DallasNews Corporation Change in Control Severance Letter Agreement with Cathy Collins

Severance Benefits Prior to or After the Change in Control Period. If your employment is terminated by the Company without Cause at any time other than during the Change in Control Period, you will be eligible to receive severance benefits in accordance with the Amended and Restated DallasNews Corporation Severance Plan effective January 1, 2023, as amended (the “Severance Plan”), payable in accordance with the terms of the Severance Plan, including the requirements that you sign a release of claims (the “Release”) in the form provided to you by the Company at the time of your termination of employment. For the avoidance of doubt, to the extent that the Severance Plan is terminated and is no longer in effect, you shall continue to be eligible to receive a severance amount as described therein.

Severance Benefits During the Change in Control Period.

Provided that you sign the Release in the form provided to you by the Company within 30 days of your termination of employment (or such greater period of time required by applicable law), and you do not revoke the Release, in lieu of the severance amount described in Section 1, you will be eligible to receive the following amounts if your employment with the Company is terminated by the Company without Cause or by you for Good Reason within the Change in Control Period: a lump sum payment equal to 12 months of your Base Salary, less applicable withholdings and deductions, payable on the first payroll date after the effective date of the Release (provided that if the time period for signing and revoking the Release spans two taxable years, no payments will be made until the second taxable year) (the “Severance Payment”). If your termination of employment occurs more than 18-months following the Closing Date, you shall not be eligible to receive any Severance Payment pursuant to this Section 2 and instead shall only be eligible to receive severance benefits as provided in Section 1 above.

In addition, if your employment with the Company is terminated by the Company without Cause or by you for Good Reason during the Change in Control Period, and provided that the Release described in Section 2.a. is effective and you timely elect to continue your coverage under the DallasNews Corporation Health Care and Welfare Benefit Plan or its successor in accordance with COBRA, then the Company will pay 100% of your premium payments for such coverage until the earlier of (i) the date that is 12 months following your termination of employment or (ii) the date your COBRA coverage ends for any reason (other than for failure to pay COBRA premiums) (the “COBRA Payments”). You will be solely responsible for payment of any COBRA premiums after the Company’s obligation to make the COBRA Payments ends.

Acceleration of Outstanding Equity Awards or Long-Term Cash-Based Incentives. In the event of a termination of your employment by the Company without Cause or by you for Good Reason during the Change in Control Period, notwithstanding anything to the contrary in any of the Company’s equity-based, equity-related or other long-term incentive compensation plans, practices, policies and programs or your award agreements as of the date of your termination of employment (i) all outstanding and unvested long-term cash-based incentive awards, stock options, restricted stock, restricted stock units or other equity awards that vest solely based on continued employment shall immediately and automatically become fully vested and exercisable and (ii) all outstanding and unvested long-term cash-based incentives, options, restricted stock, restricted stock units or other equity awards that vest upon the satisfaction of performance conditions shall immediately and automatically become fully vested and earned at a deemed performance level equal to the greater of the target performance level or the performance level determined by actual performance through the Closing Date. Any vested long-term cash-based incentive awards will be paid on, or on the first payroll date immediately following, your termination of employment by the Company without Cause or by you for Good Reason.

Acceleration of Incentive Compensation Plan. In the event a Change in Control occurs, if you have an annual incentive compensation bonus opportunity under the Company’s Amended and Restated Incentive Compensation Plan (the “ICP”), then, in accordance with Section 11(d) of the ICP, such annual incentive compensation plan bonus for the performance period in effect on the Closing of such Change in Control shall be paid to you not later than 60 days after the Closing in accordance with Section 11(d) of the ICP.

Right to Continue Employment. Please note that this Letter does not in any way alter, modify, or amend your relationship with the Company, nor does it guarantee you the right to continue in the employ or service of the Company, any of its subsidiaries or affiliates, or any of its successors.

Successors. This Letter binds any successor to all or substantially all of the business or assets of the Company (whether direct or indirect, by purchase, merger, consolidation or otherwise), in the same manner and to the same extent that the Company would have been obligated under this Letter if no such succession had taken place. The Company agrees to require any successor in a Change in Control to expressly and unconditionally assume and agree to perform the Company’s obligations under this Letter, in the same manner and to the same extent that the Company would have been required to perform such obligations if such succession or Change in Control had not occurred.

Amendment. This Letter only may be amended by a writing signed by you and an authorized officer of the Company or a member of the Company’s Board of Directors, provided, however, that the Company reserves the right to amend this Agreement at any time to increase (but not decrease) the amounts payable pursuant to Section 2 in its sole discretion. For purposes of clarity, the provisions of Section 1 of this Letter do not alter or modify the Company’s right to amend, modify, or terminate the Severance Plan in accordance with its terms.

Section 409A. This Letter and any payments that may be made hereunder are intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations or other applicable guidance issued thereunder, and the Company shall interpret the terms and conditions of this Letter consistently with such intent. To the extent required to comply with Section 409A of the Code, you shall only be eligible to receive the Severance Payment and COBRA Payment if your termination of employment also constitutes a “separation from service” under Section 409A of the Code and if you constitute a “specified employee” at the time of your termination of employment, then, to the extent necessary to prevent you from being subject to adverse tax consequences under Section 409A of the Code and the regulations promulgated thereunder, the first six months of the Severance Payment shall not be paid until, and shall be paid in a single sum payment on, the first day after the six month anniversary of your termination of employment, with the remaining monthly payments to begin on the first payroll period after the first day of the seventh month following the date of your termination of employment.

Section 280G. If it is determined that any payments or benefits of any kind, whether under this Letter or any other plan, agreement or arrangement of the Company paid or payable to or for your benefit, or any other compensation from whatever source paid or payable to or for your benefit that is deemed contingent on a “change of control” (or that is otherwise deemed a parachute payment under Treas. Reg. Section 1.280G-1, Q&A-2) (collectively, the “Payment”) is an “excess parachute payment” within the meaning of Section 280G of the Code and would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Payment shall be reduced to the largest amount that can be paid or provided without being subject to the Excise Tax, but only if the net amount of the reduced Payment, after payment of all federal, state and local income tax imposed on the reduced Payment, is at least equal to the net amount of the unreduced Payment after payment of all federal, state and local income tax and the Excise Tax on the unreduced Payment. If a reduction in the Payment is required by the preceding sentence, the payments and benefits that constitute the Payment shall be reduced in the following order: (1) first, all cash payments, including any severance that is treated as contingent on the change of control; (2) second, all equity grants that are accelerated by reason of the change of control and are subject to Treas. Reg. Section 1.280G-1, Q&A-24(d); (3) third, all accelerated equity grants that are accelerated by reason of the change of control and are subject to Treas. Reg. Section 1.280G-1, Q&A-24(c), and (4) fourth, all other non-cash benefits. Within each category, payments shall be reduced in the reverse order of the time at which they would otherwise have been paid, vested or provided. For purposes of determining whether the Payment shall be reduced, you shall be deemed to pay federal income tax at the highest marginal rate of federal income taxation and state and local income taxes at the highest marginal rate of taxation in the state and locality of your residence, on your termination of employment (or if there is no termination, then the date on which the Payment is calculated for purpose of this Section 9). The amount of any reduction in the Payment shall be determined by the Company after consultation in good faith with its legal and tax advisors selected by the Company and reasonably acceptable to you.

/s/ Katy Murray

/s/ Cathy Collins                  

July 9, 2025      

Cathy Collins

Date