Common use of Journal Severance and Retention Plan Clause in Contracts

Journal Severance and Retention Plan. (a) Prior to the Distribution Time, Newco shall take such actions as are necessary to adopt a severance and retention plan (the “Newco Journal Mirror Severance and Retention Plan”) that provides benefits substantially comparable in all material respects to the benefits provided under Journal Communications, Inc. Severance and Retention Guidelines (the “Journal Severance and Retention Plan”), as in effect on the date of this Agreement, during the period ending on December 31, 2015 (the “Newco Journal Mirror Severance and Retention Plan Period”). As of the Distribution Time, Transferring Journal Employees who participated in the Journal Severance and Retention Plan immediately prior to the Distribution Time (“Former Journal Severance and Retention Plan Participants”) shall cease to participate in the Journal Severance and Retention Plan and, as of the Newspaper Merger Effective Time, Newco shall cause such Former Journal Severance and Retention Plan Participants to commence participation in the Newco Journal Mirror Severance and Retention Plan for the Newco Journal Mirror Severance and Retention Plan Period on terms and conditions substantially comparable in all material respects to those under the Journal Severance and Retention Plan, provided that the Newco Board of Directors may not amend or terminate the Newco Journal Mirror Severance and Retention Plan in a manner that materially adversely affects the rights of a Former Journal Severance and Retention Plan Participant during the Newco Journal Mirror Severance and Retention Plan Period; provided, however, that following the conclusion of the Newco Journal Mirror Severance and Retention Plan Period, the Newco Board of Directors may, in its sole discretion, amend or terminate the Newco Journal Mirror Severance and Retention Plan in accordance with the terms thereof with respect to Former Journal Severance and Retention Plan Participants or otherwise. The Newco Board of Directors may, in its sole discretion, limit participation in the Newco Journal Mirror Severance and Retention Plan solely to Former Journal Severance and Retention Plan Participants. Journal shall have no obligations with respect to the Newco Journal Mirror Severance and Retention Plan, as it may be amended from time to time. Effective as of the Distribution Time, Journal shall retain and hereby agrees to pay, perform, fulfill and discharge all Liabilities under the Journal Severance and Retention Plan, as it may be amended from time to time, with respect to Journal Participants. (b) Effective as of the Newspaper Merger Effective Time, Journal shall assign to Scripps, and Scripps shall assume or retain, as applicable, and hereby agrees to pay, perform, fulfill and discharge all Liabilities under Journal Severance and Retention Plan with respect to Journal Participants who participated in the Journal Severance and Retention Plan immediately prior to the Distribution Time (“Former Journal Severance and Retention Plan Participants”) that first arise or accrue after the Distribution Time and during the period ending on December 31, 2015 (the “Assumed Journal Severance and Retention Plan Period”). Scripps may not amend or terminate the Journal Severance and Retention Plan in a manner that materially adversely affects the rights of a Former Journal Severance and Retention Plan Participant during the Assumed Journal Retention Plan Period; provided, however, the following the Assumed Journal Severance Retention Plan Period, Scripps may, in its sole discretion, amend or terminate the Journal Severance and Retention Plan with respect to Former Journal Retention Plan Participants or otherwise.