Common use of Remedies and Injunctive Relief Clause in Contracts

Remedies and Injunctive Relief. Executive acknowledges that his breach of any of the provisions of Sections 11, 12, 13 or 14 would cause irreparable damage to the Company Group in an amount that would be material but not readily ascertainable, and that any remedy at law (including the payment of damages) would be inadequate. Accordingly, Executive agrees that, notwithstanding any provision of this Agreement to the contrary, in addition to any other damages it is able to show, in the event of a willful and continued violation by Executive of any of the covenants contained in Sections 11, 12, 13 or 14, the Company Group shall be entitled (without the necessity of showing economic loss or other actual damage) to (a) cease payment of the compensation and benefits contemplated by Sections 9 or 15 to the extent not previously paid or provided (including ceasing vesting of outstanding equity awards), (b) the prompt return by Executive of any portion of such compensation and the value of such benefits previously paid or provided (including forfeiture of any equity awards that vested pursuant to Section 9 or the repayment of the value of any equity incentive awards that vested pursuant to Section 9 that have been settled) and (c) injunctive relief (including temporary restraining orders, preliminary injunctions and permanent injunctions), without posting a bond, in any court of competent jurisdiction for any actual or threatened breach of any of the covenants set forth in Sections 11, 12, 13 or 14 in addition to any other legal or equitable remedies it may have. The preceding sentence shall not be construed as a waiver of the rights that may have for damages under this Agreement or otherwise, and all such rights shall be unrestricted. The Restriction Period shall be tolled during (and shall be deemed automatically extended by) any period during which Executive is in violation of the provisions of Section 12 or 13, as applicable. In the event that a court of competent jurisdiction determines that any provision of Sections 11, 12, 13 or 14 is invalid or more restrictive than permitted under the governing law of such jurisdiction, then, only as to enforcement of such provision within the jurisdiction of such court, such provision shall be interpreted and enforced as if it provided for the maximum restriction permitted under such governing law.

Remedies and Injunctive Relief. Executive acknowledges You acknowledge that his breach a violation by you of any of the provisions of Sections 11, 12, 13 or 14 covenants contained in this Section 2.15 would cause irreparable damage to the Company Group and its Affiliates in an amount that would be material but not readily ascertainable, and that any remedy at law (including the payment of damages) would be inadequate. Accordingly, Executive agrees you agree that, notwithstanding any provision of this Agreement to the contrary, in addition to any other damages it is able to show, in the event of a willful and continued violation by Executive of any of the covenants contained in Sections 11, 12, 13 or 14, the Company Group and its Affiliates shall be entitled (without the necessity of showing economic loss or other actual damage) to (a) cease payment of the compensation and benefits contemplated by Sections 9 or 15 to the extent not previously paid or provided (including ceasing vesting of outstanding equity awards), (b) the prompt return by Executive of any portion of such compensation and the value of such benefits previously paid or provided (including forfeiture of any equity awards that vested pursuant to Section 9 or the repayment of the value of any equity incentive awards that vested pursuant to Section 9 that have been settled) and (c) injunctive relief (including temporary restraining orders, preliminary injunctions and permanent injunctions), without posting a bond, in any court of competent jurisdiction for any actual or threatened breach of any of the covenants set forth in Sections 11, 12, 13 or 14 this Section 2.15 in addition to any other legal or equitable remedies it may have. In addition, in the event of your Willful Restrictive Covenant Breach (as defined in this Section 2.15), (i) all of your rights under this Agreement, whether or not vested, shall terminate immediately, and (ii) any Shares, cash or other property paid or delivered to you pursuant to this Agreement shall be forfeited and you shall be required to repay such Shares, cash or other property to the Company, no later than thirty (30) calendar days after the Company makes demand to you for repayment. For purposes of this Agreement, “Willful Restrictive Covenant Breach” means your material breach of any of the covenants set forth in this Section 2.15 which you knew, or with due inquiry, should have known, would constitute such a material breach. The preceding sentence sentences of this Section 2.15 shall not be construed as a waiver of the rights that the Company and its Affiliates may have for damages under this Agreement or otherwise, and all such rights shall be unrestricted. The Restriction Restricted Period shall be tolled during (and shall be deemed automatically extended by) any period during which Executive is you are in violation of the provisions of Section 12 2.15(a), (b) or 13(c), as applicable. In the event that a court of competent jurisdiction determines that any provision of Sections 11, 12, 13 or 14 this Section 2.15 is invalid or more restrictive than permitted under the governing law of such jurisdiction, then, only as to enforcement of such provision this Section 2.15 within the jurisdiction of such court, such provision shall be interpreted and enforced as if it provided for the maximum restriction permitted under such governing law.

Remedies and Injunctive Relief. Executive (a) Parent acknowledges that his breach of any of the provisions of Sections 115.13, 125.14, 13 or 14 would cause irreparable damage to 5.15 and 5.16 of this Agreement are reasonable and necessary for the protection of PESI, the Company Group in an amount and the Company Subsidiaries and that they will be irrevocably damaged if such covenants are not specifically enforced. The parties hereto do hereby declare and agree that it would be material but not readily ascertainabledifficult to measure, and in money, the damages which will accrue to PESI, the Company, the Company Subsidiaries or any of them, by reason of the failure of Parent or any of the Parent Restricted Parties to perform the obligations under this Agreement. Therefore, if PESI or the Company shall institute any action or proceeding to enforce the provisions of Sections 5.13, 5.14, 5.15 or 5.16, Parent hereby waives the claim or defense therein that any PESI and/or the Company has an adequate remedy at law (including and such other party shall not urge in any such action or proceeding the payment of damages) would be inadequateclaim or defense that such remedy at law exists. Accordingly, Executive Parent agrees that, notwithstanding any provision of this Agreement to the contrary, in addition to any other damages it is able rights or relief to show, which PESI or the Company may be entitled in the event form of actual damages, each party may be entitled to seek and obtain injunctive relief from a willful court of competent jurisdiction (without posting a bond therefor) for the purposes of restraining Parent or any Parent Restricted Party, as applicable, from any actual or threatened breach of the provisions and continued violation by Executive covenants contained in Sections 5.13, 5.14, 5.15 or 5.16 hereof. Such right to injunctive relief shall be cumulative and in addition to any other remedies that PESI and/or the Company may have at law and equity. If it becomes necessary for PESI and/or the Company to bring legal action against Parent or any other Parent Restricted Party as a result of Parent’s breach of any of the covenants contained in Sections 115.13, 125.14, 13 5.15 or 145.16 hereof, the Company Group non-prevailing party agrees to pay all of the costs and expenses of the prevailing party in connection therewith (including, but not limited to, reasonable attorneys’ fees). Nothing shall be entitled (construed as prohibiting PESI and/or the Company from pursuing any other remedies available to it against Parent or any Parent Restricted Party for a breach of such provisions, including, without limitation, the necessity recovery of showing economic loss or other actual damage) to (a) cease payment of the compensation and benefits contemplated by Sections 9 or 15 to the extent not previously paid or provided (including ceasing vesting of outstanding equity awards), damages. (b) PESI acknowledges that the prompt return provisions of Section 5.16 of this Agreement are reasonable and necessary for the protection of Parent and that it will be irrevocably damaged if such covenant is not specifically enforced. The parties hereto do hereby declare and agree that it would be difficult to measure, in money, the damages which will accrue to Parent, by Executive of any portion of such compensation and the value of such benefits previously paid or provided (including forfeiture of any equity awards that vested pursuant to Section 9 or the repayment reason of the value failure of PESI or any equity incentive awards of the PESI Restricted Parties to perform the obligations under this Agreement. Therefore, if Parent shall institute any action or proceeding to enforce the provisions of Section 5.16, PESI hereby waive the claim or defense therein that vested pursuant Parent has an adequate remedy at law and such other party shall not urge in any such action or proceeding the claim or defense that such remedy at law exists. Accordingly, PESI agrees that, in addition to Section 9 that have been settled) any other rights or relief to which Parent may be entitled in the form of actual damages, Parent may be entitled to seek and (c) obtain injunctive relief (including temporary restraining orders, preliminary injunctions and permanent injunctions), without posting from a bond, in any court of competent jurisdiction (without posting a bond therefor) for the purposes of restraining PESI or any PESI Restricted Party, as applicable, from any actual or threatened breach of any of the provisions and covenants set forth contained in Sections 11, 12, 13 or 14 Section 5.16 hereof. Such right to injunctive relief shall be cumulative and in addition to any other remedies that Parent may have at law and equity. If it becomes necessary for Parent to bring legal action against PESI or equitable remedies it may haveany other PESI Restricted Party as a result of PESI’s breach of any of the covenants contained in Section 5.16 hereof, the non-prevailing party agrees to pay all of the costs and expenses of the prevailing party in connection therewith (including, but not limited to, reasonable attorneys’ fees). The preceding sentence Nothing shall not be construed as prohibiting Parent from pursuing any other remedies available to it against PESI, the Company and the Company Subsidiaries or any PESI Restricted Party for a waiver of the rights that may have for damages under this Agreement or otherwise, and all such rights shall be unrestricted. The Restriction Period shall be tolled during (and shall be deemed automatically extended by) any period during which Executive is in violation of the provisions of Section 12 or 13, as applicable. In the event that a court of competent jurisdiction determines that any provision of Sections 11, 12, 13 or 14 is invalid or more restrictive than permitted under the governing law breach of such jurisdictionprovision, thenincluding, only as to enforcement without limitation, the recovery of such provision within the jurisdiction of such court, such provision shall be interpreted and enforced as if it provided for the maximum restriction permitted under such governing lawdamages.

Remedies and Injunctive Relief. Executive acknowledges that his breach a violation by Executive of any of the provisions of Sections 11, 12, 13 or 14 covenants contained in this Section 7 would cause irreparable damage to the Company Group Company, the Bank and their respective Affiliates in an amount that would be material but not readily ascertainable, and that any remedy at law (including the payment of damages) would be inadequate. Accordingly, Executive agrees that, notwithstanding any provision of this Agreement to the contrary, in addition to any other damages it is able to show, in the event of a willful and continued violation by Executive of any of the covenants contained in Sections 11, 12, 13 or 14this Section 7, the Company Group Company, the Bank and their respective Affiliates shall be entitled (without the necessity of showing economic loss or other actual damage) to (ai) cease payment of the compensation and benefits contemplated by Sections 9 or 15 Section 5 to the extent not previously paid or provided (including ceasing vesting of outstanding equity awards)provided, (bii) the prompt return by Executive of any portion of such compensation and the value of such benefits previously paid or provided (including forfeiture of any equity awards that vested pursuant provided, other than with respect to Section 9 or the repayment an immaterial breach of the value of any equity incentive awards covenants that vested pursuant does not result in harm to Section 9 that have been settled) the Company, the Bank or their respective Affiliates, and (ciii) injunctive relief (including temporary restraining orders, preliminary injunctions and permanent injunctions), without posting a bond, in any court of competent jurisdiction for any actual or threatened breach of any of the covenants set forth in Sections 11, 12, 13 or 14 this Section 7 in addition to any other legal or equitable remedies it may have. The preceding sentence shall not be construed as a waiver of the rights that the Company, the Bank and their respective Affiliates may have for damages under this Agreement or otherwise, and all such rights shall be unrestricted. The Restriction Period shall be tolled during (and shall be deemed automatically extended by) any period during which Executive is in violation of the provisions of Section 12 or 13, as applicable. In the event that a court of competent jurisdiction determines that any provision of Sections 11, 12, 13 or 14 this Section 7 is invalid or more restrictive than permitted under the governing law of such jurisdiction, then, only as to enforcement of such provision this Section 7 within the jurisdiction of such court, such provision shall be interpreted and enforced as if it provided for the maximum restriction permitted under such governing law. Notwithstanding the foregoing, the Company and the Bank hereby inform Executive that, notwithstanding any provision of this Agreement to the contrary, an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (A) is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law, or (B) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer’s trade secrets to the attorney and use the trade secret information in the court proceeding if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. In addition, notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall impair Executive’s rights under the whistleblower provisions of any applicable federal law or regulation or, for the avoidance of doubt, limit Executive’s right to receive an award for information provided to any government authority under such law or regulation.

Remedies and Injunctive Relief. Executive acknowledges that his breach a violation by Executive of any of the provisions of Sections 11, 12, 13 or 14 covenants contained in this Section 7 would cause irreparable damage to the Company Group and its Affiliates in an amount that would be material but not readily ascertainable, and that any remedy at law (including the payment of damages) would be inadequate. Accordingly, Executive agrees that, notwithstanding any provision of this Agreement to the contrary, in addition to any other damages it is able to show, in the event of a willful and continued violation by Executive of any of the covenants contained in Sections 11, 12, 13 or 14, the Company Group and its Affiliates shall be entitled (without the necessity of showing economic loss or other actual damage) to injunctive relief (a) including temporary restraining orders, preliminary injunctions and permanent injunctions), in any court of competent jurisdiction for any actual or threatened breach of any of the covenants set forth in this Section 7 in addition to any other legal or equitable remedies it may have. In addition, in the event of Executive’s Willful Restrictive Covenant Breach (as defined in this Section 7(h)), the Company and its Affiliates shall be entitled to cease payment of the compensation and benefits contemplated by Sections 9 or 15 Section 5 to the extent not previously paid or provided (including ceasing vesting of outstanding equity incentive awards, but excluding the Accrued Obligations and Other Benefits), (b) and to the prompt return by Executive of any portion of such compensation and the value of such benefits previously paid or provided (including forfeiture of any equity incentive awards that vested pursuant to Section 9 5 or the repayment of the value of any equity incentive awards that vested pursuant to Section 9 5 that have been exercised or settled) and (c) injunctive relief (including temporary restraining orders, preliminary injunctions and permanent injunctionsas applicable). For purposes of this Agreement, without posting a bond, in any court of competent jurisdiction for any actual or threatened “Willful Restrictive Covenant Breach” means Executive’s material breach of any of the covenants set forth in Sections 11this Section 7 which Executive knew, 12or with due inquiry, 13 or 14 in addition to any other legal or equitable remedies it may haveshould have known, would constitute such a material breach. The preceding sentence sentences of this Section 7(h) shall not be construed as a waiver of the rights that the Company and its Affiliates may have for damages under this Agreement or otherwise, and all such rights shall be unrestricted. The Restriction Period shall be tolled during (and shall be deemed automatically extended by) any period during which Executive is in violation of the provisions of Section 12 7(c), (d) or 13(e), as applicable. In the event that a court of competent jurisdiction determines that any provision of Sections 11, 12, 13 or 14 this Section 7 is invalid or more restrictive than permitted under the governing law of such jurisdiction, then, only as to enforcement of such provision this Section 7 within the jurisdiction of such court, such provision shall be interpreted and enforced as if it provided for the maximum restriction permitted under such governing law.

Remedies and Injunctive Relief. Executive acknowledges You acknowledge that his breach a violation by you of any of the provisions of Sections 11, 12, 13 or 14 covenants contained in this Exhibit A would cause irreparable damage to the Company Group in an amount that would be material but not readily ascertainable, and that any remedy at law (including the payment of damages) would be inadequate. Accordingly, Executive agrees you agree that, notwithstanding any provision of this Agreement Exhibit A to the contrary, in addition to any other damages it is able to show, in the event of a willful and continued violation by Executive of any of the covenants contained in Sections 11, 12, 13 or 14, the Company Group shall be entitled (without the necessity of showing economic loss or other actual damagedamage and without the requirement to post bond) to (a) cease payment of the compensation and benefits contemplated by Sections 9 or 15 to the extent not previously paid or provided (including ceasing vesting of outstanding equity awards), (b) the prompt return by Executive of any portion of such compensation and the value of such benefits previously paid or provided (including forfeiture of any equity awards that vested pursuant to Section 9 or the repayment of the value of any equity incentive awards that vested pursuant to Section 9 that have been settled) and (c) injunctive relief (including temporary restraining orders, preliminary injunctions and and/or permanent injunctions), without posting a bond, ) in any court of competent jurisdiction for any actual or threatened breach of any of the covenants set forth in Sections 11, 12, 13 or 14 this Exhibit A in addition to any other legal or equitable remedies it may have. The preceding sentence shall not be construed as a waiver of the rights that the Company may have for damages under this Agreement Exhibit A or otherwise, and all such of the Company's rights shall be unrestricted, and notwithstanding the fact that any such provision may be determined not to be subject to specific performance, the Company will nevertheless be entitled to seek to recover monetary damages as a result of your breach of such provision. 1. The Restriction Period ▇▇▇▇ ▇▇▇▇▇▇ ("m"), on your own behalf and on behalf of your descendants, dependents, heirs, executors and administrators and permitted assigns, past and present ("your Related Parties"), in consideration for the amounts payable and benefits to be provided to you under that letter agreement relating to your employment with the Company, dated as of July 2014, between Tribune Company (the "Company") and you (the "Letter Agreement"), hereby covenant not to ▇▇▇ or pursue any litigation against, and waive, release, and discharge the Company, its subsidiaries and affiliates, their predecessors, and successors, and all of their respective current or former directors, officers, employees, shareholders, partners, members, agents or representatives, managers, employees, trustees (in their official and individual capacities), employee benefit plans and their administrators and fiduciaries (in their official and individual capacities) of any of the foregoing (collectively, the "Releasees"), from any and all claims, demands, rights, judgments, defenses, complaints, actions, charges or causes of action whatsoever, of any and every kind and description, whether known or unknown, accrued or not accrued, that you ever had, now have or shall be tolled during or may have or assert as of the date of this General Release and Covenant Not to ▇▇▇ against the Releasees relating to your employment with the Company or the termination thereof or your service as an officer or director of the Company or its subsidiaries or affiliates or the termination of such service, including, without limiting the generality of the foregoing, any claims, demands, rights, judgments, defenses, actions, charges or causes of action related to employment or termination of employment or that arise out of or relate in any way to the Age Discrimination in Employment Act of 1967 ("ADEA," a law that prohibits discrimination on the basis of age), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act of 1974, the Family and Medical Leave Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, all as amended, and other federal, state and local laws relating to discrimination on the basis of age, sex or any other protected class, all claims under federal, state or local laws for express or implied breach of contract, wrongful discharge, defamation, intentional infliction of emotional distress, and any related claims for attorneys' fees and costs (collectively, "Claims") (the "Release"); provided, however, that nothing herein shall release the Company from (a) any of its obligations to you under the Letter Agreement and the Accrued Entitlements, and to pay the amounts and provide the benefits conditioned upon the effectiveness of this General Release and Covenant Not to ▇▇▇, (b) any rights you may have in respect of accrued vested benefits under the employee benefit plans of the Company and its subsidiaries, (c) any rights you may have to indemnification under the Letter Agreement, the Company's by-laws, other applicable law, or any insurance coverage or other benefits under any directors and officers insurance or similar policies, and (d) any rights you and your Related Parties may have to obtain contribution as permitted by applicable law in the event of an entry of judgment against you and the Company as a result of any act or failure to act for which you and the Company are held jointly liable. If any Releasee pursues a claim against you, nothing in this Release shall be deemed automatically extended byto prevent you from asserting any defense, claims for setoff or counterclaims as against such suing party. 2. You further agree that this General Release and Covenant Not to ▇▇▇ ▇▇▇ be pleaded as a full defense to any action, suit or other proceeding for Claims that is or may be initiated, prosecuted or maintained by you or your heirs or assigns. You understand and confirm that you are executing this General Release and Covenant Not to ▇▇▇ voluntarily and knowingly, but that this General Release and Covenant Not to ▇▇▇ does not affect your right to claim otherwise under ADEA. In addition, you shall not be precluded by this General Release and Covenant Not to ▇▇▇ from filing a charge with any relevant federal, state or local administrative agency, but you agree to waive your rights with respect to any monetary or other financial relief arising from any such administrative proceeding. 3. In furtherance of the agreements set forth above, you hereby expressly waive and relinquish any and all rights under any applicable statute, doctrine or principle of law restricting the right of any person to release claims that such person does not know or suspect to exist at the time of executing a release, which claims, if known, may have materially affected such person's decision to give such a release. In connection with such waiver and relinquishment, you acknowledge that you are aware that you may hereafter discover claims presently unknown or unsuspected, or facts in addition to or different from those that you now know or believe to be true, with respect to the matters released herein. Nevertheless, it is your intention to fully, finally and forever release all such matters, and all claims relating thereto, that now exist, may exist or theretofore have existed, as specifically provided herein. The parties hereto acknowledge and agree that this waiver shall be an essential and material term of the Release contained above. Nothing in this paragraph is intended to expand the scope of the Release as specified herein. 4. The Company's offer to you of this General Release and Covenant Not to ▇▇▇ and the payments and benefits set forth in the Letter Agreement are not intended as, and shall not be construed as, any admission of liability, wrongdoing or improper conduct by the Company. You acknowledge that you have not filed or caused to be filed any complaint, charge, claim or proceeding, against any of the Releasees before any local, state, federal or foreign agency, court or other body (each individually, a "Proceeding"). You represent that you are not aware of any basis on which such a Proceeding could reasonably be instituted. You (a) acknowledge that you will not initiate or cause to be initiated on your behalf any Proceeding and will not participate in any Proceeding, in each case, except as required by law, and (b) waive any right you may have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any Proceeding, including any Proceeding conducted by the Equal Employment Opportunity Commission. 5. You acknowledge that you have been offered a period of time of at least twenty- one/forty-five (21/45)1 days to consider whether to sign this General Release and Covenant Not to ▇▇▇, and the Company agrees that you may cancel this General Release and Covenant Not to ▇▇▇ at any time during the seven (7) days following the date on which Executive this General Release and Covenant Not to ▇▇▇ has been signed (the "Revocation Period"). You acknowledge and agree that you have entered into this General Release and Covenant Not to ▇▇▇ knowingly and willingly and have had ample opportunity to consider the terms and provisions of this General Release and Covenant Not to ▇▇▇. You further acknowledge that you have read this General Release and Covenant not to ▇▇▇ carefully, have been advised by the Company to, and have in fact, consulted an attorney, and fully understand that by signing this General Release and Covenant Not to ▇▇▇ you are giving up certain rights which you may have to ▇▇▇ or assert a claim against any of the Releasees. In order to cancel or revoke this General Release and Covenant Not to ▇▇▇, you must deliver to the Board of Directors of the Company written notice stating that you are canceling or revoking this General Release and Covenant Not to ▇▇▇ during the Revocation Period. If this General Release and Covenant Not to ▇▇▇ is in violation timely canceled or revoked, none of the provisions of this General Release and Covenant Not to ▇▇▇ shall be effective or enforceable, and the Company shall not be obligated to make the payments to you or to provide you with the benefits identified in the Sections of the Letter Agreement referred to in Section 12 9(e) of the Letter Agreement, unless and until the requirements with respect thereto are met. You acknowledge that, even if this General Release and Covenant Not to ▇▇▇ is not executed or 13is canceled or revoked by you, the provisions of the Letter Agreement that otherwise by their terms survive termination of your employment shall remain in full force and effect. 1 To be selected based on whether applicable termination is "in connection with an exit incentive or other employment termination program" (as applicablesuch phrase is defined in the ADEA). 6. In the event that a court The invalidity or unenforceability of competent jurisdiction determines that any provision or provisions of Sections 11this General Release and Covenant Not to ▇▇▇ shall not affect the validity or enforceability of any other provision of this General Release and Covenant Not to ▇▇▇, 12which shall remain in full force and effect. This General Release and Covenant Not to ▇▇▇ sets forth the entire agreement of you and the Company in respect of the subject matter contained herein and supersedes all prior agreements, 13 promises, covenants, arrangements, communications, representations or 14 warranties, whether oral or written, by any officer, employee or representative of any party hereto; and any prior agreement of the parties hereto in respect of the subject matter contained herein is invalid hereby terminated and canceled. No agreements or more restrictive than permitted under representations, oral or otherwise, express or implied, with respect to the governing law subject matter hereof have been made by either party that are not set forth expressly in this General Release and Covenant Not to ▇▇▇. The validity, interpretation, construction and performance of such jurisdiction, then, only as this General Release and Covenant Not to enforcement of such provision within the jurisdiction of such court, such provision ▇▇▇ shall be interpreted and enforced as if it provided for governed by the maximum restriction permitted under such governing lawlaws of the State of Illinois without regard to its conflicts of law principles.

Remedies and Injunctive Relief. The Executive acknowledges that his breach he has carefully read and considered all the terms and conditions of any this Agreement, including the restraints imposed upon him pursuant to Sections 4 and 5 hereof. The Executive agrees without reservation that each of the provisions restraints contained herein is necessary for the reasonable and proper protection of Sections 11the goodwill, 12, 13 or 14 would cause irreparable damage to confidential information and other legitimate interests of the Company Group Group; that each and every one of those restraints is reasonable in an amount that would be material but not readily ascertainablerespect to subject matter, length of time and geographic area; and that any remedy at law (including these restraints, individually or in the payment of damages) would be inadequateaggregate, will not prevent the Executive from obtaining other suitable employment during the period in which the Executive is bound by these restraints. Accordingly, The Executive therefore agrees that, notwithstanding any provision of this Agreement to that the contraryCompany Group, in addition to any other damages it is able remedies available to showit, shall be entitled to preliminary and permanent injunctive relief against any breach or threatened breach by the Executive of any of said covenants, without having to post bond. The Parties further agree that, in the event that any provision of a willful and continued violation by Executive of any of the covenants contained in Sections 11, 12, 13 Section 4 or 14, the Company Group 5 hereof shall be entitled (without the necessity of showing economic loss or other actual damage) to (a) cease payment of the compensation and benefits contemplated determined by Sections 9 or 15 to the extent not previously paid or provided (including ceasing vesting of outstanding equity awards), (b) the prompt return by Executive of any portion of such compensation and the value of such benefits previously paid or provided (including forfeiture of any equity awards that vested pursuant to Section 9 or the repayment of the value of any equity incentive awards that vested pursuant to Section 9 that have been settled) and (c) injunctive relief (including temporary restraining orders, preliminary injunctions and permanent injunctions), without posting a bond, in any court of competent jurisdiction for any actual or threatened breach of any of the covenants set forth in Sections 11, 12, 13 or 14 in addition to any other legal or equitable remedies it may have. The preceding sentence shall not be construed as a waiver of the rights that may have for damages under this Agreement or otherwise, and all such rights shall be unrestricted. The Restriction Period shall be tolled during (and shall be deemed automatically extended by) any period during which Executive is in violation of the provisions of Section 12 or 13, as applicable. In the event that a court of competent jurisdiction determines that any provision to be unenforceable by reason of Sections 11its being extended over too great a time, 12, 13 too large a geographic area or 14 is invalid or more restrictive than permitted under the governing law too great a range of such jurisdiction, then, only as to enforcement of such provision within the jurisdiction of such courtactivities, such provision shall be interpreted and enforced as if it provided for deemed to be modified to permit its enforcement to the maximum restriction extent permitted by law. 7. Acknowledgment and Release. A. In consideration of the Company Group’s agreement to provide the Executive with compensation and benefits under this Agreement to which the Executive would not otherwise be entitled (in the absence of the Executive’s agreement to the terms of this Section 7), the Executive, for and on behalf of himself and his heirs and assigns, hereby waives and releases any common law, statutory or other complaints, claims, charges or causes of action arising out of or relating to the Executive’s employment or termination of employment with, or his serving in any capacity in respect of, any member of the Company Group, both known and 4 unknown, in law or in equity, which the Executive may now have or ever had against any member of the Company Group or any shareholder, partner, member, employee, director, manager, agent or officer of any member of the Company Group (collectively, the “Releasees”) from the beginning of time to the date hereof. This includes, but is not limited to, (i) any claim for any severance benefit which but for this Agreement might have been due the Executive under any previous agreement executed by and between any member of the Company Group and the Executive (ii) any discrimination claim based on race, religion, color, national origin, age, sex, sexual orientation or preference, disability, or other protected class, or retaliation; (iii) any complaint, charge or cause of action arising out of his employment with the Company Group under the Age Discrimination in Employment Act of 1967 (“ADEA”), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the Employee Retirement Income Security Act of 1974, the Equal Pay Act of 1963, the Family and Medical Leave Act of 1993, the Worker Adjustment and Retraining Notification Act of 1988, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, all as amended; (iv) any claim for wrongful termination, back pay, future wage loss, and injury subject to relief under the Workers’ Compensation Act; and (v) any claim under any other common law, public policy, contract (whether oral or written, express or implied) or tort law and/or any other local, state or federal law, regulation or ordinance. By signing this Agreement the Executive acknowledges that he intends to waive and release any rights known or unknown he may have against the Releasees under these and any other laws. B. Notwithstanding Section 7A, all of the Executive’s rights to (i) the payments and benefits under this Agreement; (ii) accrued vested benefits under employee benefit plans of the Company Group subject to the terms and conditions of such governing plans and applicable law; (iii) coverage under the Company Group’s directors and officers liability insurance policy in accordance with the terms of such policy; and (iv) bring claims that may not be released by law, in each case under (i), (ii), (iii), and (iv) shall continue. C. The Executive acknowledges that he has not filed any complaint, charge, claim or proceeding against any of the Releasees before any local, state or federal agency, court or other body relating to his employment or the termination thereof (each individually a “Proceeding”). The Executive represents that he is not aware of any basis on which such a Proceeding could reasonably be instituted. D. The Executive (i) acknowledges that he will not initiate or cause to be initiated on his behalf any Proceeding and will not participate in any Proceeding, in each case, except as required by law; and (ii) waives any right he may have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any Proceeding, including any Proceeding conducted by the Equal Employment Opportunity Commission (“EEOC”). Further, the Executive understands that by entering into this Agreement, he will be limiting the availability of certain remedies that he may have against the Company Group and also limiting his ability to pursue certain claims against the Releasees. Notwithstanding the above, nothing in this Section 7 shall prevent the Executive from (i) initiating or causing to be initiated on his behalf any complaint or Proceeding against the Company Group before any local, state or federal agency, court or other body challenging the validity of the waiver of his claims under ADEA contained in this Agreement (but no other portion of such waiver), or (ii) initiating or participating in an investigation or Proceeding conducted by the EEOC. E. The Executive acknowledges that he has been given twenty-one (21) days from the date of receipt of this Agreement to consider all the provisions of this Agreement and, if he executes this Agreement prior to the expiration of such twenty-one (21) day period, he does hereby knowingly and voluntarily waive said twenty-one (21) day period. The Parties each agree that the modifications to this Agreement from the version previously 5 distributed to the Executive do not restart such twenty-one (21) day period. THE EXECUTIVE FURTHER ACKNOWLEDGES THAT HE HAS READ THIS AGREEMENT CAREFULLY, HAS BEEN ADVISED BY THE COMPANY GROUP TO CONSULT AN ATTORNEY, AND FULLY UNDERSTANDS THAT BY SIGNING BELOW HE IS GIVING UP CERTAIN RIGHTS WHICH HE MAY HAVE TO ▇▇▇ OR ASSERT A CLAIM AGAINST ANY OF THE RELEASEES, AS DESCRIBED IN THIS SECTION 7 AND THE OTHER PROVISIONS HEREOF. THE EXECUTIVE ACKNOWLEDGES THAT HE HAS NOT BEEN FORCED OR PRESSURED IN ANY MANNER WHATSOEVER TO SIGN THIS AGREEMENT AND THE EXECUTIVE AGREES TO ALL OF ITS TERMS VOLUNTARILY.

Remedies and Injunctive Relief. Executive acknowledges that his breach a violation by Executive of any of the provisions of Sections 11, 12, 13 or 14 covenants contained in this Section 7 would cause irreparable damage to the Company Group and its Affiliates in an amount that would be material but not readily ascertainable, and that any remedy at law (including the payment of damages) would be inadequate. Accordingly, Executive agrees that, notwithstanding any provision of this Agreement to the contrary, in addition to any other damages it is able to show, in the event of a willful and continued violation by Executive of any of the covenants contained in Sections 11, 12, 13 or 14, the Company Group and its Affiliates shall be entitled (without the necessity of showing economic loss or other actual damage) to (a) cease payment of the compensation and benefits contemplated by Sections 9 or 15 to the extent not previously paid or provided (including ceasing vesting of outstanding equity awards), (b) the prompt return by Executive of any portion of such compensation and the value of such benefits previously paid or provided (including forfeiture of any equity awards that vested pursuant to Section 9 or the repayment of the value of any equity incentive awards that vested pursuant to Section 9 that have been settled) and (c) injunctive relief (including temporary restraining orders, preliminary injunctions and permanent injunctions), without posting a bond, in any court of competent jurisdiction for any actual or threatened breach of any of the covenants set forth in Sections 11, 12, 13 or 14 this Section 7 in addition to any other legal or equitable remedies it may have. In addition, in the event of Executive’s Willful Restrictive Covenant Breach (as defined in this Section 7(h)), the Company and its Affiliates shall be entitled to cease payment of the compensation and benefits contemplated by Section 5 to the extent not previously paid or provided (including ceasing vesting of outstanding equity incentive awards, but excluding the Accrued Obligations and Other Benefits), and to the prompt return by Executive of any portion of such compensation and the value of such benefits previously paid or provided (including forfeiture of any equity incentive awards that vested pursuant to Section 5 or the repayment of the value of any equity incentive awards that vested pursuant to Section 5 that have been exercised or settled, as applicable). For purposes of this Agreement, “Willful Restrictive Covenant Breach” means Executive’s material breach of any of the covenants set forth in this Section 7 which Executive knew, or with due inquiry, should have known, would constitute such a material breach. The preceding sentence sentences of this Section 7(h) shall not be construed as a waiver of the rights that the Company and its Affiliates may have for damages under this Agreement or otherwise, and all such rights shall be unrestricted. The Restriction Period shall be tolled during (and shall be deemed automatically extended by) any period during which Executive is in violation of the provisions of Section 12 7(c), (d) or 13(e), as applicable. In the event that a court of competent jurisdiction determines that any provision of Sections 11, 12, 13 or 14 this Section 7 is invalid or more restrictive than permitted under the governing law of such jurisdiction, then, only as to enforcement of such provision this Section 7 within the jurisdiction of such court, such provision shall be interpreted and enforced as if it provided for the maximum restriction permitted under such governing law.

Remedies and Injunctive Relief. Executive acknowledges You acknowledge that his breach a violation by you of any of the provisions of Sections 11, 12, 13 or 14 covenants contained in this Exhibit A would cause irreparable damage to the Company Group in an amount that would be material but not readily ascertainable, and that any remedy at law (including the payment of damages) would be inadequate. Accordingly, Executive agrees you agree that, notwithstanding any provision of this Agreement Exhibit A to the contrary, in addition to any other damages it is able to show, in the event of a willful and continued violation by Executive of any of the covenants contained in Sections 11, 12, 13 or 14, the Company Group shall may be entitled (without the necessity of showing economic loss or other actual damagedamage and without the requirement to post bond) to (a) cease payment of the compensation and benefits contemplated by Sections 9 or 15 to the extent not previously paid or provided (including ceasing vesting of outstanding equity awards), (b) the prompt return by Executive of any portion of such compensation and the value of such benefits previously paid or provided (including forfeiture of any equity awards that vested pursuant to Section 9 or the repayment of the value of any equity incentive awards that vested pursuant to Section 9 that have been settled) and (c) injunctive relief (including temporary restraining orders, preliminary injunctions and and/or permanent injunctions), without posting a bond, ) in any court of competent jurisdiction for any actual or threatened breach of any of the covenants set forth in Sections 11, 12, 13 or 14 this Exhibit A in addition to any other legal or equitable remedies it may have. The preceding sentence shall not be construed as a waiver of the rights that the Company may have for damages under this Agreement Exhibit A or otherwise, and all such of the Company’s rights shall be unrestricted, and notwithstanding the fact that any such provision may be determined not to be subject to specific performance, the Company will nevertheless be entitled to seek to recover monetary damages as a result of your breach of such provision. 1. ▇▇▇▇▇▇ ▇▇▇▇▇ (“you”), on your own behalf and on behalf of your descendants, dependents, heirs, executors and administrators and permitted assigns, past and present (your “Related Parties”), in consideration for the amounts payable and benefits to be provided to you under that letter agreement relating to employment with the Company, dated as of June , 2013, between Tribune Company, a Delaware corporation (the “Company”), and you (the “Letter Agreement”), hereby covenant not to ▇▇▇ or pursue any litigation against, and waive, release, and discharge the Company, its subsidiaries and affiliates, their predecessors, and successors, and all of their respective current or former directors, officers, employees, shareholders, partners, members, agents or representatives, managers, employees, trustees (in their official and individual capacities), employee benefit plans and their administrators and fiduciaries (in their official and individual capacities) of any of the foregoing (collectively, the “Releasees”), from any and all claims, demands, rights, judgments, defenses, complaints, actions, charges or causes of action whatsoever, of any and every kind and description, whether known or unknown, accrued or not accrued, that you ever had, now have or shall or may have or assert as of the date of this General Release and Covenant Not to ▇▇▇ against the Releasees relating to your employment with the Company or the termination thereof or your service as an officer or director of the Company or its subsidiaries or affiliates or the termination of such service, including, without limiting the generality of the foregoing, any claims, demands, rights, judgments, defenses, actions, charges or causes of action related to employment or termination of employment or that arise out of or relate in any way to the Age Discrimination in Employment Act of 1967 (“ADEA,” a law that prohibits discrimination on the basis of age), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act of 1974, the Family and Medical Leave Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, all as amended, and other federal, state and local laws relating to discrimination on the basis of age, sex or other protected class, all claims under federal, state or local laws for express or implied breach of contract, wrongful discharge, defamation, intentional infliction of emotional distress, and any related claims for attorneys’ fees and costs (collectively, “Claims”) (the “Release”); provided, however, that nothing herein shall release the Company from (i) any of its obligations to you under the Letter Agreement (including, without limitation, its obligation to pay the amounts and provide the benefits conditioned upon the effectiveness of this General Release and Covenant Not to ▇▇▇); (ii) any rights you may have in respect of accrued vested benefits under the employee benefit plans of the Company and its subsidiaries, including without limitation, vested and vesting of Options, RSUs and PSUs; (iii) any rights you may have to indemnification under the Letter Agreement, the Company’s by-laws, charter, other applicable law, or any insurance coverage or other benefits under any directors and officers insurance or similar policies; or (iv) any rights you and your Related Parties may have to obtain contribution as permitted by applicable law in the event of an entry of judgment against you and the Company as a result of any act or failure to act for which you and the Company are held jointly liable. 2. You further agree that this General Release and Covenant Not to ▇▇▇ ▇▇▇ be pleaded as a full defense to any action, suit or other proceeding for Claims that is or may be initiated, prosecuted or maintained by you or your heirs or assigns. You understand and confirm that you are executing this General Release and Covenant Not to ▇▇▇ voluntarily and knowingly, but that this General Release and Covenant Not to ▇▇▇ does not affect your right to claim otherwise under ADEA. In addition, you shall not be precluded by this General Release and Covenant Not to ▇▇▇ from filing a charge with any relevant federal, state or local administrative agency, but you agree to waive your rights with respect to any monetary or other financial relief arising from any such administrative proceeding. 3. In furtherance of the agreements set forth above, you hereby expressly waive and relinquish any and all rights under any applicable statute, doctrine or principle of law restricting the right of any person to release claims that such person does not know or suspect to exist at the time of executing a release, which claims, if known, may have materially affected such person’s decision to give such a release. In connection with such waiver and relinquishment, you acknowledge that you are aware that you may hereafter discover claims presently unknown or unsuspected, or facts in addition to or different from those that you now know or believe to be true, with respect to the matters released herein. Nevertheless, it is your intention to fully, finally and forever release all such matters, and all claims relating thereto, that now exist, may exist or theretofore have existed, as specifically provided herein. The Restriction Period parties hereto acknowledge and agree that this waiver shall be tolled during (an essential and material term of the release contained above. Nothing in this paragraph is intended to expand the scope of the release as specified herein. 4. The Company’s offer to you of this General Release and Covenant Not to ▇▇▇ and the payments and benefits set forth in the Letter Agreement are not intended as, and shall not be deemed automatically extended byconstrued as, any admission of liability, wrongdoing or improper conduct by the Company. You acknowledge that you have not filed or caused to be filed any complaint, charge, claim or proceeding, against any of the Releasees before any local, state, federal or foreign agency, court or other body (each individually a “Proceeding’’). You represent that you are not aware of any basis on which such a Proceeding could reasonably be instituted which has not already been disclosed to the company. You (i) acknowledge that you will not initiate or cause to be initiated on your behalf any Proceeding and will not participate in any Proceeding, in each case, except as required by law; and (ii) waive any right you may have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any Proceeding, including any Proceeding conducted by the Equal Employment Opportunity Commission (“EEOC”). 5. You acknowledge that you have been offered a period of time of at least [21/45]1 days to consider whether to sign this General Release and Covenant Not to ▇▇▇, and the Company agrees that you may cancel this General Release and Covenant Not to ▇▇▇ at any time during the seven days following the date on which Executive this General Release and Covenant Not to ▇▇▇ has been signed (the “Revocation Period”). You acknowledge and agree that you have entered into this General Release and Covenant Not to ▇▇▇ knowingly and willingly and have had ample opportunity to consider the terms and provisions of this General Release and Covenant Not to ▇▇▇. You further acknowledge that you have read this General Release and Covenant not to ▇▇▇ carefully, have 1 NTD: To be selected based on whether applicable termination is “in violation connection with an exit incentive or other employment termination program” (as such phrase is defined in ADEA). been advised by the Company to, and have in fact, consulted an attorney, and fully understand that by signing this General Release and Covenant Not to ▇▇▇ you are giving up certain rights which you may have to ▇▇▇ or assert a claim against any of the Releasees. In order to cancel or revoke this General Release and Covenant Not to ▇▇▇, you must deliver to the Board of Directors of the Company written notice stating that you are canceling or revoking this General Release and Covenant Not to ▇▇▇ during the Revocation Period. If this General Release and Covenant Not to ▇▇▇ is timely canceled or revoked, none of the provisions of this General Release and Covenant Not to ▇▇▇ shall be effective or enforceable, and the Company shall not be obligated to make the payments to you or to provide you with the benefits identified in the Sections of the Letter Agreement referred to in Section 12 9(d) of the Letter Agreement, unless and until the requirements with respect thereto are met. You acknowledge that, even if this General Release and Covenant Not to ▇▇▇ is not executed or 13is canceled or revoked by you, as applicablethe provisions of the Letter Agreement that otherwise by their terms survive termination of your employment shall remain in full force and effect. 6. In the event that a court The invalidity or unenforceability of competent jurisdiction determines that any provision or provisions of Sections 11this General Release and Covenant Not to ▇▇▇ shall not affect the validity or enforceability of any other provision of this General Release and Covenant Not to ▇▇▇, 12which shall remain in full force and effect. This General Release and Covenant Not to ▇▇▇ sets forth the entire agreement of you and the Company in respect of the subject matter contained herein and supersedes all prior agreements, 13 promises, covenants, arrangements, communications, representations or 14 warranties, whether oral or written, by any officer, employee or representative of any party hereto; and any prior agreement of the parties hereto in respect of the subject matter contained herein is invalid hereby terminated and canceled. No agreements or more restrictive than permitted under representations, oral or otherwise, express or implied, with respect to the governing law subject matter hereof have been made by either party that are not set forth expressly in this General Release and Covenant Not to ▇▇▇. The validity, interpretation, construction and performance of such jurisdiction, then, only as this General Release and Covenant Not to enforcement of such provision within the jurisdiction of such court, such provision ▇▇▇ shall be interpreted and enforced as if it provided for governed by the maximum restriction permitted under such governing lawlaws of the Stale of Illinois without regard to its conflicts of law principles.

Remedies and Injunctive Relief. Executive acknowledges You acknowledge that his breach a violation by you of any of the provisions of Sections 11, 12, 13 or 14 covenants contained in this Section 2.15 would cause irreparable damage to the Company Group and its Affiliates in an amount that would be material but not readily ascertainable, and that any remedy at law (including the payment of damages) would be inadequate. Accordingly, Executive agrees you agree that, notwithstanding any provision of this Agreement to the contrary, in addition to any other damages it is able to show, in the event of a willful and continued violation by Executive of any of the covenants contained in Sections 11, 12, 13 or 14, the Company Group and its Affiliates shall be entitled (without the necessity of showing economic loss or other actual damage) to (a) cease payment of the compensation and benefits contemplated by Sections 9 or 15 to the extent not previously paid or provided (including ceasing vesting of outstanding equity awards), (b) the prompt return by Executive of any portion of such compensation and the value of such benefits previously paid or provided (including forfeiture of any equity awards that vested pursuant to Section 9 or the repayment of the value of any equity incentive awards that vested pursuant to Section 9 that have been settled) and (c) injunctive relief (including temporary restraining orders, preliminary injunctions and permanent injunctions), without posting a bond, in any court of competent jurisdiction for any actual or threatened breach of any of the covenants set forth in Sections 11, 12, 13 or 14 this Section 2.15 in addition to any other legal or equitable remedies it may have. In addition, in the event of your Willful Restrictive Covenant Breach (as defined in this Section 2.15), (i) all of your rights under this Agreement, whether or not vested, shall terminate immediately, and (ii) any Shares, cash or other property paid or delivered to you pursuant to this Agreement shall be forfeited and you shall be required to repay such Shares, cash or other property to the Company, no later than thirty (30) calendar days after the Company makes demand to you for repayment. For purposes of this Agreement, “Willful Restrictive Covenant Breach” means your material breach of any of the covenants set forth in this Section 2.15 which you knew, or with due inquiry, should have known, would constitute such a material breach. The preceding sentence sentences of this Section 2.15 shall not be construed as a waiver of the rights that the Company and its Affiliates may have for damages under this Agreement or otherwise, and all such rights shall be unrestricted. The Restriction Restricted Period shall be tolled during (and shall be deemed automatically extended by) any period during which Executive is you are in violation of the provisions of Section 12 2.15(a), (b) or 13(c), as applicable. In the event that a court of competent jurisdiction determines that any provision of Sections 11, 12, 13 or 14 this Section 2.15 is invalid or more restrictive than (Employee RSU) Page 11 of 26 permitted under the governing law of such jurisdiction, then, only as to enforcement of such provision this Section 2.15 within the jurisdiction of such court, such provision shall be interpreted and enforced as if it provided for the maximum restriction permitted under such governing law.

Remedies and Injunctive Relief. Executive acknowledges that his breach a violation by Executive of any of the provisions of Sections 11, 12, 13 or 14 covenants contained in this Section 7 would cause irreparable damage to the Company Group Parent and its Affiliates in an amount that would be material but not readily ascertainable, and that any remedy at law (including the payment of damages) would be inadequate. Accordingly, Executive agrees that, notwithstanding any provision of this Agreement to the contrary, in addition to any other damages it is able to show, in the event of a willful and continued violation by Executive of any of the covenants contained in Sections 11this Section 7, 12, 13 or 14, the Company Group Parent and its Affiliates shall be entitled (without the necessity of showing economic loss or other actual damage) to (ai) cease payment of the compensation and benefits contemplated by Sections 9 or 15 Section 5 to the extent not previously paid or provided (including ceasing vesting of outstanding equity incentive awards), (bii) the prompt return by Executive of any portion of such compensation and the value of such benefits previously paid or provided (including forfeiture of any equity incentive awards that vested pursuant to Section 9 5 or the repayment of the value of any equity incentive awards that vested pursuant to Section 9 5 that have been exercised or settled, as applicable) and (ciii) injunctive relief (including temporary restraining orders, preliminary injunctions and permanent injunctions), without posting a bond, in any court of competent jurisdiction for any actual or threatened breach of any of the covenants set forth in Sections 11, 12, 13 or 14 this Section 7 in addition to any other legal or equitable remedies it may have. The preceding sentence shall not be construed as a waiver of the rights that Parent and its Affiliates may have for damages under this Agreement or otherwise, and all such rights shall be unrestricted. The Restriction Period shall be tolled during (and shall be deemed automatically extended by) any period during which Executive is in violation of the provisions of Section 12 7(c), (d) or 13(e), as applicable. In the event that a court of competent jurisdiction determines that any provision of Sections 11, 12, 13 or 14 this Section 7 is invalid or more restrictive than permitted under the governing law of such jurisdiction, then, only as to enforcement of such provision this Section 7 within the jurisdiction of such court, such provision shall be interpreted and enforced as if it provided for the maximum restriction permitted under such governing law.

Remedies and Injunctive Relief. Executive acknowledges You acknowledge that his breach your violation of any of the provisions of Sections 11, 12, 13 or 14 covenants contained in this Section 3 would cause irreparable damage to the Company Group and its affiliates in an amount that would be material but not readily ascertainable, and that any remedy at law (including the payment of damages) would be inadequate. Accordingly, Executive agrees you agree that, notwithstanding any provision of this Letter Agreement to the contrary, in addition to any other damages it is able to show, in the event of a willful and continued your violation by Executive in any material respect of any of the covenants contained in Sections 11, 12, 13 or 14this Section 3, the Company Group and its affiliates shall be entitled (without the necessity of showing economic loss or other actual damage) to (ai) cease payment or provision of the compensation and benefits contemplated by Sections 9 or 15 Severance Benefits to the extent not previously paid or provided (including ceasing vesting of outstanding equity incentive awards), (bii) the prompt return by Executive you of any portion of such compensation and of, or the value of such benefits of, Severance Benefits previously paid or provided (including forfeiture of any equity awards that vested or are scheduled to vest pursuant to Section 9 2 (including Exhibit B) or the repayment of the value of any equity incentive awards that vested pursuant to Section 9 2 (including Exhibit B) that have been exercised or settled) , as applicable), and (ciii) injunctive relief (including temporary restraining orders, preliminary injunctions and permanent injunctions), without posting a bond, in any court of competent jurisdiction for any actual or threatened breach of any of the covenants set forth in Sections 11, 12, 13 or 14 this Section 3 in addition to any other legal or equitable remedies it may have. The preceding sentence shall not be construed as a waiver of the rights that the Company and its affiliates may have for damages under this Letter Agreement or otherwise, and all such rights shall be unrestricted. The Restriction Period restricted period contemplated by Section 3(b), (c) or (d), as applicable, shall be tolled during (and shall be deemed automatically extended by) any period during which Executive is you are in violation of the provisions of Section 12 or 13such section, as applicable. In the event that a court of competent jurisdiction determines that any provision of Sections 11, 12, 13 or 14 this Section 3 is invalid or more restrictive than permitted under the governing law of such jurisdiction, then, only as to enforcement of such provision this Section 3 within the jurisdiction of such court, such provision shall be interpreted and enforced as if it provided for the maximum restriction permitted under such governing law.

Remedies and Injunctive Relief. Executive acknowledges You acknowledge that his breach a violation by you of any of the provisions of Sections 11, 12, 13 or 14 covenants contained in this Exhibit A would cause irreparable damage to the Company Group in an amount that would be material but not readily ascertainable, and that any remedy at law (including the payment of damages) would be inadequate. Accordingly, Executive agrees you agree that, notwithstanding any provision of this Agreement Exhibit A to the contrary, in addition to any other damages it is able to show, in the event of a willful and continued violation by Executive of any of the covenants contained in Sections 11, 12, 13 or 14, the Company Group shall be entitled (without the necessity of showing economic loss or other actual damagedamage and without the requirement to post bond) to (a) cease payment of the compensation and benefits contemplated by Sections 9 or 15 to the extent not previously paid or provided (including ceasing vesting of outstanding equity awards), (b) the prompt return by Executive of any portion of such compensation and the value of such benefits previously paid or provided (including forfeiture of any equity awards that vested pursuant to Section 9 or the repayment of the value of any equity incentive awards that vested pursuant to Section 9 that have been settled) and (c) injunctive relief (including temporary restraining orders, preliminary injunctions and and/or permanent injunctions), without posting a bond, ) in any court of competent jurisdiction for any actual or threatened breach of any of the covenants set forth in Sections 11, 12, 13 or 14 this Exhibit A in addition to any other legal or equitable remedies it may have. The preceding sentence shall not be construed as a waiver of the rights that the Company may have for damages under this Agreement Exhibit A or otherwise, and all such of the Company’s rights shall be unrestricted, and notwithstanding the fact that any such provision may be determined not to be subject to specific performance, the Company will nevertheless be entitled to seek to recover monetary damages as a result of your breach of such provision. The Restriction Period TO ALL TO WHOM THESE PRESENTS SHALL COME OR MAY CONCERN, KNOW that: 1. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ III (“you”), on your own behalf and on behalf of your descendants, dependents, heirs, executors and administrators and permitted assigns, past and present (your “Related Parties”), in consideration for the amounts payable and benefits to be provided to you under that letter agreement relating to employment with the Company, dated as of November 1, 2013, between Tribune Company, a Delaware corporation (the “Company”), and you (the “Letter Agreement”), hereby covenant not to ▇▇▇ or pursue any litigation against, and waive, release, and discharge the Company, its subsidiaries and affiliates, their predecessors, and successors, and all of their respective current or former directors, officers, employees, shareholders, partners, members, agents or representatives, managers, employees, trustees (in their official and individual capacities), employee benefit plans and their administrators and fiduciaries (in their official and individual capacities) of any of the foregoing (collectively, the “Releasees”), from any and all claims, demands, rights, judgments, defenses, complaints, actions, charges or causes of action whatsoever, of any and every kind and description, whether known or unknown, accrued or not accrued, that you ever had, now have or shall be tolled during or may have or assert as of the date of this General Release and Covenant Not to ▇▇▇ against the Releasees relating to your employment with the Company or the termination thereof or your service as an officer or director of the Company or its subsidiaries or affiliates or the termination of such service, including, without limiting the generality of the foregoing, any claims, demands, rights, judgments, defenses, actions, charges or causes of action related to employment or termination of employment or that arise out of or relate in any way to the Age Discrimination in Employment Act of 1967 (“ADEA,” a law that prohibits discrimination on the basis of age), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990, Title Vll of the Civil Rights Act of 1964, the Employee Retirement Income Security Act of 1974, the Family and Medical Leave Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, all as amended, and other federal, state and local laws relating to discrimination on the basis of age, sex or other protected class, all claims under federal, state or local laws for express or implied breach of contract, wrongful discharge, defamation, intentional infliction of emotional distress, and any related claims for attorneys’ fees and costs (collectively, “Claims”) (the “Release”); provided, however, that nothing herein shall release the Company from (i) any of its obligations to you under the Letter Agreement (including, without limitation, its obligation to pay the amounts and provide the benefits conditioned upon the effectiveness of this General Release and Covenant Not to ▇▇▇); (ii) any rights you may have in respect of accrued vested benefits under the employee benefit plans of the Company and its subsidiaries; (iii) any rights you may have to indemnification under the Letter Agreement, the Company’s bylaws, other applicable law, or any insurance coverage or other benefits under any directors and officers insurance or similar policies; or (iv) any rights you and your Related Parties may have to obtain contribution as permitted by applicable law in the event of an entry of judgment against you and the Company as a result of any act or failure to act for which you and the Company are held jointly liable; (v) any rights you may have under the Second Amended and Restated Tribune Company Rabbi Trust Agreement for ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ III and the Management Incentive Plan Rabbi Trust No. 1; (vi) all rights provided by COBRA; or (vii) your rights under the Company’s 40lk Plan for monies placed in the plan prior to the date your employment with Company ends. If any Releasee pursues a claim against you, nothing in this Release shall be deemed automatically extended byto prevent you from asserting any defense, claims for setoff or counterclaims as against such suing party. 2. You further agree that this General Release and Covenant Not to ▇▇▇ ▇▇▇ be pleaded as a full defense to any action, suit or other proceeding for Claims that is or may be initiated, prosecuted or maintained by you or your heirs or assigns. You understand and confirm that you are executing this General Release and Covenant Not to ▇▇▇ voluntarily and knowingly, but that this General Release and Covenant Not to ▇▇▇ does not affect your right to claim otherwise under ADEA. In addition, you shall not be precluded by this General Release and Covenant Not to ▇▇▇ from filing a charge with any relevant federal, state or local administrative agency, but you agree to waive your rights with respect to any monetary or other fmancial relief arising from any such administrative proceeding. 3. In furtherance of the agreements set forth above, you hereby expressly waive and relinquish any and all rights under any applicable statute, doctrine or principle of law restricting the right of any person to release claims that such person does not know or suspect to exist at the time of executing a release, which claims, if known, may have materially affected such person’s decision to give such a release. In connection with such waiver and relinquishment, you acknowledge that you are aware that you may hereafter discover claims presently unknown or unsuspected, or facts in addition to or different from those that you now know or believe to be true, with respect to the matters released herein. Nevertheless, it is your intention to fully, finally and forever release all such matters, and all claims relating thereto, that now exist, may exist or theretofore have existed, as specifically provided herein. The parties hereto acknowledge and agree that this waiver shall be an essential and material term of the release contained above. Nothing in this paragraph is intended to expand the scope of the release as specified herein. 4. The Company’s offer to you of this General Release and Covenant Not to ▇▇▇ and the payments and benefits set forth in the Letter Agreement are not intended as, and shall not be construed as, any admission of liability, wrongdoing or improper conduct by the Company. You acknowledge that you have not filed or caused to be filed any complaint, charge, claim or proceeding, against any of the Releasees before any local, state, federal or foreign agency, court or other body (each individually a “Proceeding”). You represent that you are not aware of any basis on which such a Proceeding could reasonably be instituted. You (i) acknowledge that you will not initiate or cause to be initiated on your behalf any Proceeding and will not participate in any Proceeding, in each case, except as required by law; and (ii) waive any right you may have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any Proceeding, including any Proceeding conducted by the Equal Employment Opportunity Commission (“EEOC”). 5. You acknowledge that you have been offered a period of time of at least [21/45]1 days to consider whether to sign this General Release and Covenant Not to ▇▇▇, and the Company agrees that you may cancel this General Release and Covenant Not to ▇▇▇ at any time during the seven 1 To be selected based on whether applicable termination is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in ADEA). days following the date on which Executive this General Release and Covenant Not to ▇▇▇ has been signed (the “Revocation Period”). You acknowledge and agree that you have entered into this General Release and Covenant Not to ▇▇▇ knowingly and willingly and have had ample opportunity to consider the terms and provisions of this General Release and Covenant Not to ▇▇▇. You further acknowledge that you have read this General Release and Covenant not to ▇▇▇ carefully, have been advised by the Company to, and have in fact, consulted an attorney, and fully understand that by signing this General Release and Covenant Not to ▇▇▇ you are giving up certain rights which you may have to ▇▇▇ or assert a claim against any of the Releasees. In order to cancel or revoke this General Release and Covenant Not to ▇▇▇, you must deliver to the Board of Directors of the Company written notice stating that you are canceling or revoking this General Release and Covenant Not to ▇▇▇ during the Revocation Period. If this General Release and Covenant Not to ▇▇▇ is in violation timely canceled or revoked, none of the provisions of this General Release and Covenant Not to ▇▇▇ shall be effective or enforceable, and the Company shall not be obligated to make the payments to you or to provide you with the benefits identified in the Sections of the Letter Agreement referred to in Section 12 9(d) of the Letter Agreement, unless and until the requirements with respect thereto are met. You acknowledge that, even if this General Release and Covenant Not to ▇▇▇ is not executed or 13is canceled or revoked by you, as applicablethe provisions of the Letter Agreement that otherwise by their terms survive termination of your employment shall remain in full force and effect. 6. In the event that a court The invalidity or unenforceability of competent jurisdiction determines that any provision or provisions of Sections 11this General Release and Covenant Not to ▇▇▇ shall not affect the validity or enforceability of any other provision of this General Release and Covenant Not to ▇▇▇, 12which shall remain in full force and effect. This General Release and Covenant Not to ▇▇▇ sets forth the entire agreement of you and the Company in respect of the subject matter contained herein and supersedes all prior agreements, 13 promises, covenants, arrangements, communications, representations or 14 warranties, whether oral or written, by any officer, employee or representative of any party hereto; and any prior agreement of the parties hereto in respect of the subject matter contained herein is invalid hereby terminated and canceled. No agreements or more restrictive than permitted under representations, oral or otherwise, express or implied, with respect to the governing law subject matter hereof have been made by either party that are not set forth expressly in this General Release and Covenant Not to ▇▇▇. The validity, interpretation, construction and performance of such jurisdiction, then, only as this General Release and Covenant Not to enforcement of such provision within the jurisdiction of such court, such provision ▇▇▇ shall be interpreted and enforced as if it provided for governed by the maximum restriction permitted under such governing lawlaws of the State of Illinois without regard to its conflicts of law principles.

Remedies and Injunctive Relief. Executive acknowledges that his wilful and material breach of any of the provisions of Sections 11, 12, 13 or 14 would cause irreparable damage to the Company Group in an amount that would be material but not readily ascertainable, and that any remedy at law (including the payment of damages) would be inadequate. Accordingly, Executive agrees that, notwithstanding any provision of this Agreement to the contrary, in addition to any other damages it is able to show, in the event of a willful willful, material and continued violation by Executive of any of the covenants contained in Sections 11, 12, 13 or 14, the Company Group shall be entitled (without the necessity of showing economic loss or other actual damage) to (a) cease payment of the compensation and benefits contemplated by Sections 9 or 15 to the extent not previously paid or provided (including ceasing vesting of outstanding equity awards), (b) the prompt return by Executive of any portion of such compensation and the value of such benefits previously paid or provided (including forfeiture of any equity awards that vested pursuant to Section 9 or the repayment of the value of any equity incentive awards that vested pursuant to Section 9 that have been settled) and (c) injunctive relief (including temporary restraining orders, preliminary injunctions and permanent injunctions), without posting a bond, in any court of competent jurisdiction for any actual or threatened breach of any of the covenants set forth in Sections 11, 12, 13 or 14 in addition to any other legal or equitable remedies it may have. The preceding sentence shall not be construed as a waiver of the rights that may have for damages under this Agreement or otherwise, and all such rights shall be unrestricted. The Non-Compete Restriction Period and the Non-Solicitation Restriction Period shall be tolled during (and shall be deemed automatically extended by) any period during which Executive is in violation of the provisions of Section 12 or 13, as applicable. In the event that a court of competent jurisdiction determines that any provision of Sections 11, 12, 13 or 14 is invalid or more restrictive than permitted under the governing law of such jurisdiction, then, only as to enforcement of such provision within the jurisdiction of such court, such provision shall be interpreted and enforced as if it provided for the maximum restriction permitted under such governing law.

Remedies and Injunctive Relief. Executive acknowledges You acknowledge that his breach your violation of any of the provisions of Sections 11, 12, 13 or 14 covenants contained in this Section 3 would cause irreparable damage to the Company Group and its affiliates in an amount that would be material but not readily ascertainable, and that any remedy at law (including the payment of damages) would be inadequate. Accordingly, Executive agrees you agree that, notwithstanding any provision of this Letter Agreement to the contrary, in addition to any other damages it is able to show, in the event of a willful and continued your violation by Executive of any of the covenants contained in Sections 11, 12, 13 or 14this Section 3, the Company Group and its affiliates shall be entitled (without the necessity of showing economic loss or other actual damage) to (ai) cease payment or provision of the compensation and benefits contemplated by Sections 9 or 15 Severance Benefits to the extent not previously paid or provided (including ceasing vesting of outstanding equity incentive awards), (bii) the prompt return by Executive you of any portion of such compensation and of, or the value of such benefits of, Severance Benefits previously paid or provided (including forfeiture of any equity awards that vested or are scheduled to vest pursuant to Section 9 2 (including Exhibit B) or the repayment of the value of any equity incentive awards that vested pursuant to Section 9 2 (including Exhibit B) that have been exercised or settled) , as applicable), and (ciii) injunctive relief (including temporary restraining orders, preliminary injunctions and permanent injunctions), without posting a bond, in any court of competent jurisdiction for any actual or threatened breach of any of the covenants set forth in Sections 11, 12, 13 or 14 this Section 3 in addition to any other legal or equitable remedies it may have. The preceding sentence shall not be construed as a waiver of the rights that the Company and its affiliates may have for damages under this Letter Agreement or otherwise, and all such rights shall be unrestricted. The Restriction Period restricted period contemplated by Section 3(b), (c) or (d), as applicable, shall be tolled during (and shall be deemed automatically extended by) any period during which Executive is you are in violation of the provisions of Section 12 or 13, as applicablesuch section. In the event that a court of competent jurisdiction determines that any provision of Sections 11, 12, 13 or 14 this Section 3 is invalid or more restrictive than permitted under the governing law of such jurisdiction, then, only as to enforcement of such provision this Section 3 within the jurisdiction of such court, such provision shall be interpreted and enforced as if it provided for the maximum restriction permitted under such governing law.