of
          the amount designated by a participant in order to adjust for delays or
mistakes           in the Company’s or a Subsidiary’s processing of properly
completed           withholding elections, establish reasonable waiting and adjustment
periods           and/or accounting and crediting procedures to ensure that amounts
applied toward           the purchase of Class B Common Stock for each participant
properly correspond           with amounts withheld from the participant’s
Compensation, and establish           such other limitations or procedures as the Board
(or its committee) determines           in its sole discretion advisable which are
consistent with the Plan.  





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        21.
Notices. All notices or other communications by a participant to the
          Company under or in connection with the Plan shall be deemed to have been duly
          given when received in the form specified by the Company at the location, or by
          the person, designated by the Company for the receipt thereof.  




        22.
Conditions Upon Issuance of Shares. Shares shall not be issued unless
          the issuance and delivery of such shares shall comply with all applicable
          provisions of law, domestic or foreign, including, without limitation, the
          Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
          amended the rules and regulations promulgated thereunder, and the requirements
          of any stock exchange or system upon which the shares may then be listed, and
          shall be further subject to the approval of counsel for the Company with
respect           to such compliance.  




        The
Company may require the person exercising such purchase right to represent and warrant at
the time of any such exercise that the shares are being purchased only for investment and
without any present intention to sell or distribute such shares if, in the opinion of
counsel for the Company, such a representation is required by any of the aforementioned
applicable provisions of law.  




        23.
Term of Plan. The Plan shall become effective upon the earlier to occur
          of its adoption by the Board of Directors or its approval by the shareholders
of           the Company. It shall continue in effect for a term of ten (10) years unless
          sooner terminated under Section 20 hereof.  












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