THE E. W. SCRIPPS COMPANY
1997 DEFERRED COMPENSATION AND STOCK PLAN FOR DIRECTORS
1. Introduction
Effective January 1, 1997, The E. W. Scripps Company (the "Company")
hereby adopts a non-qualified deferred compensation and stock
plan (the "Plan") for its directors ("Participants"). For
purposes of this Plan, a director shall be defined as any director
who is eligible to receive cash compensation for his or her
service as a director of the Company.
The purpose of the Plan is to provide an opportunity for Participants
to enhance their personal financial planning by having access to a
vehicle for deferring income to a time considered to be of
personal advantage. Additionally, the Plan is designed to more
closely align the Participants' financial interests with those
of the Company's shareholders.
2. Plan Administration
The Plan shall be governed by the Board of Directors of the
Company and administered by the Corporate Secretary.
A Participant's interest in the Plan may not be sold, assigned,
pledged, transferred or otherwise encumbered.
3. Compensation Eligible for Deferral
Participating directors can elect to defer annual fees,
meeting fees, and/or fees for serving as chairman of a committee
which become payable under the director fee schedule
approved from time to time by The E. W. Scripps Company.
4. Timing of Election
The election to defer potential director fee payments under
the Plan must be made within 30 days after the first of each
calendar year. (However, for the year 1997, since the Plan
was approved by the Board of Directors on March 10, 1997,
the deadline to defer fees is extended to March 31, 1997
for those directors who have been continuously deferring
fees.)
Once an election is made, it cannot be revoked.
5. Deferral Period
Participants can elect to defer payment from the date such
payment otherwise would be made until an actual date specified
by the Participant, but no earlier than three years from
the date it would otherwise have been paid, or until the
date that he/she resigns as a director or is not re-elected
a director.
6. Deferral Election
Directors may defer a minimum of 50% of annual fees, meeting fees,
and/or fees for serving as chairman of a committee which
become payable under the director fee schedule approved by the
Board of Directors of the Company.
At the time of the election to defer, a Participant must select
the deferral period. See Section 5 above.
A Participant must elect to defer either into the Fixed Income Fund
or into Phantom Stock, or some combination of these two funds.
Once an election to defer is made, it is irrevocable.
Deferred amounts will be earned on a quarterly basis.
(A) Fixed Income Fund
Deferred amounts will be recorded on the Company's books
and credited with an interest factor during the deferral
period. Interest on unpaid deferred amounts will be
compounded and credited annually. Interest is calculated
based on the twelve month average of the 10-year
treasury rate (at November of each year), plus 1%.
(B) Phantom Stock Fund
Quarterly, the earned amount will be converted to phantom
shares of the Company's Class A Common Stock. The conversion
calculation is:
Quarterly deferred retainer, committee chair retainer, and
meeting fee amounts divided by the Fair Market Value of the
Company's Class A Common Shares on the date earned equals
the number of phantom shares credited. (The Fair
Market Value shall be the average of the high and
low sale prices of the Company's stock on the New York
Stock Exchange. The date earned is the last day of each
quarter that the director served in his or her position.)
Dividends on shares accumulated during the year and for
prior years shall be converted on December 31 of each year
and added to the balance of the deferred amount. Dividends
shall be converted to phantom shares using the above
calculation, except that it will be computed on an annual
basis. The Fair Market Value shall be calculated on the
last trading day for that calendar year.
7. Payment of the Balance in the Deferred Account
Participants may not make intra-Plan transfers, i.e., once
an election is made to defer into a specific fund, the
Participant cannot elect to move an account balance into
another fund.
(A) Fixed Income Fund
At the time the Participant executes the Election Form,
the Participant may elect that deferred amounts, including
interest, be paid in a lump sum, or over a specified number
of years (not to exceed 15 years). If the Participant fails
to make an election as to the period of time over which
payments are to be made, payments shall be made over a
10 year period, commencing on the date elected by the
Participant on the Election Form.
Balances in the fixed income fund will continue to earn
interest credit as described above.
Notwithstanding the foregoing provision, the Company
shall have the discretion to accelerate pay-out in the event
of a Participant's disability, death or servere hardship.
(B) Phantom Stock Fund
At the election of the Participant, made at the time the
Participant executes the Election Form, the Participant
may elect that (i) the balance in his or her phantom
stock account shall be paid in shares, in cash equal
to the value of the shares, or a combination of shares
and cash and (ii) such payment shall be in a lump sum
at the end of the deferral period or over a specified
number of years (not to exceed 15 years) beginning at the
end of the deferral period.
Participant may change the form of payment of the balance
in his or her Phantom Stock Account subject to applicable
law.
If payment is to be in cash and over time as aforesaid, the
unpaid balance will be held in the phantom stock fund and
will continue to earn dividend credit as described above.
If the Participant fails to make an election as to the period
of time over which cash payments are to be made, such payment
shall be made over a ten-year period, beginning at the end
of the deferral period.
8. Previous Deferral Elections
Adoption of the Plan automatically transfers all deferred balances,
for active directors, under the 1995 Deferred Compensation Plan
for Directors, to the Plan. A written election must be made
as to whether the transferred funds are to be held in the fixed
income fund or the phantom stock fund. Transferred funds from
the 95 plan to the phantom stock fund within the Plan will be
converted using the actual Fair Market Value for the quarter
in which the conversion occurs.
9. Funding of the Plan
The deferred dollar amount will be recorded on the Company's
books. During the deferral period, and the payout period,
the director will be a general, unsecured creditor of the
Company.
10. Change of Control
At the time the Participant executes the Election Form, the
Participant may elect to accelerate the payment of all deferred
amounts and receive payment in a lump sum (in cash or shares
or a combination of both, as the case may be) as soon as
practicable after (and in the event that) a Change in Control
occurs. For purposes hereof, "Change in Control" shall mean
an event that would be required to be reported in response
to Item 1 of Form 8-K or any successor form thereto promulgated
under the Securities Exchange Act of 1934.