Key Terms Deal Consideration Current Deal Structure 25

Key Terms: Deal Consideration Current Deal Structure • $25 MM cash at close • Up to $50 MM of additional earn-outs tied to “Adjusted Company Profit” (ACP) – ACP mimics the portion of profits ER would retain under the existing overall deal, tying earn-outs to profits that are truly incremental to SPE – Value of earn-outs would be calculated in Year 6 as: 7 x (Average of Years 5 -6 ACP) minus $25 MM advance • Earn-out payments would be made between Year 6 and Year 10 – Subject to the creation of an incentive plan to be approved by the SCA Comp Committee, 10% of earn-out would be paid to employees in Year 6; 10% in Year 7 – 80% of earn-out paid to Davies over Years 6 -10 if Davies meets minimum Adjusted Company Profit (ACP) targets – Earn-out payments can be accelerated if Davies exceeds ACP goals Changes from April 2008 Deal Update • No change to overall consideration or mix between cash at close and earn-out • Changed earn-out measurement period from years 3 -5 to years 5 -6 to improve tax impact to Davies and accounting impact to SPE • Earn-out payments are no longer subject to Davies being employed by SPE 0

Key Terms: Calculation and Payment of Earn-out • The portion of the “Earn-out Value” not paid to employees will be paid as follows: • “Year 6 Acceleration” – If the Earn-out Value is $50 MM; • All or a portion of the earn-out will be eligible for payment in year 6 • For every $1 by which cumulative Year 1 -6 ACP exceeds $56 MM; $0. 40 of the earn-out will be paid in year 6 • “Vesting Payments” – Any portion of the earn-out not paid in year 6 or set aside for the employee pool, will be payable equally per year in years 6, 7, 8, 9, 10 if: • ACP in any given year meets or exceeds a threshold Ø Threshold ACP will equal the lesser of 80% of the year 5 -6 average or $8. 6 MM Ø Earnings are “crossed” for purposes of vesting (i. e. , earnings shortfall in early years can be made-up in future years) • “Acceleration of Vesting Payments” – In Years 6 -10, any payments normally payable under the Vesting Payments will be subject to acceleration • For every $1 a given year’s ACP exceeds 125% of the Year 5 -6 average; Davies will accelerate $0. 40 of the total vesting payments – Any acceleration will decrease future year payments ratably 1

Key Terms: Davies Employment and Non-compete Current Deal Structure • Davies will be subject to a 4 year employment agreement –Exclusive to SPE with the exception of ØExecutive Producer services on Who Wants to be a Millionaire? and Wife Swap ØJournalistic work for ESPN (e. g. , Davies’ World Cup Blog) –Liquidated damages if employment contract is breached • After a 4 year employment contract: –If Davies chooses not to stay; he is subject to a 2 year non-compete –If Davies wants to stay; SPT may retain him for 2 years –If Davies wants to stay and SPT doesn’t retain him; he is not subject to a 2 year non-compete Changes from April 2008 Deal Update • Previously discussed a 5 year contract • Shortened to 4 years to address tax and accounting issues • Introduced liquidated damages into deal to ensure Davies is present long enough to drive value 2