EMPLOYEE MATTERS AGREEMENT Dated as of July 30, 2014 by and among The E.W. Scripps Company, Desk Spinco, Inc., Desk NP Operating, LLC, Journal Communications, Inc., Boat Spinco, Inc., and Boat NP Newco, Inc.

Exhibit 10.1

Dated as of July 30, 2014

by and among

The ▇.▇. ▇▇▇▇▇▇▇ Company,

Desk Spinco, Inc.,

Desk NP Operating, LLC,

Journal Communications, Inc.,

Boat Spinco, Inc., and

Boat NP Newco, Inc.

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Exhibits

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THIS EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated July 30, 2014, is by and among The ▇.▇. ▇▇▇▇▇▇▇ Company, an Ohio corporation (“Scripps”), Desk Spinco, Inc., a Wisconsin corporation (“Scripps Spinco”), Desk NP Operating, LLC, a Wisconsin limited liability company and wholly owned subsidiary of Scripps Spinco (“SNOC”), Journal Communications, Inc., a Wisconsin corporation (“Journal”), Boat Spinco, Inc., a Wisconsin corporation (“Journal Spinco”), and Boat NP Newco, Inc., a Wisconsin corporation (“Newco”).

WHEREAS, the Board of Directors of Scripps has determined that it is advisable and in the best interests of Scripps and its shareholders to separate the Scripps Newspaper Business pursuant to the Scripps Newspaper Distribution, and the Board of Directors of Journal has determined that it is advisable and in the best interests of Journal and its shareholders to separate the Journal Newspaper Business pursuant to the Journal Newspaper Distribution, in each case on the terms and for the reasons set forth in the MTA;

WHEREAS, the Board of Directors of Scripps has determined that it is advisable and in the best interests of Scripps and its shareholders to effect the Scripps Newspaper Merger immediately following the Scripps Newspaper Distribution, on the terms set forth in the MTA;

WHEREAS, the Board of Directors of Journal has determined that it is advisable and in the best interests of Journal and its shareholders to effect the Journal Newspaper Merger immediately following the Journal Newspaper Distribution, on the terms set forth in the MTA;

WHEREAS, the Boards of Directors of Scripps and Journal have determined that it is advisable and in the respective best interests of Scripps and Journal and their respective shareholders to effect the Broadcast Merger immediately following the Newspaper Mergers, on the terms set forth in the MTA; and

WHEREAS, pursuant to the MTA, the Parties have agreed to enter into this Agreement for the purpose of allocating Assets, Liabilities and responsibilities with respect to certain employee compensation and benefit plan programs and arrangements, and certain employment matters between and among them.

NOW, THEREFORE, in consideration of the premises and of the respective agreements and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01    In General.  Capitalized terms used herein without definition shall have the meanings assigned to them in the MTA.

SECTION 1.02    Definitions.  As used in this Agreement, the following terms shall have the meanings set forth below:

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“Active Transferring Journal Employee” means a Transferring Journal Employee who, as of immediately prior to the Journal Newspaper Distribution, is then a current employee of Journal or its Subsidiaries, except any employee on a Leave of Absence.   A Transferring Journal Employee shall become an Active Transferring Journal Employee upon coming off such Leave of Absence.

 “Active Transferring Scripps Employee” means a Transferring Scripps Employee who, as of immediately prior to the Scripps Newspaper Distribution, is then a current employee of Scripps or its Subsidiaries, except any employee on a Leave of Absence.   A Transferring Scripps Employee shall become an Active Transferring Scripps Employee upon coming off such Leave of Absence.

 “Agreement” shall have the meaning ascribed thereto in the preamble to this Agreement, including all the exhibits and schedules hereto, and all amendments made hereto from time to time.

“Asserted Liability” shall have the meaning ascribed thereto in Section 10.03 of this Agreement.

“Claim” shall have the meaning ascribed thereto in Section 10.03 of this Agreement.

“Designated Participant” means a Former Scripps Employee or Transferring Scripps Employee whose employment terminates between the date hereof and the Closing Date in connection with the Transactions, as determined by Scripps in its sole discretion, and who has been designated by Scripps as a Designated Participant on Section 1.01 of the Schedules hereto, as such Schedule may be updated from time to time prior to the Closing Date, under the heading “Designated Participants”.

“DOL” means the United States Department of Labor.

“Former Journal Employee” means, (a) as of the Closing Date, any former employee of Journal or a Subsidiary or Affiliate of Journal, including retired, deferred vested, non-vested and other inactive terminated individuals, and (b) after the Closing Date, any employee of Scripps Broadcast Surviving LLC or a Subsidiary or Affiliate of Scripps Broadcast Surviving LLC, whose employment therewith terminates after the Closing Date for any reason.  Notwithstanding the foregoing, a Transferring Journal Employee shall not be a “Former Journal Employee.”

“Former Journal Nonqualified Plan Participants” shall have the meaning ascribed thereto in Section 6.02 of this Agreement.

“Former Journal Severance and Retention Plan Participants” shall have the meaning ascribed thereto in Section 8.06 of this Agreement.

“Former Scripps Employee” means, (a) as of the Closing Date, any former employee of Scripps or a Subsidiary or Affiliate of Scripps, including retired, deferred vested, non-vested and other inactive terminated individuals, and (b) after the Closing Date, any employee of Scripps or a Subsidiary or Affiliate of Scripps, whose employment therewith terminates after the Closing Date for any reason. Notwithstanding the foregoing, a Transferring Scripps Employee shall not be a “Former Scripps Employee.”

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“Former Scripps Executive CIC Plan Participants” shall have the meaning ascribed thereto in Section 8.03 of this Agreement.

“Former Scripps Executive Severance Plan Participants” shall have the meaning ascribed thereto in Section 8.04 of this Agreement.

“Former Scripps Nonqualified Plan Participants” shall have the meaning ascribed thereto in Section 6.01 of this Agreement.

“HIPAA” means the Health Insurance Portability and Accountability Act of 1996, as amended, and the regulations promulgated thereunder.

“HSA” shall have the meaning ascribed thereto in Section 5.08 of this Agreement.

“Indemnified Parties” shall have the meaning ascribed thereto in Section 10.02 of this Agreement.

“Indemnifying Party” shall have the meaning ascribed thereto in Section 10.03 of this Agreement.

“Information” shall mean all information, whether in written, oral, electronic or other tangible or intangible forms, stored in any medium, including non-public financial information, studies, reports, records, books, accountants’ work papers, contracts, instruments, flow charts, data, communications by or to attorneys, memos and other materials prepared by attorneys and accountants or under their direction (including attorney work product) and other financial, legal, employee or business information or data.

“Journal” shall have the meaning ascribed thereto in the preamble to this Agreement.

“Journal 401(k) Plan” means the Journal Communications, Inc. 401(k) Plan.

“Journal Broadcast Employees” means all current and former employees of Journal and its Subsidiaries, other than Active Transferring Journal Employees and Journal Newspaper Leave Employees.

“Journal Broadcast Employee Reimbursement Account Plan” shall have the meaning ascribed thereto in Section 5.05 of this Agreement.

“Journal Compensation Committee” means the Compensation Committee of the Board of Directors of Journal.

“Journal Employee” means any individual who, immediately following the Broadcast Merger Effective Time, will be an employee of Scripps Broadcast Surviving LLC or a Subsidiary or Affiliate thereof, including active employees and employees on vacation and approved leave of absence (including maternity, paternity, family, paid time off, sick, short-term or long-term disability leave, qualified military service under the Uniformed Services Employment and Reemployment Rights Act of 1994, and leave under the Family and Medical Leave Act and other approved leaves).

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“Journal Employee Stock Purchase Plan” means the Journal Communications, Inc. 2003 Employee Stock Purchase Plan.

“Journal ESPP Suspension Date” shall have the meaning ascribed to it in Section 8.02(b) of this Agreement.

“Journal Newspaper Benefit Plan” means any Benefit Plan sponsored or maintained solely by a Journal Newspaper Entity.

“Journal Newspaper Leave Employees” means Transferring Journal Employees who do not become Active Transferring Journal Employees on the Journal Newspaper Distribution Date by reason of being on a Leave of Absence.

“Journal Newspaper Merger Sub” shall have the meaning ascribed thereto in the preamble to this Agreement.

“Journal Nonqualified Plans” means, collectively, the Journal Communications, Inc. Non-Qualified Deferred Compensation Plan and the Journal Communications, Inc. Supplemental Benefit Plan.

“Journal Participant” means any individual who, immediately following the Broadcast Merger Effective Time is a Journal Employee, a Former Journal Employee or a beneficiary, dependent or alternate payee of any of the foregoing.

“Journal Performance Units” means the outstanding grants of performance-based restricted units, which represent the general unsecured promise by Journal to deliver a certain number of shares of Journal Class B Common Stock in the future, granted pursuant to a Journal Share Plan.

“Journal Restricted Shares” means the outstanding grants of restricted Journal Common Stock granted under the Journal Share Plans.

“Journal Retiree Program” has the meaning ascribed to it in Section 5.04(c)(ii) of this Agreement.

“Journal Retirement Plan” means the Journal Communications, Inc. Employees Pension Plan.

“Journal SARs” means the outstanding grants of stock appreciation rights with respect to Journal Common Stock granted under the Journal Share Plans.

“Journal Share Plans” means the Journal Communications, Inc. 2003 Equity Incentive Plan, as amended, and the Journal Communications, Inc. 2007 Omnibus Incentive Plan and any other stock option or stock incentive compensation plan or arrangement maintained before the Closing Date for employees, officers, non-employee directors or other independent contractors of Journal or its Subsidiaries or Affiliates, as amended (exclusive of the Journal Employee Stock Purchase Plan).

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“Journal Severance and Retention Plan” shall have the meaning ascribed to it in Section 8.06 of this Agreement.

“Journal Spinco” shall have the meaning ascribed thereto in the preamble to this Agreement.

“Journal Welfare Plans” shall have the meaning ascribed thereto in Section 5.01 and Exhibit A of this Agreement.

“Leave of Absence” means an approved absence from work, paid or unpaid, including without limitation, by reason of an employee’s qualification for short term disability benefits, long term disability benefits, managed disability benefits, sick pay, paid time off (not including vacation), medical, personal or other approved leave of absence, other than “intermittent leave”.  The term “intermittent leave” means that the employee still is working, intermittently, during the period of Leave of Absence.

“Memphis Plans” means (i) Newspaper Guild of Memphis Retirement Income Plan; (ii) Retirement Benefit Plan of Memphis Publishing Company & Graphics Communications Conference/International Brotherhood of Teamsters Local 777-M; and (iii) Retirement Benefit Plan of Memphis Publishing Company & Memphis Mailers Union No. M-119.

“Mirror Journal Retiree Program” shall have the meaning ascribed thereto in Section 5.04(c) of this Agreement.

“Mirror Journal Welfare Plans” shall have the meaning ascribed thereto in Section 5.03(a) of this Agreement.

“Mirror Scripps Retiree Medical Program” shall the meaning ascribed thereto in Section 5.04(c) of this Agreement.

“Mirror Scripps Welfare Plans” shall have the meaning ascribed thereto in Section 5.03(a) of this Agreement.

“MTA” means the Master Transaction Agreement, dated July 31, 2014, among the Parties and the other parties named therein.

“Newco” shall have the meaning ascribed thereto in the preamble to this Agreement.

“Newco Benefit Plan” means any Benefit Plan sponsored, maintained or contributed to, or required to be sponsored, maintained or contributed to, by Newco or any of its Subsidiaries.

“Newco Director” means any individual who is a current director of Newco as of the Closing Date.

“Newco Employee” means any individual who, immediately following the Newspaper Merger Effective Time, will be an employee of Newco or a Subsidiary or Affiliate thereof, including active employees and employees on vacation and approved leave of absence (including maternity, paternity, family, sick, short-term or long-term disability leave, qualified military service under the Uniformed Services Employment and Reemployment Rights Act of 1994, and leave under the Family and Medical Leave Act and other approved leaves).

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“Newco Group” means, immediately following the Newspaper Merger Effective Time, Newco, the Journal Newspaper Entities, the Scripps Newspaper Entities, and any of their respective Subsidiaries or Affiliates.

“Newco Indemnified Parties” shall have the meaning ascribed thereto in Section 10.02 of this Agreement.

“Newco Journal Mirror Nonqualified Plans” shall have the meaning ascribed thereto in Section 6.02 of this Agreement.

 “Newco Journal Mirror Severance and Retention Plan” shall have the meaning ascribed thereto in Section 8.06 of this Agreement.

“Newco Journal Mirror Severance and Retention Plan Period” shall have the meaning ascribed to it in Section 8.06 of this Agreement.

“Newco Journal Welfare Plans” shall have the meaning ascribed thereto in Section 5.03(a) of this Agreement.

“Newco 401(k) Plan” means the tax qualified 401(k) plan established by Newco in accordance with Section 4.01 of this Agreement.

“Newco Participant” means any individual who, immediately following the Newspaper Merger Effective Time, is a Newco Employee or a beneficiary, dependent, or alternate payee thereof.

“Newco Retiree Program” has the meaning ascribed to it in Section 5.04(c).

“Newco Scripps Mirror Executive CIC Plan” shall have the meaning ascribed thereto in Section 8.03 of this Agreement.

“Newco Scripps Mirror Executive CIC Plan Period” shall have the meaning ascribed thereto in Section 8.03 of this Agreement.

 “Newco Scripps Mirror Executive Severance Plan” shall have the meaning ascribed thereto in Section 8.04 of this Agreement.

“Newco Scripps Mirror Executive Severance Plan Period” shall have the meaning ascribed to it in Section 8.04 of this Agreement.

“Newco Scripps Mirror Nonqualified Plans” shall have the meaning ascribed thereto in Section 6.01 of this Agreement.

“Newco Scripps Mirror Retention Plan” shall have the meaning ascribed to it in Section 8.05 of this Agreement.

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“Newco Scripps Mirror Retention Plan Period” shall have the meaning ascribed to it in Section 8.05 of this Agreement.

“Newspaper Leave Employees” means, collectively, the Scripps Newspaper Leave Employees and the Journal Newspaper Leave Employees.

 “Nonqualified Plans” means, collectively, the Scripps Nonqualified Plans and the Journal Nonqualified Plans.

“Participating Company” means Scripps and any Person (other than an individual) participating in a Scripps Benefit Plan.

“Parties” means all of the parties to this Agreement, as set forth in the Preamble.

“PPACA” shall have the meaning ascribed thereto in Section 5.07(f) of this Agreement.

“Prior Plan” shall have the meaning ascribed thereto in Section 2.01(f) of this Agreement.

“Retiree Medical Programs” means the Scripps Retiree Medical Program, the Journal Retiree Program, and the Newco Retiree Program.

“Scripps” shall have the meaning ascribed thereto in the preamble to this Agreement.

“Scripps Broadcast Employees” means all current and former employees of Scripps and its Subsidiaries, other than Active Transferring Scripps Employees and Scripps Newspaper Leave Employees.

“Scripps Director” means any individual who is a current or former director of Scripps as of the Closing Date.

“Scripps Employee” means any individual who, immediately following the Broadcast Merger Effective Time, will be an employee of Scripps or a Subsidiary or Affiliate thereof, including active employees and employees on vacation and approved leave of absence (including maternity, paternity, family, sick, paid time off, short-term or long-term disability leave, qualified military service under the Uniformed Services Employment and Reemployment Rights Act of 1994, and leave under the Family and Medical Leave Act and other approved leaves).

“Scripps Employee Reimbursement Account Plan” has the meaning ascribed to it in Section 5.05 of this Agreement.

“Scripps Employee Stock Purchase Plan” means The ▇.▇. ▇▇▇▇▇▇▇ Company Employee Stock Purchase Plan.

“Scripps ESPP Suspension Date” shall have the meaning ascribed to it in Section 8.02(a) of this Agreement.

“Scripps Executive CIC Plan” shall have the meaning ascribed to it in Section 8.03 of this Agreement.

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“Scripps Executive Severance Plan” shall have the meaning ascribed to it in Section 8.04 of this Agreement.

 “Scripps Group” means, as of the Broadcast Merger Effective Time, Scripps and each of its Subsidiaries (or any predecessor organization thereof), and any corporation or entity that may become part of such group from time to time thereafter.  The Scripps Group shall not include any member of the Newco Group.

“Scripps Indemnified Parties” shall have the meaning ascribed thereto in Section 10.01 of this Agreement.

“Scripps Newspaper Benefit Plan” means any Benefit Plan sponsored or maintained solely by a Scripps Newspaper Entity or to which contributions are made or benefits accrued, with respect to a Scripps Transferring Employee.

“Scripps Newspaper Leave Employees” means Transferring Scripps Employees who do not become Active Transferring Scripps Employees on the Scripps Newspaper Distribution Date by reason of being on a Leave of Absence

“Scripps Newspaper Merger Sub” shall have the meaning ascribed thereto in the preamble to this Agreement.

“Scripps Nonqualified Plans” means, collectively, the Scripps Executive Deferred Compensation Plan, the Scripps Transition Credit Plan, the Scripps Supplemental Executive Retirement Plan, and The ▇.▇. ▇▇▇▇▇▇▇ Company Selected Employees Retirement Program (i.e., individual arrangements maintained by Scripps and its Affiliates for the benefit of retiring employees to provide deferred compensation payments following retirement, as documented in writing or on the books and records of Scripps).

“Scripps Option” means an option to purchase Scripps Class A Common Shares pursuant to a Scripps Share Plan.

“Scripps Participant” means any individual who, immediately following the Broadcast Merger Effective Time, is a Scripps Employee, a Former Scripps Employee or a beneficiary, dependent or alternate payee of any of the foregoing and who is not a Journal Participant.

“Scripps Phantom Stock Units” means a unit credited under The ▇.▇. ▇▇▇▇▇▇▇ Company 1997 Deferred Compensation and Stock Plan for Directors representing a general unsecured promise by Scripps to deliver a certain number of Scripps Class A Common Shares (or the cash equivalent thereof) in the future.

“Scripps Post-Transaction Share Value” means the average of the volume weighted average of the trading price per share of Scripps Class A Common Shares trading on an “ex-distribution” basis as reported on the NYSE for the ten full NYSE trading days immediately following the Closing Date.

“Scripps Pre-Transaction Share Value” means the average of the volume weighted average of the trading price per share of Scripps Class A Common Shares trading on a “regular way” basis as reported on the NYSE for the ten full NYSE trading days immediately preceding the Closing Date.

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“Scripps Property Plans” means the following defined benefit pension plans: (a) Knoxville Newspaper Editorial Retirement Income Plan; and (b) the Memphis Plans.

“Scripps Ratio” means the quotient obtained by dividing (a) the Scripps Post-Transaction Share Value, by (b) the Scripps Pre-Transaction Share Value.

“Scripps Reimbursement Account Plan” shall have the meaning ascribed thereto in Section 5.05 of this Agreement.

“Scripps Restricted Share Units” means the general unsecured promise by Scripps to deliver a certain number of Scripps Class A Common Shares in the future pursuant to a Scripps Share Plan.

“Scripps Retention Plan” shall have the meaning ascribed to it in Section 8.05 of this Agreement.

 “Scripps Retiree Medical Program” shall have the meaning ascribed thereto in Section 5.04(c)(i) of this Agreement and described in Exhibit C.

“Scripps Retirement Plan” means the Scripps Pension Plan (including the Scripps Group Pension Plan).

“Scripps RIP” means the Scripps Retirement and Investment Plan, (including the Scripps Group Retirement and Investment Plan With Match, and the Scripps Group Retirement and Investment Plan Without Match).

“Scripps Share Plans” means, collectively, The ▇.▇. ▇▇▇▇▇▇▇ Company 2010 Long-Term Incentive Plan, The ▇.▇. ▇▇▇▇▇▇▇ Company Amended and Restated 1997 Long-Term Incentive Plan, The ▇.▇. ▇▇▇▇▇▇▇ 1997 Deferred Compensation and Stock Plan for Directors, and any other stock option or stock incentive compensation plan or arrangement maintained before the Closing Date for employees, officers, non-employee directors or other independent contractors of Scripps or its Subsidiaries or Affiliates, as amended (exclusive of the Scripps Employee Stock Purchase Plan).

“Scripps Spinco” shall have the meaning ascribed thereto in the preamble to this Agreement.

“Scripps Welfare Plans” shall have the meaning ascribed thereto in Section 5.02 of this Agreement.

“Successor Plan” shall have the meaning ascribed thereto in Section 2.01(f) of this Agreement.

“SNOC” shall have the meaning ascribed thereto in the preamble to this Agreement.

“Third-Party Claim” shall have the meaning ascribed thereto in Section 10.03(a) of this Agreement.

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“Transferred Employees Reimbursement Account Plan” shall have the meaning ascribed thereto in Section 5.05 of this Agreement.

“Transferring Journal Employee” except as otherwise provided in this Agreement, means any individual who, as of the Journal Newspaper Distribution, either (a)(i) is then a current employee of (including any full-time, part-time, temporary employee or an individual in any other employment relationship with), or then on a leave of absence (including, without limitation, paid or unpaid leave, disability, medical, personal or any other form of leave) from, any Journal Newspaper Entity and (ii) who is primarily employed in connection with the Journal Newspaper Business, or (b) has been designated by Journal as a Transferring Journal Employee on Section 1.01 of the Schedules hereto, subject to the consent of Scripps, which consent shall not unreasonably be withheld, delayed or conditioned, under the heading “Transferring Journal Employees.”  A Transition Period Services Provider shall not be considered a Transferring Journal Employee unless and until employed by Newco after the Transition Period End Date.

“Transferring Scripps Employee” means any individual who, as of the Scripps Newspaper Distribution, either (a)(i) is then a current employee of (including any full-time, part-time, temporary employee or an individual in any other employment relationship with), or then on a leave of absence (including, without limitation, paid or unpaid leave, disability, medical, personal or any other form of leave) from, any Scripps Newspaper Entity and (ii) who is primarily employed in connection with the Scripps Newspaper Business, or (b) has been designated by Scripps as a Transferring Scripps Employee on Section 1.01 of the Schedules hereto, subject to the consent of Journal, which consent shall not unreasonably be withheld, delayed or conditioned, under the heading “Transferring Scripps Employees.”  A Transition Period Services Provider shall not be considered a Transferring Scripps Employee unless and until employed by Newco after the Transition Period End Date.

“Transition Credit” shall have the meaning ascribed to it in Section 6.03 of this Agreement.

“Transition Credit Contribution” shall have the meaning ascribed to it in Section 4.01(d) of this Agreement.

“Transition Period” means, with respect to each Scripps Benefit Plan in which any Newco Group member is a Participating Company, the period of time beginning on the Closing Date and ending on December 31, 2015, or such other ending date as may later be agreed upon by the Parties.

“Transition Period End Date” means the last day of the Transition Period.

“Transition Period Services Providers” shall have the meaning ascribed to it in Section 2.05 of this Agreement.

SECTION 1.03    General Interpretive Principles.  Words in the singular shall include the plural and vice versa, and words of one gender shall include the other gender, in each case, as the context requires.  The words “hereof,” “herein,” “hereunder,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement and not to any particular provision of this Agreement, and references to Article, Section, paragraph, exhibit and schedule are references to the Articles, Sections, paragraphs, exhibits and schedules to this Agreement unless otherwise specified.  The word “including” and words of similar import when used in this Agreement shall mean “including, without limitation,” unless otherwise specified.  Any reference to any federal, state, local or non-U.S. statute or Applicable Law shall be deemed to also refer to all rules and regulations promulgated thereunder, unless the context otherwise requires.

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ARTICLE II

GENERAL PRINCIPLES

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SECTION 2.03    No Third Party Beneficiaries.  No Active Transferring Scripps Employee or beneficiary or dependent thereof, Active Transferring Journal Employee or beneficiary or dependent thereof, or any other future, present or former employee of Scripps, Journal, Newco or any of their respective Subsidiaries or Affiliates shall have any third party beneficiary rights or rights to any specific levels of compensation or benefits or rights to continued employment as a result of the application of this Article 2 or any other provision of this Agreement or the MTA.

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ARTICLE III

QUALIFIED DEFINED BENEFIT PLANS

SECTION 3.01    Scripps Retirement Plan.  Scripps shall continue to sponsor, maintain and fund the Scripps Retirement Plan.  Transferring Scripps Employees shall no longer be eligible to participate in the Scripps Retirement Plan upon the Closing Date, and shall not be eligible to continue to accrue future pay credits or benefits, become eligible (if not already) for any forms of subsidized early retirement benefits, or otherwise become eligible for the Scripps Retiree Medical Program after the Closing Date.  Scripps will continue to administer the Scripps Retirement Plan for the benefit of the Transferring Scripps Employees and their beneficiaries or alternate payees.  No Journal Broadcast Employee will be eligible to participate in the Scripps Retirement Plan.  Scripps also will continue to maintain and administer that portion of the Scripps Retirement Plan that is comprised of, and sponsored by, the Albuquerque Publishing Company and Journal Publishing Company provided, however, that nothing in this Agreement shall limit in any way whatsoever, any future decisions by Scripps to amend, freeze, merge, or terminate the Scripps Retirement Plan, in particular, with respect to Transferring Scripps Employees or the participants in and through the Albuquerque Publishing Company and Journal Publishing Company.  Newco shall have no Liabilities with respect to the Scripps Retirement Plan including no liability with respect to participants in the Albuquerque Publishing Company or the Journal Publishing Company portions of the Scripps Retirement Plan.

SECTION 3.02    Scripps Property Plans.  Scripps shall continue to maintain, administer, and fund, all as required by Applicable Law, the Scripps Property Plans.  Scripps shall continue to sponsor the Knoxville Newspaper Editorial Retirement Income Plan.  No new participants shall ever become eligible to participate in any of these plans.  With regard to the Memphis Plans, Scripps and Memphis Publishing Company shall take such actions as are necessary to cause Scripps to become the successor plan sponsor on the Closing Date.  Nothing in this Agreement shall limit in any way whatsoever, any future decisions by Scripps to amend, freeze, merge, or terminate any one or all of the Scripps Property Plans at any time, or from time to time.

SECTION 3.03    Journal Retirement Plan.  At the Broadcast Merger Effective Time, Scripps shall become the successor plan sponsor of the Journal Retirement Plan and shall maintain, administer, and fund the plan in accordance with Applicable Law. Scripps shall also assume Journal’s rights and responsibilities with respect to the trust assets which fund the Journal Retirement Plan.  Journal shall file such forms, attachments, enclosures, and related information, as is necessary under Applicable Law, to notify the IRS, the Pension Benefit Guaranty Corporation, and all affected participants, retirees, beneficiaries, and alternate payees of the transfer of plan sponsorship to Scripps.  Journal shall amend the Journal Retirement Plan, as necessary, to effectuate this transfer, and shall cooperate with Scripps as necessary, and provide all information, data, and records in its possession to enable Scripps to carry out this function.  Journal shall notify all vendors and advisors of the plan of this transfer and assign any and all rights to contracts with these vendors and advisors to Scripps; provided, however, that Scripps shall not be required to utilize or contract with these vendors and advisors and shall be free, in any event, to substitute other vendors and advisors to provide services for the plan.  Scripps agrees to accept the transfer of sponsorship, administer the plan in accordance with its terms, and to operate, fund, and maintain the plan in accordance with its terms and with Applicable Law and shall take such actions as are necessary and proper to effectuate this transfer and assumption of sponsorship; provided, however, that nothing in this Agreement shall limit in any way whatsoever any future decisions by Scripps to amend, freeze, merge, or terminate the Journal Retirement Plan after the Closing Date.

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ARTICLE IV

QUALIFIED DEFINED CONTRIBUTION PLANS

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SECTION 4.02    Account Balance Transfer Rules.  All balances (except for loans) shall be transferred in cash and no balances (except for loans) shall be transferred in-kind except to the extent an in-kind transfer is acceptable to the applicable vendor and reduces transfer costs.  Loan balances shall be transferred in kind; provided, however the entire account balance (including the loans) must be transferred and, subject to Applicable Law and any required consent of the participants, any such loans may be reamortized as required to reflect any differences in payroll periods.

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ARTICLE V

HEALTH AND WELFARE PLANS

SECTION 5.01    Health and Welfare Plans Maintained by Journal Prior to the Closing Date.  Journal or one or more of its Subsidiaries or Affiliates maintains each of the health and welfare plans set forth on Exhibit A attached hereto (the “Journal Welfare Plans”) for the benefit of eligible Journal Employees.  Effective as of the Broadcast Merger Effective Time, Scripps (or one of its Subsidiaries or Affiliates) will become the successor plan sponsor to the Journal Welfare Plans. At such time, and thereafter, either Scripps (or one of its Subsidiaries or Affiliates) shall continue to maintain, at their sole discretion, the Journal Welfare Plans.  Except as expressly provided in this Agreement, nothing in this Agreement is intended to limit in any way whatsoever Scripps’ ability to amend, merge, or terminate any Journal Welfare Plan after the Broadcast Merger Effective Time.

SECTION 5.02    Health and Welfare Plans Maintained by Scripps Prior to the Closing Date.  Scripps or one or more of its Subsidiaries or Affiliates maintains each of the health and welfare plans set forth on Exhibit B attached hereto (the “Scripps Welfare Plans”) for the benefit of eligible Scripps Employees.

 

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SECTION 5.05    Reimbursement Account Plans.  Effective as of the Closing Date, Newco (acting directly or through its Subsidiaries or Affiliates) shall establish a health and dependent care reimbursement account plan (the “Scripps Transferred Employees Reimbursement Account Plan”) with features that are comparable to those contained in the health and dependent care reimbursement account plan maintained by Scripps for the benefit of Transferring Scripps Employees immediately prior to the Closing Date (the “Scripps Employee Reimbursement Account Plan”).  Effective as of the Closing Date, Newco (acting directly or through its Subsidiaries or Affiliates) shall establish a health and dependent care reimbursement account plan (the “Journal Transferred Employees Reimbursement Account Plan”) with features that are  comparable to those contained in the health and dependent care reimbursement account plan maintained by Journal for Transferring Journal Employees immediately prior to the Closing Date) (the “Journal Employee Reimbursement Account Plan”). The Scripps Transferred Employees Reimbursement Account Plan and the Journal Transferred Employees Reimbursement Plan shall continue in effect the elections previously made by participants under, and provide benefits previously provided by, the Scripps Employee Reimbursement Account Plan and the Journal Reimbursement Account Plan.  Effective as of the Closing Date, Scripps (acting directly or through its Subsidiaries or Affiliates) shall assume the health and dependent care reimbursement account plan previously adopted by Journal (the “Journal Broadcast Employee Reimbursement Account Plan”).

SECTION 5.06    COBRA.  Effective as of the Closing Date, Scripps (acting directly or through its Subsidiaries or Affiliates) shall assume, or shall have caused its plans, or the Journal Welfare Plans to assume, responsibility for compliance with the health care continuation coverage requirements of COBRA with respect to all employees who, as of the day prior to the Closing Date either were covered under a Journal Welfare Plan or a Scripps Welfare Plan respectively pursuant to COBRA or were eligible to make a COBRA election (i.e., terminated prior to Closing but still in the COBRA election period).    Effective as of the Closing Date, each of Scripps (acting directly or through its Subsidiaries or Affiliates) and Newco (acting directly or through its Subsidiaries or Affiliates) shall assume responsibility for compliance with the healthcare continuation requirements of COBRA with respect to their respective employees who experience a COBRA qualifying event on and after the Closing Date.  The Parties agree that the Transactions will constitute a qualifying event under COBRA for Active Transferring Journal employees and Active Transferring Scripps Employees.

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SECTION 5.08    Health Savings Accounts (“HSAs”) as of the Closing Date.  The parties agree that each HSA account is an individual account that is controlled by each individual account holder.  The Parties agree that an individual’s HSA account is not subject to ERISA, and neither Scripps nor Newco will administer any HSA account of an individual.

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ARTICLE VI

NONQUALIFIED PLANS

SECTION 6.01    Scripps Nonqualified Plans.  Prior to the Distribution Time, Newco shall establish a non-qualified deferred compensation plan or plans that provide benefits substantially comparable in all material respects to the benefits provided under the Scripps Nonqualified Plans, as in effect on the date of this Agreement (the “Newco Scripps Mirror Nonqualified Plans”).  As of the Distribution Time, all individuals who participated in the Scripps Nonqualified Plans immediately prior to the Distribution Time and who are either (a) Transferring Scripps Employees or (b) Former Scripps Employees who, at the time of termination of employment, were primarily employed in connection with the Scripps Newspaper Business (“Former Scripps Nonqualified Plan Participants”) shall cease to participate in the Scripps Nonqualified Plans and, as of the Newspaper Merger Effective Time, Newco shall cause such Former Scripps Nonqualified Plan Participants to commence participation in the Newco Scripps Mirror Nonqualified Plans on terms and conditions substantially comparable in all material respects to those under the Scripps Nonqualified Plans.  Effective as of the Newspaper Merger Effective Time, Newco hereby agrees to cause the Newco Scripps Mirror Nonqualified Plans to assume and to pay, perform, fulfill and discharge all Liabilities under the Scripps Nonqualified Plans with respect to all Former Scripps Nonqualified Plan Participants therein.  Newco (acting directly or through its Affiliates) shall be responsible for any and all Liabilities and other obligations with respect to the Newco Scripps Mirror Nonqualified Plans. Newco shall cause the Newco Scripps Mirror Nonqualified Plans to recognize and maintain all elections (including deferral, distribution and investment elections) and beneficiary designations with respect to Former Scripps Nonqualified Plan Participants under the Scripps Nonqualified Plans for the remainder of the period or periods for which such elections or designations are by their original terms applicable, to the extent such election or designation is available under the Newco Scripps Mirror Nonqualified Plans.  The Newco Scripps Mirror Nonqualified Plans shall be designed and implemented in such a manner that the assumption of Liabilities and other obligations pursuant to this Section 6.01 shall not, by itself, constitute a change in the time or form of payment or an acceleration of payment with respect to any Former Scripps Nonqualified Plan Participant for purposes of Section 409A of the Code.  The Newco Board of Directors may, in its sole discretion, limit participation in the Newco Scripps Mirror Nonqualified Plans solely to Former Scripps Nonqualified Plan Participants.  Neither Scripps, Journal nor their Affiliates shall have any obligations with respect to the Newco Scripps Mirror Nonqualified Plans, as they may be amended from time to time.  Effective as of the Distribution Time, Scripps shall retain and hereby agrees to pay, perform, fulfill and discharge all Liabilities under the Scripps Nonqualified Plans and The ▇.▇. ▇▇▇▇▇▇▇ Company 1997 Deferred Compensation and Stock Plan for Directors, as they may be amended from time to time, with respect to participants other than Transferring Scripps Employees.  Newco and its Affiliates shall have no liability or responsibility with respect to the Scripps Nonqualified Plans.

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SECTION 6.02    Journal Nonqualified Plans.  Prior to the Distribution Time, Newco shall establish a non-qualified deferred compensation plan or plans that provide benefits substantially comparable in all material respects to the benefits provided under the Journal Nonqualified Plans, as in effect on the date of this Agreement (the “Newco Journal Mirror Nonqualified Plans”).  As of the Distribution Time, all individuals who participated in the Journal Nonqualified Plans immediately prior to the Distribution Time and who are either (a) Transferring Journal Employees or (b) Former Journal Employees who, at the time of termination of employment, were primarily employed in connection with the Journal Newspaper Business (“Former Journal Nonqualified Plan Participants”) shall cease to participate in the Journal Nonqualified Plans and, as of the Newspaper Merger Effective Time, Newco shall cause such Former Journal Nonqualified Plan Participants to commence participation in the Newco Journal Mirror Nonqualified Plans on terms and conditions substantially comparable in all material respects to those under the Journal Nonqualified Plans.  Effective as of the Newspaper Merger Effective Time, Newco hereby agrees to cause the Newco Journal Mirror Nonqualified Plans to assume and to pay, perform, fulfill and discharge all Liabilities under the Journal Nonqualified Plans with respect to all Former Journal Nonqualified Plan Participants therein.  Newco (acting directly or through its Affiliates) shall be responsible for any and all Liabilities and other obligations with respect to the Newco Journal Mirror Nonqualified Plans.  Newco shall cause the Newco Journal Mirror Nonqualified Plans to recognize and maintain all elections (including deferral, distribution and investment elections) and beneficiary designations with respect to Former Journal Nonqualified Plan Participants under the Journal Nonqualified Plans for the remainder of the period or periods for which such elections or designations are by their original terms applicable, to the extent such election or designation is available under the Newco Journal Mirror Nonqualified Plans.  The Newco Journal Mirror Nonqualified Plans shall be designed and implemented in such a manner that the assumption of Liabilities and other obligations pursuant to this Section 6.02 shall not, by itself, constitute a change in the time or form of payment or an acceleration of payment with respect to any Former Journal Nonqualified Plan Participant for purposes of Section 409A of the Code.  The Newco Board of Directors may, in its sole discretion, limit participation in the Newco Journal Mirror Nonqualified Plans solely to Former Journal Nonqualified Plan Participants.  Neither Scripps, Journal nor their Affiliates shall have any obligations with respect to the Newco Journal Mirror Nonqualified Plans, as they may be amended from time to time.  Effective as of the Broadcast Merger Effective Time, Journal shall assign to Scripps, and Scripps shall assume or retain, as applicable, and Scripps hereby agrees to pay, perform, fulfill and discharge all Liabilities under the Journal Nonqualified Plans, as they may be amended from time to time, with respect to participants other than Transferring Journal Employees.  Newco and its Affiliates shall have no liability or responsibility with respect to the Journal Nonqualified Plans.

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SECTION 6.03    Scripps Transition Credit Plan.  Prior to the Closing Date, Scripps shall credit an amount to the account of each Transferring Scripps Employee who participates in the Scripps Transition Credit Plan equal to the “Transition Credit” (as defined under the Scripps Transition Credit Plan) that the Transferring Scripps Employee would have received under the terms of that plan in effect on the date of this Agreement had his or her employment with Scripps continued from the Distribution Time until December 31, 2015, after taking into account the Transition Credit contributed to the Scripps RIP on behalf of such Transferring Scripps Employee in accordance with Section 4.01(d) of this Agreement, assuming for this purpose that the rate of the Transferring Scripps Employee’s eligible quarterly compensation for the period that the Transferring Scripps Employee is deemed to be so employed shall equal the rate in effect for the calendar quarter ending immediately prior to the Closing Date (but excluding, for this purpose only, any one-time or annual payments, such as annual incentives).  Except as specifically provided in this Section 6.03, in no event shall a Transferring Scripps Employee receive a Transition Credit with respect to any service or compensation commencing on or after the Closing Date.

SECTION 6.04    Impact of Transactions.  Scripps, Journal and Newco acknowledge and agree that none of the Transactions alone will trigger a separation from service (within the meaning of Section 409A of the Code) of any participant in the Nonqualified Plans.

ARTICLE VII

LONG-TERM INCENTIVE AWARDS

SECTION 7.01    Long-Term Incentive Awards.  Prior to the Closing Date, Scripps and Journal shall take all actions necessary or appropriate to effect the provisions of this Article VII, including obtaining any required consents.

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SECTION 7.07    Treatment of Scripps Phantom Stock Units.  Each Scripps Phantom Stock Unit outstanding immediately prior to the Distribution Time shall be adjusted, as of the Distribution Time, so that the number of Scripps Class A Common Shares subject to such adjusted Scripps Phantom Stock Unit shall be equal to the quotient obtained by dividing (a) the number of Scripps Class A Common Shares subject to the corresponding Scripps Phantom Stock Unit immediately prior to the Distribution Time, by (b) the Scripps Ratio, with fractional shares rounded down to the nearest whole share.  At and after the Distribution Time, the Scripps Phantom Stock Units shall continue to be governed by and paid in accordance with the terms of the applicable plan.

SECTION 7.08    Journal Share Plans.  Journal shall take all actions necessary or appropriate to ensure that, as of the Closing Date, the Journal Share Plans shall terminate and no holder of Journal SARs, Journal Restricted Shares or Journal Performance Units and no participant in any Journal Share Plan shall have any rights to acquire, or other rights in respect of, the capital stock of Journal except the rights contemplated by Sections 7.03, 7.05 and 7.06 hereof.

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ARTICLE VIII

ADDITIONAL COMPENSATION ACTIONS

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SECTION 8.04    Scripps Executive Severance Plan.  Prior to the Distribution Time, Newco shall take such actions as are necessary to adopt an executive severance plan (the “Newco Scripps Mirror Executive Severance Plan”) that provides benefits substantially comparable in all material respects to the benefits provided under The ▇.▇. ▇▇▇▇▇▇▇ Company Executive Severance Plan (the “Scripps Executive Severance Plan”), as in effect on the date of this Agreement, for a period of one year after the Closing Date (the “Newco Scripps Mirror Executive Severance Plan Period”).  As of the Distribution Time, Transferring Scripps Employees who participated in the Scripps Executive Severance Plan immediately prior to the Distribution Time (“Former Scripps Executive Severance Plan Participants”) shall cease to participate in the Scripps Executive Severance Plan and, as of the Newspaper Merger Effective Time, Newco shall cause such Former Scripps Executive Severance Plan Participants to commence participation in the Newco Scripps Mirror Executive Severance Plan for the Newco Scripps Mirror Executive Severance Plan Period on terms and conditions substantially comparable in all material respects to those under the Scripps Executive Severance Plan, provided that the Newco Board of Directors may not amend or terminate the Newco Scripps Mirror Executive Severance Plan in a manner that materially adversely affects the rights of a Former Scripps Executive Severance Plan Participant during the Newco Scripps Mirror Executive Severance Plan Period; provided, however, that following the conclusion of the Scripps Mirror Executive Severance Plan Period, the Newco Board of Directors may, in its sole discretion, amend or terminate the Newco Scripps Mirror Executive Severance Plan in accordance with the terms thereof with respect to Former Scripps Executive Severance Plan Participants or otherwise.  The Newco Board of Directors may, in its sole discretion, limit participation in the Newco Scripps Mirror Executive Severance Plan solely to Former Scripps Executive Severance Plan Participants.  Scripps shall have no obligations with respect to the Newco Scripps Mirror Executive Severance Plan, as it may be amended from time to time.  Effective as of the Distribution Time, Scripps shall retain and hereby agrees to pay, perform, fulfill and discharge all Liabilities under the Scripps Executive Severance Plan, as it may be amended from time to time, with respect to Scripps Participants.

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SECTION 8.05    Scripps Retention Plan for General Managers and Publishers.  Prior to the Distribution Time, Newco shall take such actions as are necessary to adopt a retention plan (the “Newco Scripps Mirror Retention Plan”) that provides benefits substantially comparable in all material respects to the benefits provided under The ▇.▇. ▇▇▇▇▇▇▇ Company Retention Plan for General Managers and Publishers (the “Scripps Retention Plan”), as in effect on the date of this Agreement, for a period of one year after the Closing Date (the “Newco Scripps Mirror Retention Plan Period”).  As of the Distribution Time, Transferring Scripps Employees who participated in the Scripps Retention Plan immediately prior to the Distribution Time (the “Former Scripps Retention Plan Participants”) shall cease to participate in the Scripps Retention Plan and, as of the Newspaper Merger Effective Time, Newco shall cause such Former Scripps Retention Plan Participants to commence participation in the Newco Scripps Mirror Retention Plan for the Newco Scripps Mirror Retention Plan Period on terms and conditions substantially comparable in all material respects to those under the Scripps Retention Plan, provided that the Newco Board of Directors may not amend or terminate the Newco Scripps Mirror Retention Plan in a manner that materially adversely affects the rights of a Former Scripps Retention Plan Participant during the Newco Scripps Mirror Retention Plan Period; provided, however, the following the conclusion of the Newco Scripps Mirror Retention Plan Period, the Newco Board of Directors may, in its sole discretion, amend or terminate the Newco Scripps Mirror Retention Plan in accordance with the terms thereof with respect to Former Scripps Retention Plan Participants Employees or otherwise.  The Newco Board of Directors may, in its sole discretion, limit participation in the Newco Scripps Mirror Retention Plan solely to Former Scripps Retention Plan Participants.  Effective as of the Distribution Time, Scripps shall retain and hereby agrees to pay, perform, fulfill and discharge all Liabilities under the Scripps Retention Plan with respect to Scripps Participants.

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SECTION 8.09    Effect of the Transactions on Severance.  Scripps, Journal and Newco acknowledge and agree that none of the Transactions will trigger a separation from service (within the meaning of Section 409A of the Code) or other termination of employment of any Scripps Employee, Transferring Scripps Employee, Journal Employee or Transferring Journal Employee for purposes of any policy, plan, program or agreement maintained by Scripps, Journal, Newco or any of their respective Affiliates and Subsidiaries that provides for the payment of severance, separation pay, salary continuation or similar benefits in the event of a termination of employment.  In the event of a claim that the Transactions triggered a separation from service (within the meaning of Section 409A of the Code) or other termination of employment of any Scripps Employee, Former Scripps Employee, Transferring Scripps Employee, Journal Employee, Former Journal Employee or Transferring Journal Employee for purposes of any policy, plan, program or agreement maintained by Scripps, Journal, Newco or any of their respective Affiliates and Subsidiaries that provides for the payment of severance, separation pay, salary continuation or similar benefits in the event of a termination of employment, any liability for such claims shall be borne by Scripps to the extent such claim relates to any Scripps Employee, Former Scripps Employee, or Transferring Scripps Employee, and by Journal to the extent such claim relates to any Journal Employee, Former Journal Employee or any Transferring Journal Employee.

SECTION 8.10    Adoption of Equity Incentive Plans by Newco.  Prior to the Distribution Time, Newco shall (a) take such actions as are necessary to adopt an equity incentive plan, on terms and conditions to be established by the Newco Board of Directors in its sole discretion, and (b) receive shareholder approval with respect to such plan to the extent Newco deems necessary or appropriate to comply with (or qualify for an exemption from) Applicable Laws.

SECTION 8.11    Employment Tax Reporting Responsibility.   Each of Scripps, Journal and Newco agrees to follow (or cause its Subsidiaries to follow) the standard procedure for United States employment tax reporting as provided in Section 4 of Rev. Proc. 2004-53, 2004-34 I.R.B. 320 with respect to Transferring Scripps Employees, Transferring Journal Employees and Journal Participants.  Scripps Spinco and Journal Spinco will act as successor employers to Transferring Scripps Employees and Transferring Journal Employees within the meaning of Section 3121(a)(1) of the Code and will adjust the withhold taxes on compensation paid to those individuals following the Distribution Time in accordance with that provision.  Following the Broadcast Merger Effective Time, Scripps Broadcast Surviving LLC will act as successor employer to Journal Participants within the meaning of Section 3121(a)(1) of the Code and will adjust the withhold taxes on compensation paid to those individuals following the Broadcast Merger Effective Time in accordance with that provision.

SECTION 8.12    Section 409A of the Code.  Notwithstanding anything in this Agreement to the contrary, the Parties agree to negotiate in good faith regarding the need for any treatment different from that otherwise provided herein to ensure compliance with, or to maintain exemption from, Section 409A of the Code.

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ARTICLE IX

WORKERS’ COMPENSATION LIABILITIES

SECTION 9.01    Pre-Closing Date Claims.  Notwithstanding anything in this Agreement or the MTA to the contrary, Scripps and its Subsidiaries (other than the ▇▇▇▇▇▇’▇ Newspaper Entities) shall retain all Assets and Liabilities relating to workers’ compensation claims paid to or on behalf of Transferring Scripps Employees prior to the Closing Date; and, Journal and its Subsidiaries (other than the Journal Newspaper Entities) shall retain all Assets and Liabilities relating to workers’ compensation claims paid to or on behalf of Transferring Journal Employees or Journal Broadcast Employees prior to the Closing Date.  All such claims shall be paid in the ordinary course in accordance with past practice and Newco and Scripps shall cooperate to obtain appropriate insurance recoveries and coverage.

SECTION 9.02    Post-Closing Date Claims.  Scripps shall retain all Assets and Liabilities relating to workers’ compensation claims paid to or on behalf of Journal Broadcast Employees and Journal Newspaper Leave Employees on or after the Closing Date; and, Newco shall retain all Assets and Liabilities relating to workers’ compensation claims paid to or on behalf of Active Transferring Journal Employees or Active Transferring Scripps Employees on or after the Closing Date.

SECTION 9.03    Independent Contractors.  Any independent contractor who is covered by workers compensation pursuant to Section 102.07 of the Wisconsin Statutes, or pursuant to the comparable law of another state, shall be covered by the provisions of this Article IX.

SECTION 9.04    Cooperation. Scripps and Newco shall cooperate in good faith with respect to the notification to appropriate Governmental Authorities of the Distributions, the Newspaper Mergers, and Broadcast Merger and the issuance of new, or the transfer of existing, workers’ compensation insurance policies and claims handling contracts.

SECTION 9.05    Reimbursements for Newspaper Leave Employees. Newco will reimburse Scripps for all Liabilities relating to workers’ compensation (for which there are no Assets transferred to Scripps to cover such Liabilities) paid or satisfied after Closing, with respect to Journal Newspaper Leave Employees and Scripps Newspaper Leave Employees.

ARTICLE X

INDEMNIFICATION

SECTION 10.01    Indemnification by Newco.  Newco shall indemnify, defend, release and hold harmless Scripps, each member of the Scripps Group and each of their respective directors, officers and employees, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Scripps Indemnified Parties”), from and against any and all Damages actually incurred or suffered by the Scripps Indemnified Parties relating to, arising out of or resulting from (a) any breach by Newco or any member of the Newco Group of this Agreement or (b) any Liability assumed by Newco hereunder.

SECTION 10.02    Indemnification by Scripps.  Scripps shall indemnify, defend, release and hold harmless Newco, each member of the Newco Group and each of their respective directors, officers and employees, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Newco Indemnified Parties,” and, together with Scripps Indemnified Parties, the “Indemnified Parties”), from and against any and all Damages actually incurred or suffered by the Newco Indemnified Parties relating to, arising out of or resulting from any (a) breach by Scripps or any member of the Scripps Group of this Agreement or (b) any Liabilities assumed by Scripps hereunder.

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SECTION 10.04    Calculation of Damages.  Any Damages payable by an Indemnifying Party pursuant to Article X shall be (a) reduced by any proceeds recovered by the Indemnified Party under applicable insurance policies, net of any costs incurred by the Indemnified Party in obtaining such proceeds, (b) reduced by any indemnity, contribution or other similar payment paid to the Indemnified Party by any Third Party with respect to such Damages, net of any costs incurred by the Indemnified Party in obtaining such payment and (c) reduced by an amount equal to any net tax benefit actually realized by the Indemnified Party as a consequence of such Damages.  If an Indemnified Party receives a payment required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives insurance proceeds, then the Indemnified Party will pay to the Indemnifying Party an amount equal to the excess of the payment received over the amount of the payment that would have been due if the insurance proceeds had been received, realized or recovered before the payment was made by the Indemnifying Party.  Neither Scripps nor Newco shall be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including business interruption, loss of profit or loss of future revenue.

SECTION 10.05    Survival of Indemnities.  The rights and obligations of each of Scripps and Newco and their respective Indemnified Parties under this Article X shall survive the sale or other transfer by any Party of any Assets or the assignment by it of any Liabilities.

SECTION 10.06    Remedies Cumulative.  The remedies provided in this Article X shall be cumulative and shall not preclude assertion by any Indemnified Party of any other rights or the seeking of any and all other remedies against any Indemnifying Party; provided that the procedures set forth in this Article X shall be the exclusive procedures governing any indemnity action brought under this Agreement.

ARTICLE XI

GENERAL AND ADMINISTRATIVE

SECTION 11.01    Sharing Of Information.  Scripps and Newco (acting directly or through their respective Subsidiaries or Affiliates) shall provide to the other and their respective agents and vendors all Information as the other may reasonably request to enable the requesting Party to administer efficiently and accurately each of its Benefit Plans, to assist Newco in obtaining its own insurance policies to provide benefits under Newco Benefit Plans, to transfer state unemployment and workers’ compensation experience ratings and associated reserves, and to determine the scope of, as well as fulfill, its obligations under this Agreement; provided, however, that in the event that any Party reasonably determines that any such provision of Information could be commercially detrimental to such Party or any of its Affiliates or Subsidiaries, violate any Applicable Law or agreement to which such Party or member of its Affiliates or Subsidiaries is a party, or waive any attorney-client privilege applicable to such Party or member of its Affiliates or Subsidiaries, the Parties shall provide any such Information and the Parties shall take all reasonable measures to comply with the obligations pursuant to this Section 11.01 in a manner that mitigates any such harm or consequence to the extent practicable, and the Parties agree to cooperate with each other and take such commercially reasonable steps as may be practicable to preserve the attorney-client privilege with respect to the disclosure of any such Information.  Such Information shall, to the extent reasonably practicable, be provided in the format and at the times and places requested, but in no event shall the Party providing such Information be obligated to incur any out-of-pocket expenses not reimbursed by the Party making such request or make such Information available outside of its normal business hours and premises.  The Parties also hereby agree to enter into any business associate agreements that may be required for the sharing of any Information pursuant to this Agreement to comply with the requirements of HIPAA.

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SECTION 11.02    Reasonable Efforts/Cooperation.  Each of the Parties will use its commercially reasonable efforts to promptly take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under Applicable Laws and regulations to consummate the transactions contemplated by this Agreement, including adopting plans or plan amendments.  Each of the Parties shall cooperate fully on any issue relating to the transactions contemplated by this Agreement for which any other Party seeks a determination letter or private letter ruling from the IRS, an advisory opinion from the DOL or any other filing, consent or approval with respect to or by a Governmental Authority.

SECTION 11.03    Employer Rights.  Except as expressly set forth in this Agreement, nothing in this Agreement shall prohibit Newco or any of its Subsidiaries or Affiliates from amending, modifying or terminating any Newco Benefit Plan at any time within its sole discretion.  In addition, nothing in this Agreement shall prohibit Scripps or any of its Subsidiaries or Affiliates from amending, modifying or terminating any Scripps Benefit Plan at any time within its sole discretion.

SECTION 11.04    Non-Termination of Employment; No Third-Party Beneficiaries.  No provision of this Agreement or the MTA shall be construed to create any right, or accelerate entitlement, to any compensation or benefit whatsoever on the part of any Scripps Employee, Journal Employee or Newco Employee or other future, present, or former employee of any member of the Scripps Group or Newco Group under any Benefit Plan or otherwise.  Without limiting the generality of the foregoing, except as expressly provided in this Agreement, the occurrence of the Distributions, Newspaper Mergers, and Broadcast Merger, alone shall not cause any employee to be deemed to have incurred a termination of employment that entitles such individual to the commencement of benefits under any of the Benefit Plans.  Furthermore, this Agreement is solely for the benefit of the Parties hereto and their respective successors and permitted assigns.  Nothing in this Agreement, express or implied, is intended to or shall confer upon any other person or persons (including any employee or former employee of Scripps, Journal or Newco or any of their respective Subsidiaries or Affiliates or any beneficiary or dependent thereof) any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement.  No provision in this Agreement shall modify or amend any other agreement, plan, program, or document unless this Agreement explicitly states that the provision “amends” that other agreement, plan, program, or document.  This shall not prevent the Parties entitled to enforce this Agreement from enforcing any provision in this Agreement, but no other person shall be entitled to enforce any provision in this Agreement on the grounds that it is an amendment to another agreement, plan, program, or document unless the provision is explicitly designated as such in this Agreement, and the person is otherwise entitled to enforce the other agreement, plan, program, or document.  If a person not entitled to enforce this Agreement brings a lawsuit or other action to enforce any provision in this Agreement as an amendment to another agreement, plan, program, or document, and that provision is construed to be such an amendment despite not being explicitly designated as one in this Agreement, that provision in this Agreement shall be void ad initio, thereby precluding it from having any amendatory effect.  Furthermore, nothing in this Agreement is intended to confer upon any employee or former employee of Scripps, Journal or Newco or any of their respective Subsidiaries or Affiliates any right to continued employment, or any recall or similar rights to an individual on layoff or any type of approved leave.

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SECTION 11.05    Consent of Third Parties.  If any provision of this Agreement is dependent on the consent of any third party (e.g., any labor union) and such consent is withheld, the Parties hereto shall use their reasonable best efforts to implement the applicable provisions of this Agreement to the fullest extent practicable.  If any provision of this Agreement cannot be implemented due to the failure of such third party to consent, the Parties hereto shall negotiate in good faith to implement the provision in a mutually satisfactory manner.

SECTION 11.06    Union Negotiations.  Nothing in this Agreement shall be interpreted to require the Parties to violate any collective bargaining agreement or prevent the Parties from fulfilling any bargaining obligations they may have under the National Labor Relations Act.  However, the Parties will use their reasonable best efforts to negotiate changes to collective bargaining agreements or other agreements consistent with this agreement to the fullest extent practicable and will not negotiate changes to any collective bargaining agreement or negotiate any other agreements with any labor union that would materially adversely affect the Transactions or the nature, scope or volume of the Parties rights or obligations under this Agreement.

SECTION 11.07    Access to Employees.  Following the Closing Date, Scripps and Newco shall, or shall cause each of their respective Subsidiaries or Affiliates to, make available to each other those of their employees who may reasonably be needed in order to defend or prosecute any legal or administrative action (other than a legal action between any Scripps Group Member and any Newco Group Member) to which any employee, director or Benefit Plan of the Scripps Group or Newco Group is a party and which relates to their respective Benefit Plans prior to the Closing Date.  The Party to whom an employee is made available in accordance with this Section 11.06 shall pay or reimburse the other Party for all reasonable expenses that may be incurred by such employee in connection therewith, including all reasonable travel, lodging, and meal expenses, but excluding any amount for such employee’s time spent in connection herewith.

SECTION 11.08    Beneficiary Designation/Release of Information/Right to Reimbursement.  To the extent permitted by Applicable Law and except as otherwise provided for in this Agreement, all beneficiary designations, authorizations for the release of information and rights to reimbursement made by or relating to Newco Employees, Active Transferring Journal Employees, or Active Transferring Scripps Employees under Scripps Benefit Plans or Journal Benefit Plans shall be transferred to and be in full force and effect under the corresponding Newco Benefit Plans until such beneficiary designations, authorizations or rights are replaced or revoked by, or no longer apply, to the relevant Newco Participant, Active Transferring Journal Employee or Active Transferring Scripps Employee.

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SECTION 11.09    Effect of Broadcast Merger. Notwithstanding anything contained in this Agreement to the contrary, from and after the Broadcast Merger Effective Time, all Liabilities of Journal and Desk BC Merger, LLC assumed or retained under this Agreement shall become or remain the Liabilities of Scripps Broadcast Surviving LLC in accordance with Section 5.04(c) of the MTA.

ARTICLE XII

MISCELLANEOUS

SECTION 12.01    Relationship of Parties.  Nothing in this Agreement shall be deemed or construed by the Parties or any third party as creating the relationship of principal and agent, partnership or joint venture between the Parties, it being understood and agreed that no provision contained herein, and no act of the Parties, shall be deemed to create any relationship between the Parties other than the relationship set forth herein.

SECTION 12.02    Affiliates.  Each of Scripps and Newco shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement to be performed by each of their Subsidiaries or Affiliates, respectively.

SECTION 12.03    Notices.  All notices, requests, claims, demands and other communications hereunder must be in writing and will be deemed to have been duly given only if delivered personally or by facsimile transmission or mailed (first class postage prepaid) to the Parties at the following addresses or facsimile numbers:

If to Scripps, to:

The ▇.▇. ▇▇▇▇▇▇▇ Company

▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇

▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇

Facsimile:  (▇▇▇) ▇▇▇-▇▇▇▇

Attention:  ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Senior Vice President/Chief Administrative Officer

with a copy to:

The ▇.▇. ▇▇▇▇▇▇▇ Company

▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇

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Facsimile:  (▇▇▇) ▇▇▇-▇▇▇▇

Attention:  ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Senior Vice President, General Counsel

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If to Newco, to:

Boat NP Newco, Inc.

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Attention:  ▇▇▇▇▇▇ ▇. ▇▇▇▇▇

Chief Executive Officer

Facsimile:  (▇▇▇) ▇▇▇-▇▇▇▇

with a copy to:

▇▇▇▇▇ & Lardner LLP

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Attention:   ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ III

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Facsimile:  (▇▇▇) ▇▇▇-▇▇▇▇

All such notices, requests and other communications will (a) if delivered personally to the address as provided in this Section 12.03, be deemed given upon delivery, (b) if delivered by facsimile transmission to the facsimile number as provided in this Section 12.03, be deemed given upon receipt and (c) if delivered by mail in the manner described above to the address as provided in this Section 12.03, be deemed given upon receipt (in each case regardless of whether such notice, request or other communication is received by any other Person to whom a copy of such notice, request or other communication is to be delivered pursuant to this Section 12.03).  Any Party from time to time may change its address, facsimile number or other information for the purpose of notices to that Party by giving notice specifying such change to all other Parties.

SECTION 12.04    Entire Agreement.  This Agreement, together with all exhibits and schedules hereto, and the applicable provisions of the MTA, the Scripps Tax Matters Agreement and the Journal Tax Matters Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter.

SECTION 12.05    Waiver.  Any term or condition of this Agreement may be waived at any time by the Party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the Party waiving such term or condition.  No waiver by any Party of any term or condition of this Agreement, in any one or more instances, shall be deemed or construed as a waiver of the same or any other term or condition of this Agreement on any future occasion.  All remedies, either under this Agreement or by Applicable Law or otherwise afforded, will be cumulative and not alternative.

SECTION 12.06    Amendment.  This Agreement may be amended, modified, waived, supplemented or superseded, in whole or in part, only by a written instrument signed by duly authorized signatories of the Parties.

SECTION 12.07    Governing Law and Submission to Jurisdiction; Waivers.  Sections 15.07 and 15.13 of the MTA shall apply.

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SECTION 12.08    Headings.  The headings used in this Agreement have been inserted for convenience of reference only and do not define or limit the provisions hereof.

SECTION 12.09    Counterparts.  This Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

SECTION 12.10    No Assignment; Binding Effect.  No Party shall be permitted to assign, in whole or in part, directly or indirectly, by operation of law nor otherwise, any of its rights or obligations under this Agreement without the prior written consent of the other Party and any unauthorized assignment shall be null and void.  Notwithstanding such prohibition on assignment:

SECTION 12.11    Severability.  If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Applicable Law, the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom.

ARTICLE XIII

DISPUTE RESOLUTION

SECTION 13.01    General. Except with respect to injunctive relief described below, any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall attempt to be settled first, by good faith efforts of the Parties to reach mutual agreement, and second, if mutual agreement is not reached to resolve the dispute, by final, binding arbitration as set out below.

SECTION 13.02    Initiation. A Party that wishes to initiate the dispute resolution process shall send written notice to the other Parties, in accordance with Section 12.03, with a summary of the controversy and a request to initiate these dispute resolution procedures.  Each Party shall appoint a knowledgeable, responsible representative who has the authority to settle the dispute, to meet and to negotiate in good faith to resolve the dispute.  The discussions shall be left to the discretion of the representatives who may utilize other alternative dispute resolution procedures such as mediation to assist in the negotiations.  Discussions and correspondence among the representatives for purposes of these negotiations (a) shall be treated as confidential information developed for purposes of settlement, (b) shall be exempt from discovery and production and (c) shall not be admissible in the arbitration described above or in any lawsuit pursuant to Rule 408 of the Federal Rules of Evidence.  Documents identified in or provided with such communications that are not prepared for purposes of the negotiations are not so exempted and may, if otherwise admissible, be admitted in evidence in the arbitration or lawsuit.  The Parties agree to pursue resolution under this subsection for a minimum of 30 calendar days before requesting arbitration.

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SECTION 13.03    Arbitration Request. If the dispute is not resolved under the preceding subsection within 30 calendar days of the initial written notice, any Party may demand arbitration by sending written notice to the other Parties.  The Parties shall promptly submit the dispute to the American Arbitration Association for resolution by a single neutral arbitrator acceptable to both Parties, as selected under the rules of the American Arbitration Association.  The dispute shall then be administered according to the American Arbitration Association’s Commercial Arbitration Rules, with the following modifications: (a) the arbitration shall be held in a location mutually acceptable to the Parties, and, if the Parties do not agree, the location shall be Cincinnati, Ohio; (b) the arbitrator shall be licensed to practice law; (c) the arbitrator shall conduct the arbitration as if it were a bench trial and shall use, apply and enforce the Federal Rules of Evidence and Federal Rules of Civil Procedure; (d) except for breaches related to Information subject to Section 11.01, the arbitrator shall have no power or authority to make any award that provides for consequential, punitive or exemplary damages or extend the term hereof; (e) the arbitrator shall control the scheduling so that the hearing is completed no later than 30 calendar days after the date of the demand for arbitration; and (f) the arbitrator’s decision shall be given within five calendar days thereafter in summary form that states the award, without written decision, which decision shall follow the plain meaning of this Agreement, and in the event of any ambiguity, the intent of the Parties.  Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction over the Parties.  Each Party to the dispute shall bear its own expenses arising out of the arbitration, except that the Parties shall share the expenses of the facilities to conduct the arbitration and the fees of the arbitrator equally.

SECTION 13.04    Injunctive Relief. The foregoing notwithstanding, each Party shall have the right to seek injunctive relief in an applicable court of law or equity to preserve the status quo pending resolution of the dispute and enforce any decision relating to the resolution of the dispute.

[signature page follows]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the date first above written.

[Signature Page to Employee Matters Agreement]

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Journal Welfare Plans

1.	Journal’s Employee Handbook

2.	Sales Commission Policy

3.	Sales Commission Policy – Director of Business Development

4.	Journal Communications, Inc. Delta Dental PPO Plan

5.	Journal Communications, Inc. Delta Dental EPO Plan

6.	Journal Communications, Inc. Flexible Spending Account Plans – Health Care and Dependent Care

7.	Journal Communications, Inc. Employee Assistance Program Administered by Humana

8.	Direct Deposit

9.	Journal Communications, Inc. Eye Med Vision Plan

10.	Journal Communications, Inc. Reliance Standard Long Term Disability Insurance

11.	Journal Communications, Inc. Unum Long Term Care Insurance

12.	Journal Communications, Inc. LifeLock Identity Theft Protection

13.	Journal Communications, Inc. Hyatt Pre-paid Legal Expenses

14.	Short Term Disability

15.	Workers’ Compensation Program

16.

Vacation

17.	Paid Time Off

18.	Paid Holidays

19.	Floating Holidays

20.	Personal Hours

21.	Unpaid Personal Leave of Absence

22.	Family and Medical Leave

23.	Bereavement

24.

Jury Duty

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25.	Military Leave

26.	Time Off to Vote

27.	Overtime Pay

28.	Under applicable state law,  Journal’s at-will employment relationship with each of its salaried and hourly employees could be determined an express or implied understanding of employment.

29.	Journal Communications, Inc. Employee Welfare Benefit Trust, as amended and restated January 1, 2008

30.	Journal Communications, Inc. Employees Welfare Benefit Master Plan Trust

31.	Journal Communications, Inc. Reliance Standard Group Life Insurance Plan (including retiree life)

32.	Journal Communications, Inc. Humana High Deductible Health Plan 1300 with a Health Savings Account

33.	Journal Communications, Inc. Humana High Deductible Health Plan 2500 with a Health Savings Account

34.	Journal Communications, Inc. Humana High Deductible Health Plan 5000 with a Health Savings Account

35.	Journal Communications, Inc. Reliance Standard Accidental Death & Dismemberment Plan

36.	Journal Communications, Inc. Flexible Benefits Plans

37.	Journal Communications, Inc. Anthem Dental Plan

38.	Journal Communications, Inc. Retiree Medical Plan (Humana Medicare Advantage Plans)

39.	Journal Communications, Inc. Health Plan of Nevada Medical Plans (POS) (HMO)

40.	Journal Communications, Inc. Group Travel & Accident Policy

41.	Journal Retention / Severance Program

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Scripps Choice Plan

Medical Plan

Dental Plan

Vision Plan

Life Management Program

Limited Purpose Health Care Spending Account

Dependent Care Spending Account

Life Insurance Plan

Accidental Death & Dismemberment Plan

Scripps Managed Disability Plan

Scripps Retiree Medical Program (Exhibit C)

Scripps Executive Life Insurance Plan

Group Travel Accident Policy of The ▇.▇. ▇▇▇▇▇▇▇ Company

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Early Retirement Provision (of the Scripps Choice Medical Plan)

Employees who are enrolled in the Scripps Choice medical plan and over the age of 55 with at least 10 years of service at the time of retirement can receive health insurance at the Company-wide group rate until they reach Medicare eligibility.  At that time, if the spouse is not yet Medicare entitled, a spouse may receive health insurance at the Company-wide group rate for up to 10 additional years or until the spouse becomes Medicare eligible, whichever comes first.

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PRE-MEDICARE RETIREE MEDICAL COVERAGE

In order to receive the benefit, an employee must:

·

Work for an eligible affiliate of Journal Communications (as described below)

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Have been hired full-time prior to January 1, 2002

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Have at least 10 years of continuous full-time service and

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Terminate employment after attaining age 55

In addition, retiree who turn:

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Age 50 prior to January 1, 2007 may receive an employer contribution based on years of service

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Age 50 on or after January 1, 2007; do not receive an employer contribution (Access Only)

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Service schedule for employees who retired prior to April 1, 2002 – plan rates same as active employees, with higher employer contribution percentage.

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Service schedule for employees who retired on or after April 1, 2002 – plan rates reflect actuarial experience of early retirees with a lower employer contribution percentage.

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Employees who turned age 50 on or after January 1, 2007 pay 100% (Access Only)

MEDICARE-ELIGIBLE RETIREE MEDICAL COVERAGE

In order to receive the benefit, an employee must:

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Work for an eligible affiliate of Journal Communications (as described below)

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Have been hired full-time prior to January 1, 2002

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Have at least 10 years of continuous full-time service and

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Terminate employment after attaining age 55

The amount of premium a retiree pays is based on when they retire from the organization. Employees who retired:

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·

Prior to April 1, 1993 – Journal Communication pays:

o

$35 each month up to the annual cap ($420) per participant enrolled in Humana

·

On or after April 1, 1993 – Journal Communications pays:

o

A percentage of the monthly premium up to the annual cap ($1,696) per participant enrolled in Humana

·

From NorthStar Print Group or Temp Communications – Journal Communications pays:

o

42.5% of the monthly premium up to the annual cap ($1,300) per participant enrolled in Humana

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On or after April 1, 2007 – Journal Communications provides Access only and the participant pays 100% of the premium. This is a standard fully-insured Medicare Advantage PPO Plan which is community rated.

RETIREE LIFE BENEFIT

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A closed group of grandfathered retirees.

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Retired prior to April 1, 1995

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Upon retirement, the death benefit is 50% of the active face amount. For certain retirees, the face amount further decreases beginning at age 70 according to one of the two pre-determined schedules:

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Schedule A: the death benefit is 40% of the active face amount at age 70, further decreased by 2.5% per year to 15% at age 80 or above. In no event, the death benefit is lower than $2,000.

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Schedule B: the death benefit is 30% of the active face amount at age 70, further decreased by 2% per year to 10% at age 80 or above. In no event, the death benefit is lower than $2,500.

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No retiree contribution.

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