In General. Journal Media Group, Inc. hereby establishes the Journal Media Group, Inc. Transition Credit Plan, effective as of the Effective Date, pursuant to the Employee Matters Agreement. The Plan is maintained to provide for the payment of certain amounts originally credited to Former Scripps Nonqualified Plan Participants under the Scripps Transition Credit Plan.
In accordance with the terms and conditions of the Employee Matters Agreement, effective as of the Distribution Time, each Former Scripps Nonqualified Plan Participant who participated in the Scripps Transition Credit Plan immediately prior to the Distribution Time shall cease to participate in the Scripps Transition Credit Plan and shall have no further rights under the Scripps Transition Credit Plan. Effective as of the Effective Date (or effective as of the Transition Period End Date, as applicable with respect to Former Scripps Nonqualified Plan Participants who participated in the Scripps Transition Credit Plan immediately prior to the Distribution Time and who become Former Scripps Nonqualified Plan Participants after the Newspaper Merger Effective Time), each Former Scripps Nonqualified Plan Participant who participated in the Scripps Transition Credit Plan immediately prior to the Distribution Time shall automatically participate, and be a “Participant” in the Plan, and Journal Media Group, Inc. will assume, and fully perform, pay and discharge all liabilities, when such liabilities become due, of the Plan with respect to Former Scripps Nonqualified Plan Participants (“Assumed Amounts”). For purposes of the Plan, Assumed Amounts shall include such amounts credited to Transferring Scripps Employees pursuant to Section 6.03 of the Employee Matters Agreement.
The Assumed Amounts credited to Accounts hereunder shall remain subject to the same elections and Beneficiary designations that were controlling under the Scripps Transition Credit Plan immediately prior to the Newspaper Merger Effective Time (or, with respect to Transition Period Services Providers who participated in the Scripps Transition Credit Plan immediately prior to the Distribution Time and who become Former Scripps Nonqualified Plan Participants after the Newspaper Merger Effective Time, as of the Transition Period End Date) for the remainder of the period or periods for which such elections or designations are by their original terms
No Future Transition Credits. Except as otherwise provided pursuant to Section 6.03 of the Employee Matters Agreement, no Participant shall be entitled to any Transition Credits with respect to any service or compensation commencing for any periods after the Closing Date.
Participation. Each Participant shall participate in the Plan.
Beneficiaries. Subject to Section 1.2(b) of the Plan, each Participant shall file a Beneficiary Designation Form with the Committee no later than the date or dates specified by the Committee. A Participant’s Beneficiary Designation Form may be changed at any time prior to his death by the execution and delivery of a new Beneficiary Designation Form. The Beneficiary Designation Form on file with the Committee that bears the latest date at the time of the Participant’s death shall govern. If a Participant fails to properly designate a Beneficiary in accordance with this Section 3.2, then his Beneficiary shall be his estate.
Accounts. The Committee shall establish and maintain an Account for each Participant. A Participant’s Account shall be credited with Transition Credits in accordance with Article IV hereof. A Participant’s Account thereafter shall be credited with gains, losses and earnings as provided in Article V hereof and shall be debited for any payments made to the Participant as provided in Article VI hereof.
Amount of Credit. Pursuant to Section 6.03 of the Employee Matters Agreement and effective as of the Effective Date, there shall be credited to each Participant’s Account an amount (a “Transition Credit”) equal to the excess, if any, of:
the Transition Credit Contribution that would have been made under the SRIP on behalf of the Participant had his or her employment with Scripps continued from the
the Transition Credit Contribution actually made under the SRIP on behalf of the Participant for such period in accordance with Section 4.01(d) of the Employee Matters Agreement).
Vesting. Each Participant’s Account shall be fully vested and non-forfeitable at all times.
Duration. In no event shall an Participant receive a Transition Credit with respect to any service or compensation commencing for any periods after the Closing Date.
Date of Payment of Account. Except as otherwise provided in this Article VI, the vested amounts credited to a Participant’s Account shall be paid to the Participant (or his Beneficiary in the event of the Participant’s death), in a single lump sum, within 45 days after the first business day of the seventh month following the Participant’s Separation from Service (or if earlier, the Participant’s death).
Discretionary Acceleration of Payments. The Committee may, in its sole discretion, accelerate the time of a payment under the Plan to a time otherwise permitted under Section 409A of the Code in accordance with the requirements, restrictions and limitations of Treasury Regulation Section 1.409A-3(j); provided that in no event may a payment be
Delay of Payments. The Committee may, in its sole discretion, delay the time or form of payment under the Plan to a time or form otherwise permitted under Section 409A of the Code in accordance with the requirements, restrictions and limitations of Treasury Regulation Section 1.409A-2(b)(7).
Actual Date of Payment. To the extent permitted by Section 409A of the Code, the Committee may delay payment in the event that it is not administratively possible to make payment on the date (or within the periods) specified in this Article VI, or the making of the payment would jeopardize the ability of the Company (or any entity which would be considered to be a single employer with the Company under Section 414(b) or Section 414(c) of the Code) to continue as a going concern. Notwithstanding the foregoing, payment must be made no later than the latest possible date permitted under Section 409A of the Code.
Discharge of Obligations. The payment to a Participant or his Beneficiary of the vested amounts credited to his Account in a single lump sum pursuant to this Article VI shall discharge all obligations of the Company to such Participant or Beneficiary under the Plan with respect to that Account.
General. The Company, through the Committee, shall be responsible for the general administration of the Plan and for carrying out the provisions hereof. In general, the Committee shall have the full power, discretion and authority to carry out the provisions of the Plan; in particular, the Committee shall have full discretion to (a) interpret all provisions of the Plan, (b) resolve all questions relating to eligibility for participation in the Plan and the amount in the Account of any Participant and all questions pertaining to claims for benefits and procedures for claim review, (c) resolve all other questions arising under the Plan, including any factual questions and questions of construction, (d) determine all claims for benefits, and (e) take such further action as the Company shall deem advisable in the administration of the Plan. The actions taken and the decisions made by the Committee hereunder shall be final, conclusive, and binding on all persons, including the Company, its shareholders, the other members of the Affiliated Group, employees, Participants, and their estates and Beneficiaries.
Compliance with Section 409A of the Code. It is intended that the Plan comply with the provisions of Section 409A of the Code, so as to prevent the inclusion in gross income of any Transition Credits or any earnings thereon in a taxable year that is prior to the taxable year or years in which such amounts would otherwise actually be paid or made available to Participants or Beneficiaries. The Plan shall be construed, administered, and governed in a
Claims Procedure. Any person who believes he is entitled to receive a benefit under the Plan shall make application in writing on the form and in the manner prescribed by the Committee. If any claim for benefits filed by any person under the Plan (the “claimant”) is denied in whole or in part, the Committee shall issue a written notice of such adverse benefit determination to the claimant. The notice shall be issued to the claimant within a reasonable period of time but in no event later than 90 days from the date the claim for benefits was filed or, if special circumstances require an extension, within 180 days of such date. The notice issued by the Committee shall be written in a manner calculated to be understood by the claimant and shall include the following: (a) the specific reason or reasons for any adverse benefit determination, (b) the specific Plan provisions on which any adverse benefit determination is based, (c) a description of any further material or information which is necessary for the claimant to perfect his claim and an explanation of why the material or information is needed, and (d) an explanation of the Plan’s claim review procedure and time limits applicable to the Plan’s claim review procedures, including a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse benefit determination on review.
General. The Company reserves the right to amend, terminate or freeze the Plan, in whole or in part, at any time by action of the Board. Moreover, the Committee may amend the Plan at any time in its sole discretion to ensure that the Plan complies with the requirements of Section 409A of the Code or other applicable law; provided, however, that such amendments, in the aggregate, may not materially increase the benefit costs of the Plan to the Company. In no event shall any such action by the Board or Committee adversely affect any Participant or Beneficiary who has an Account, or result in any change in the timing or manner of payment of the amount of any Account (except as otherwise permitted under the Plan), without the consent of the Participant or Beneficiary, unless the Board or the
Payments Upon Termination of Plan. Except as otherwise provided in Section 6.2, in the event that the Plan is terminated, the vested amounts allocated to a Participant’s Sub-Accounts shall be paid to the Participant or his Beneficiary on the dates on which the Participant or his Beneficiary would otherwise receive payments hereunder without regard to the termination of the Plan.
Non-Alienation of Deferred Compensation. Except as permitted by the Plan, no right or interest under the Plan of any Participant or Beneficiary shall, without the written consent of the Company, be (a) assignable or transferable in any manner; (b) subject to alienation, anticipation, sale, pledge, encumbrance, attachment, garnishment or other legal process; or (c) in any manner liable for or subject to the debts or liabilities of the Participant or Beneficiary. Notwithstanding the foregoing, to the extent permitted by Section 409A of the Code and subject to Section 6.2 hereof, the Committee shall honor a judgment, order or decree from a state domestic relations court which requires the payment of part or all of a Participant’s or Beneficiary’s interest under the Plan to an “alternate payee” as defined in Section 414(p) of the Code.
Interest of Participant.
The obligation of the Company under the Plan to make payment of amounts reflected in an Account merely constitutes the unsecured promise of the Company to make payments from its general assets and no Participant or Beneficiary shall have any interest in, or a lien or prior claim upon, any property of the Company or any other member of the Affiliated Group. Nothing in the Plan shall be construed as guaranteeing future employment to Participants. It is the intention of the Company that the Plan be unfunded for tax purposes and for purposes of Title I of ERISA. The Company may create a trust to hold funds to be used in payment of its obligations under the Plan, and may fund such trust; provided, however, that any funds contained therein shall remain liable for the claims of the general creditors of the Company, and if applicable, the other members of the Affiliated Group.
In the event that, in the sole discretion of the Committee, the Company purchases an insurance policy or policies insuring the life of any Participant (or any other property) to allow the Company to recover the cost of providing the benefits, in whole or in part, hereunder, neither the Participants nor their Beneficiaries or other distributees shall have nor acquire any rights whatsoever therein or in the proceeds therefrom. The Company shall be the sole owner and beneficiary of any such policy or policies and, as such, shall possess and may exercise all incidents of ownership therein. A Participant’s participation in the underwriting or other steps necessary to
Claims of Other Persons. The provisions of the Plan shall in no event be construed as giving any other person, firm or corporation any legal or equitable right as against the Company or any other member of the Affiliated Group or the officers, employees or directors of the Company or any other member of the Affiliated Group, except any such rights as are specifically provided for in the Plan or are hereafter created in accordance with the terms and provisions of the Plan.
Severability. The invalidity and unenforceability of any particular provision of the Plan shall not affect any other provision hereof, and the Plan shall be construed in all respects as if such invalid or unenforceable provision were omitted.
Governing Law. Except to the extent preempted by federal law, the provisions of the Plan shall be governed and construed in accordance with the laws of the State of Wisconsin.
Successors. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business and/or assets of the Company expressly to assume the Plan. The Plan shall be binding upon and inure to the benefit of the Company and any successor of or to the Company, including without limitation any persons acquiring directly or indirectly all or substantially all of the business and/or assets of the Company whether by sale, merger, consolidation, reorganization or otherwise (and such successor shall thereafter be deemed the “Company” for the purposes of the Plan), and the heirs, beneficiaries, executors and administrators of each Participant.
Withholding of Taxes.
The Company may withhold or cause to be withheld from any payments under the Plan all federal, state, local and other taxes as shall be legally required.
The Company may, in its sole discretion, deduct from any amount of salary, bonus, incentive compensation or other payment otherwise payable in cash to the Participant (other than deferred compensation within the meaning of Section 409A of the Code) any taxes required to be withheld with respect to the crediting of the Transition Credits, including social security and Medicare (FICA) taxes. In lieu of such deductions from other compensation, the Company may, in its sole discretion, require a Participant to promptly pay to the Company any such taxes that must be withheld upon the crediting or vesting of any Transition Credits.
Electronic or Other Media. Notwithstanding any other provision of the Plan to the contrary, including any provision that requires the use of a written instrument, the Committee may establish procedures for the use of electronic or other media in communications and
Headings; Interpretation. Headings in the Plan are inserted for convenience of reference only and are not to be considered in the construction of the provisions hereof. Unless the context clearly requires otherwise, the masculine pronoun wherever used herein shall be construed to include the feminine pronoun.
Participants Deemed to Accept Plan. By accepting any benefit under the Plan, each Participant and each person claiming under or through any such Participant shall be conclusively deemed to have indicated his acceptance and ratification of, and consent to, all of the terms and conditions of the Plan and any action taken under the Plan by the Board, the Committee or the Company or the other members of the Affiliated Group, in any case in accordance with the terms and conditions of the Plan.
JOURNAL MEDIA GROUP, INC.
Timothy E. Stautberg
President and Chief Executive Officer