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SNI > SEC Filings for SNI > Form 8-K on 20-Nov-2012All Recent SEC Filings

Show all filings for SCRIPPS NETWORKS INTERACTIVE, INC.

Form 8-K for SCRIPPS NETWORKS INTERACTIVE, INC.


20-Nov-2012

Change in Directors or Principal Officers, Financial Statement


Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 14, 2012, Scripps Networks Interactive, Inc. (the "Company") amended its employment agreement with Joseph G. NeCastro, Chief Financial Officer and Chief Administrative Officer. The amendment increases Mr. NeCastro's annual base salary to $850,000, his target annual incentive to 80%, and extended the term of Mr. NeCastro's employment to December 31, 2016, with an option for the Company to continue his employment for one additional year, subject to Mr. NeCastro's acceptance of the extension. If Mr. NeCastro's employment is extended for one year then the Company shall grant Mr. NeCastro the following restricted share units: (1) a number of Restricted Share Units obtained by dividing $400,000 by the per-share closing price of the Company's Class A Common Shares on December 31, 2016, that would vest on December 31, 2017 provided Mr. NeCastro remains in the continuous employment of the Company through that date and (2) a number of Performance-Based Restricted Share Units obtained by dividing $100,000 by the per-share closing price of the Company's Class A Common Shares on December 31, 2016, that would vest on December 31, 2017 if Mr. NeCastro meets certain financial and succession goals set by the Compensation Committee of the Company's Board of Directors for calendar year 2017. The amendment also expands the definition of "good reason" in Mr. NeCastro's employment agreement to include, among other things, (1) a material adverse change in his titles and
(2) a reduction in his annual salary or target incentive.

The foregoing summary of the employment agreement amendment is qualified in its entirety by reference to the full text of the employment agreement amendment, a copy of which is attached as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.

On November 14, 2012, Mr. NeCastro was granted (1) 6,746 Restricted Share Units that vest on December 31, 2016 provided Mr. NeCastro remains in the continuous employment of the Company through that date and (2) 1,687 Performance-Based Restricted Share Units that vest equally on December 31 of each of the calendar years 2013 through 2016 if Mr. NeCastro meets certain financial and succession goals that are set annually by the Compensation Committee. All of the restricted share units granted to Mr. NeCastro on November 14, 2012 have accelerated vesting upon his involuntarily termination (termination without cause or for good reason) or upon a change in control. Mr. NeCastro will forfeit the unvested portion of the awards upon voluntary termination (without good reason).



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

10.1 Amendment to Employment Agreement between the Company and Joseph G. NeCastro


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