JOURNAL MEDIA GROUP, INC. RETENTION PLAN FOR PUBLISHERS (Effective as of April 1, 2015)

1.    Introduction. As of the Effective Date (as defined below), Journal Media Group, Inc. has adopted this Journal Media Group, Inc. Retention Plan for Publishers, pursuant to the Employee Matters Agreement. The Plan is designed to provide severance protection to Former Scripps Retention Plan Participants who were participants in The E. W. Scripps Company Retention Plan for General Managers and Publishers immediately prior to the Distribution Time and to such other Employees of the Company and its Subsidiaries who may be designated by the Committee, in its discretion, as Participants in the Plan. Each Former Scripps Retention Plan Participant shall automatically participate, and be a “Participant,” in the Plan effective as of the Newspaper Merger Effective Time (or, as applicable with respect to Transition Period Services Providers who become Former Scripps Retention Plan Participants after the Newspaper Merger Effective Time, as of the Transition Period End Date).

2.    Definitions. Capitalized terms that are not defined in this Section 2 shall have the meaning set forth in the Employee Matters Agreement or Master Transaction Agreement, as applicable. For purposes of the Plan, the following terms have the meanings set forth below:

“Accrued Rights” has the meaning given that term in Section 4(a)(i) hereof.

“Annual Base Salary” means a Participant’s annual base salary at the rate in effect immediately prior to a Corporate Restructuring, or such higher rate as may be in effect at any time on or after the Corporate Restructuring affecting the Participant.

“Cause” shall mean: (a) embezzlement, fraud or other conduct that would constitute a felony (other than traffic-related citations); (b) willful unauthorized disclosure of confidential information; (c) gross misconduct or gross neglect in the performance of a Participant’s duties; (d) willful failure to cooperate with a bona fide internal investigation or investigation by regulatory or law enforcement authorities, after being instructed by the Company to cooperate, or the willful destruction or failure to preserve documents or other material reasonably known to be relevant to such an investigation, or the willful inducement of others to fail to cooperate or to destroy or fail to produce documents or other material; or (e) willful and material violation of the Company’s written conduct policies, including but not limited to any employment handbook and/or ethics code that may be adopted by the Company from time to time. The Company will give a Participant written notice prior to termination of employment pursuant to sub-paragraphs (c), (d) or (e) of the foregoing, setting forth the nature of any alleged failure, breach or refusal in reasonable detail and the conduct required to cure. Except for a failure, breach or refusal which, by its nature, cannot reasonably be expected to be cured, a Participant shall have twenty (20) business days from the giving of such notice within which to cure any failure, breach

or refusal under sub-paragraphs (c), (d) or (e) of the foregoing; provided, however, that, if the Company reasonably expects irreparable injury from a delay of twenty (20) business days, the Company may give a Participant notice of such shorter period within which to cure as is reasonable under the circumstances.

“COBRA” has the meaning given that term in Section 4(a)(iv) hereof.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

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

“Company” shall mean the Journal Media Group, Inc. and any successor to its business or assets, by operation of law or otherwise.

“Corporate Restructuring” shall occur with respect to a particular Participant employed by a particular Subsidiary, or a division or other business unit of a Subsidiary, when after the Effective Date: (a) any Person, other than the Company or an Affiliate, acquires Beneficial Ownership of securities of the particular Subsidiary employing the Participant having at least fifty percent (50%) of the voting power of such Subsidiary’s then outstanding securities; or (b) the particular Subsidiary sells, distributes or otherwise disposes of all or substantially all of the assets of the particular division or other business unit thereof to which the Participant is assigned to any Person other than the Company or an Affiliate. For purposes of this definition, (x) the term “Affiliate” means any Person controlling or under common control with the Company or any Person of which the Company directly or indirectly has Beneficial Ownership of securities having a majority of the voting power; (y) the term “Beneficial Ownership” and “Beneficial Owner” have the meanings provided in Rule 13d-3 promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”); and (z) the term “Person” has the meaning provided in Section 3(a)(9) of the Exchange Act, and as used in Sections 13(d) and 14(d) thereof, including a “group” (as defined in Section 13(d) of such Act).

“Disability” shall be defined by reference to the Company employee long-term disability plan covering the Participant.

“Effective Date” means immediately prior to the Distribution Time as such term is defined in the Master Transaction Agreement.

“Employee” means a full-time salaried employee of a Subsidiary who serves in the role of Publisher.

“Employee Matters Agreement” means the Employee Matters Agreement, 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., dated as of July 30, 2014.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Good Reason” means any of the following actions on or after a Corporate Restructuring, without the Participant’s consent: (a) a material diminution in a Participant’s annual salary or target annual incentive opportunity below the amount of annual salary or target annual incentive opportunity in effect immediately prior to the Corporate Restructuring; (b) a material diminution in a Participant’s authority, duties, or responsibilities as compared to his or her authority, duties, or responsibilities immediately prior to the Corporate Restructuring; or (c) a material change in geographic location at which a Participant is principally employed as compared to the geographic location immediately prior to the Corporate Restructuring. A termination of a Participant’s employment shall not be deemed to be for Good Reason unless (x) the Participant gives notice to the Company of the existence of the event or condition constituting Good Reason within thirty (30) days after such event or condition initially occurs or exists, (y) the Company fails to cure such event or condition within thirty (30) days after receiving such notice, and (z) the Participant’s Separation from Service occurs not later than ninety (90) days after such event or condition initially occurs or exists (or, if earlier, the last day of the one-year period following a Corporate Restructuring).

“Master Transaction Agreement” means the Master Transaction Agreement, by and among The E. W. Scripps Company, Scripps Media, Inc., Desk Spinco, Inc., Desk NP Operating, LLC, Desk NP Merger Co., Desk BC Merger, LLC, Journal Communications, Inc., Boat Spinco, Inc., Boat NP Merger Co., and Boat NP Newco, Inc., dated as of July 30, 2014.    

“Participant” means each Former Scripps Retention Plan Participant, as listed in Exhibit B, and each other Employee who meets the eligibility requirements of Section 3 hereof.

“Participation Agreement” means an agreement between the Company and each Employee (other than a Former Scripps Retention Plan Participant) that must be executed as a condition of the Participant’s eligibility for this Plan, in the form attached as Exhibit A.

“Plan” means the Journal Media Group, Inc. Retention Plan for Publishers.

“Pro-Rated Annual Incentive” has the meaning given that term in Section 4(a)(ii) hereof.

“Protection Period” means, with respect to any Participant, the period commencing on the date on which a Corporate Restructuring occurs with respect to that Participant and ending on the earlier of (a) the first (1st) anniversary of the effective date of the Corporate Restructuring and (b) the Participant’s Termination Date. If a Participant’s Protection Period ends on the Participant’s Termination Date, the Protection Period will be deemed to include such Termination Date.

“Qualifying Transfer” means the Company or Subsidiary has sold, distributed or otherwise disposed of the Subsidiary, or a division or other business unit in which the Participant was employed immediately before such sale, distribution or disposition, in a transaction that constitutes a Corporate Restructuring, and the Participant has been offered employment with the purchaser of such Subsidiary, division or other business unit or the corporation or other entity which is the owner thereof on substantially the same terms and conditions under which he or she worked for the Subsidiary (and in a manner that would not trigger “Good Reason” under this Plan). Such terms and conditions shall include, without limitation, a legally binding agreement or plan covering such Participant, providing that upon the termination of Participant’s employment with the Subsidiary, division or other business unit (or the corporation or other entity which is the owner thereof) or any successor thereto without Cause, or a resignation by the Participant for Good Reason, in either case at any time on or before the first (1st) anniversary of the date of the Corporate Restructuring, the Participant’s employer or any successor will pay to such former Participant an amount equal to the separation benefits under this Plan that such former Participant would have received under the Plan had he or she been a Participant at the time of such termination and been entitled to separation benefits thereunder.

“Release” has the meaning given that term in Section 5 hereof.

“Section 409A” shall mean Section 409A of the Code and any proposed, temporary or final regulations, or any other guidance, promulgated with respect to such Section 409A by the U.S. Department of Treasury or the Internal Revenue Service.

“Separation from Service” means a Participant’s separation from service from the Company and its Subsidiaries within the meaning of Section 409A.

“Subsidiary” means a corporation or other entity of which outstanding shares or interests representing fifty percent (50%) or more of the combined voting power of such corporation or entity are owned directly or indirectly by the Company.

“Target Annual Incentive” means, with respect to any Participant, the higher of (a) the Participant’s target annual incentive under the annual incentive plan applicable to the Participant immediately prior to the Corporate Restructuring, provided that if no target annual incentive has been established for such year under such plans, the year immediately preceding the year in which the Corporate Restructuring occurs;

or (b) the Participant’s target annual incentive under the annual incentive plan applicable to the Participant in effect at any time on or after the Corporate Restructuring.

“Termination Date” means the date on which a Participant has a Separation from Service.

Company and its Subsidiaries shall terminate the Participant’s employment for Cause, the Participant will not be entitled to any compensation or benefits under the Plan other than the Accrued Rights, payable as provided in Section 4(a)(i).

under the applicable Company employee long-term disability plan to the extent provided in that plan).

5.    Release. The compensation and benefits to be provided under Sections 4(a)(iii), 4(a)(iv), 4(a)(v), 4(c)(ii) and 4(d)(iii) hereof shall be provided only if the Participant (or, in the case of death or Disability of the Participant, the Participant’s legal representative, if applicable) timely executes and does not timely revoke a release of claims on a form provided by the Company (the “Release”). The Release must be signed by the Participant or his legal representative, if applicable, and become effective and irrevocable in accordance with its terms (taking into account any applicable revocation period set forth therein), within fifty-two (52) days after the date of the Participant’s termination of employment. If the Participant fails to execute and furnish the Release, or if the Release furnished by the Participant has not become effective and irrevocable in accordance with its terms (taking into account any applicable revocation period set forth therein) by the fifty-second (52nd) day after the Participant’s Termination Date, the Participant will not be entitled to any payment or benefit under the Plan other than the Accrued Rights and the Pro-Rated Annual Incentive. The Company’s payment obligations and the Participant’s right to a severance benefits under Sections 4(a)(iii), 4(a)(iv), 4(a)(v), 4(c)(ii) and 4(d)(iii) hereof shall cease in the event the Participant breaches the Release. Any such cessation of payment shall not reduce any monetary damages that may be available to the Company as a result of such breach.

6.    No Mitigation. In no event shall the Participant be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Participant under any of the provisions of this Plan and such amounts shall not be reduced, except as provided in Section 4(a)(iv), whether or not the Participant obtains other employment.

7.    Effect on Other Plans, Agreements and Benefits. Except to the extent expressly set forth herein, any benefit or compensation to which a Participant is entitled under any agreement between the Participant and the Company or any of its Subsidiaries or under any plan maintained by the Company or any of its Subsidiaries in which the Participant participates or participated shall not be modified or lessened in any way, but shall be payable or provided according to the terms of the applicable plan or agreement. Notwithstanding the foregoing, any benefits received by a Participant pursuant to this Plan shall be in lieu of any severance benefits to which the Participant would otherwise be entitled under any general severance policy or other severance plan maintained by the Company for its management personnel, including without limitation the Journal Media Group, Inc. Executive Severance Plan (other than a stock option, restricted stock, supplemental retirement, deferred compensation or similar plan or agreement which may contain provisions operative on a termination of the Participant’s employment or may incidentally refer to accelerated vesting or accelerated payment upon a termination of employment). Any economic or other benefit to a Participant under this Plan, other than the Accrued Rights, will not be taken into account in determining any benefits to which the Participant may be entitled under any profit-sharing, retirement or other benefit or compensation plan maintained by the Company and its Subsidiaries, unless provided otherwise in any such plan.

8.    Administration. The Plan shall be administered by the Committee, which shall be the plan administrator for purposes of ERISA. The Committee shall have complete discretion to

interpret where necessary all provisions of the Plan (including, without limitation, by supplying omissions from, correcting deficiencies in, or resolving inconsistencies or ambiguities in, the language of the Plan), to make factual findings with respect to any issue arising under the Plan, to determine the rights and status under the Plan of Participants or other persons, to resolve questions (including factual questions) or disputes arising under the Plan and to make any determinations with respect to the benefits payable under the Plan and the persons entitled thereto as may be necessary for the purposes of the Plan. Without limiting the generality of the foregoing, the Committee is hereby granted the authority (i) to determine whether a particular employee is a Participant, and (ii) to determine if a person is entitled to benefits hereunder and, if so, the amount and duration of such benefits. This provision is included in the Plan for the express purpose of giving and granting to the Committee the maximum discretionary authority possible under Firestone Tire and Rubber Company v. Bruch, 489 U.S. 101 (1989). The Committee’s determination of the rights of any person hereunder shall be final and binding on all persons, subject only to the provisions of Section 9 hereof. The Committee may delegate any of its administrative duties, including, without limitation, duties with respect to the processing, review, investigation, approval and payment of benefits, to a named administrator or administrators.

9.    Claims Procedure.

claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse benefit determination on review. The Committee shall comply with the additional requirements prescribed by DOL Reg. 2560.503-1 for review of claims including a determination of Disability.

10.    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 or her 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 Committee or the Company or its Subsidiaries, in any case in accordance with the terms and conditions of the Plan.

12.    Unfunded Plan Status. All payments pursuant to the Plan shall be made from the general funds of the Company and no special or separate fund shall be established or other segregation of assets made to assure payment. No Participant or other person shall have under any circumstances any interest in any particular property or assets of the Company as a result of participating in the Plan.

13.    Withholding. The Company will deduct and withhold from any amounts payable under the Plan such federal, state, local, foreign or other taxes as are required to be withheld pursuant to any applicable law or regulation.

14.    Notice. For the purpose of this Plan, notices and all other communications provided for in this Plan shall be in writing and shall be deemed to have been duly given when actually delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed to the corporate Secretary at the Company’s corporate headquarters address, and to the Participant (at the last address of the Participant on the Company’s books and records).

17.    Validity and Severability. The invalidity or unenforceability of any provision of the Plan shall not affect the validity or enforceability of any other provision of the Plan, which shall remain in full force and effect, and any prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

18.    Headings; Interpretation. Headings in this 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.

19.    Section 409A. It is intended that the payments provided under Section 4 of this Plan shall be exempt from the application of the requirements of Section 409A. This Plan shall be construed, administered, and governed in a manner that effects such intent, and the Committee shall not take any action that would be inconsistent with such intent. Specifically, any taxable benefits or payments provided under this Plan are intended to be separate payments that qualify for the “short-term deferral” exception to Section 409A to the maximum extent possible, and to the extent they do not so qualify, are intended to qualify for the separation pay exceptions to Section 409A, to the maximum extent possible. If none of these exceptions (or any other available exception) applies, then notwithstanding anything contained herein to the contrary, and to the extent required to comply with Section 409A, the payment shall be made on the first (1st) business day of the seventh (7th) month following the Termination Date. To the extent that the period during which a Participant’s Release must become effective and irrevocable pursuant to Section 5 hereof begins in one calendar year and ends in a second calendar year, any payments subject to Section 409A shall be made or commence, to the extent required to comply with Section 409A, in the second calendar year and after the Participant’s Release has become effective and irrevocable in accordance with its terms. The payments and benefits provided under this Plan may not be deferred, accelerated, extended, paid out or modified in a manner that would result in the imposition of an additional tax under Section 409A upon Participants. Although the Company will use its best efforts to avoid the imposition of taxation, interest and penalties under Section 409A, the tax treatment of the benefits provided under this Plan is not warranted or guaranteed. Neither the Company, its Subsidiaries nor their respective directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by a Participant (or any other individual claiming a benefit through the Participant) as a result of this Plan.

[Date]

Dear [Name]:

You have been selected to participate in the Journal Media Group, Inc. Company Retention Plan for Publishers (the “Plan”), subject to your execution and return of this letter agreement (this “Participation Agreement”) to the Journal Media Group, Inc. (the “Company”).

By signing this Participation Agreement you specifically agree that you have received and read the Plan and agree to be bound by its terms. The Plan is incorporated into (made a part of) this Participation Agreement by this reference. You acknowledge and agree that the Company has not made any promises or representations to you concerning the Plan other than as set forth in the Plan and this Participation Agreement.

The agreements you make by executing this Participation Agreement will be enforceable against you, regardless of whether or not your employment terminates in circumstances that entitle you to severance benefits under the Plan. Nevertheless, you agree that your participation in the Plan (even if you never become entitled to severance benefits pursuant to the Plan), as well as your continued employment by the Company, each in and of itself and without the other constitutes good and adequate consideration for the agreements you make in this Participation Agreement.

Please note that you are not required to participate in the Plan, and may decline participation in the Plan by not returning this Participation Agreement. If you want to accept participation in the Plan, you must execute this Participation Agreement and see that it is returned directly to the Company’s [Title of Officer] ([Name of Officer])] so that it is received no later than [Date]. This Participation Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement.