UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q/A
[ X ]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 28, 2014 
 
OR
[ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 

Commission File No. 001-36230  
Tribune Publishing Company
(Exact name of registrant as specified in its charter) 
Delaware
 
38-3919441
(State or other jurisdiction
of incorporation or organization)
 
(I.R.S. employer
identification no.)
 
 
 
435 North Michigan Avenue
 
 
Chicago Illinois
 
60611
(Address of principal executive offices)
 
(Zip code)
Registrant’s telephone number, including area code: (312) 222-9100
 
Former name, former address and former fiscal year, if changed since last report.
None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ___  No  X
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  X   No   

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer ____
 
Accelerated filer ____
Non-accelerated filer    X    
 
Smaller reporting company ____
 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes __  No  X
 
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class
 
Outstanding at November 5, 2014
Common Stock, $0.01 par value
 
25,438,970






EXPLANATORY NOTE
Tribune Publishing Company (also referred to as the “Company,” “we,” or “our”) is filing this Amendment No. 1 (the “Amendment No. 1”) to our Form 10-Q for the quarter ended September 28, 2014, originally filed with the Securities Exchange Commission on November 10, 2014 (the "Original Filing"), for the purpose of including Exhibit 10.5, Exhibit 10.6 and Exhibit 10.7 that were inadvertently omitted from the Original Filing.
No other information included in the Form 10-Q has been modified or updated in any way. This Amendment No. 1 continues to speak as of the original filing date of the Form 10-Q and does not reflect any events that may have occurred subsequent to the original filing date. This Amendment No. 1 reflects only the changes to Item 6-Exhibits and the filing of Exhibit 10.5, Exhibit 10.6 and Exhibit 10.7.
Item 6. Exhibits
Exhibits marked with an asterisk (*) are incorporated by reference to documents previously filed by the Company with the Securities and Exchange Commission, as indicated. All other documents are filed with this report. Exhibits marked with a tilde (~) are management contracts, compensatory plan contracts or arrangements filed pursuant to Item 601(b)(10)(iii)(A) of Regulation S-K.
Exhibit                 
Number                  Description
2.1*
Separation and Distribution Agreement, by and between Tribune Media Company and Tribune Publishing Company, dated as of August 3, 2014 (incorporated by reference to Exhibit 2.1 to the Form 8-K filed on August 7, 2014).
3.1*
Amended and Restated Certificate of Incorporation of Tribune Publishing Company (incorporated by reference to Exhibit 3.1 to the Tribune Publishing Company Registration Statement on Form S-8 (File No. 333-197932) filed on August 7, 2014).
3.2*
Amended and Restated By-Laws of Tribune Publishing Company (incorporated by reference to Exhibit 3.2 to the Tribune Publishing Company Registration Statement on Form S-8 (File No. 333-197932) filed on August 7, 2014).
10.1*
Transition Services Agreement, by and between Tribune Media Company and Tribune Publishing Company, dated as of August 4, 2014 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on August 7, 2014).
10.2*
Tax Matters Agreement, by and between Tribune Media Company and Tribune Publishing Company, dated as of August 4, 2014 (incorporated by reference to Exhibit 10.2 to the Form 8-K filed on August 7, 2014).
10.3*
Employee Matters Agreement, by and between Tribune Media Company and Tribune Publishing Company, dated as of August 4, 2014 (incorporated by reference to Exhibit 10.3 to the Form 8-K filed on August 7, 2014).
10.4*
Registration Rights Agreement, among Tribune Publishing Company and the Stockholders party thereto, dated as of August 4, 2014 (incorporated by reference to Exhibit 10.4 to the Form 8-K filed on August 7, 2014).
10.5~
Form of Stock Option Award Agreement (Employee Form).
10.6~
Form of Restricted Stock Unit Award Agreement (Employee Form).
10.7~
Form of Restricted Stock Unit Award Agreement (Non-Employee Director Form)
10.8* ~
Employment Agreement, dated August 11, 2014 between Los Angeles Times Communications LLC and Austin Beutner (incorporated by reference to Exhibit 10.20 to the Quarterly Report on Form 10-Q for the quarterly period ended June 29, 2014 filed August 21, 2014).
10.9*
Term Loan Credit Agreement, among Tribune Publishing Company, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the lenders party thereto, dated as of August 4, 2014 (incorporated by reference to Exhibit 10.11 to the Form 8-K filed on August 7, 2014).




10.10*
Term Loan Guaranty, among Tribune Publishing Company, the Subsidiaries party thereto and JPMorgan Chase Bank, N.A., as collateral agent, dated as of August 4, 2014 (incorporated by reference to Exhibit 10.12 to the Form 8-K filed on August 7, 2014).
10.11*
Term Loan Security Agreement, among Tribune Publishing Company, the Subsidiaries party thereto and JPMorgan Chase Bank, N.A., as collateral agent, dated as of August 4, 2014 (incorporated by reference to Exhibit 10.13 to the Form 8-K filed on August 7, 2014).
10.12*
Term Loan Pledge Agreement, among Tribune Publishing Company, the Subsidiaries party thereto and JPMorgan Chase Bank, N.A., as collateral agent, dated as of August 4, 2014 (incorporated by reference to Exhibit 10.14 to the Form 8-K filed on August 7, 2014).
10.13*
ABL Credit Agreement, among Tribune Publishing Company, the Subsidiaries party thereto, Bank of America, N.A., as administrative agent, collateral agent, swing line lender and l/c issuer, and the lenders party thereto, dated as of August 4, 2014 (incorporated by reference to Exhibit 10.15 to the Form 8-K filed on August 7, 2014).
10.14*
ABL Guaranty, among Tribune Publishing Company, the Subsidiaries party thereto and Bank of America, N.A., as collateral agent, dated as of August 4, 2014 (incorporated by reference to Exhibit 10.16 to the Form 8-K filed on August 7, 2014).
10.15*
ABL Security Agreement, among Tribune Publishing Company, the Subsidiaries party thereto and Bank of America, N.A., as collateral agent, dated as of August 4, 2014 (incorporated by reference to Exhibit 10.17 to the Form 8-K filed on August 7, 2014).
10.16*
ABL Pledge Agreement, among Tribune Publishing Company, the Subsidiaries party thereto and Bank of America, N.A., as collateral agent, dated as of August 4, 2014 (incorporated by reference to Exhibit 10.18 to the Form 8-K filed on August 7, 2014).
10.17*
Continuing Agreement for Standby Letters of Credit, between Tribune Publishing Company and JPMorgan Chase Bank, N.A., as l/c issuer, dated as of August 4, 2014 (incorporated by reference to Exhibit 10.19 to the Form 8-K filed on August 7, 2014).
31.1
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32*
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*
XBRL Instance Document (incorporated by reference to Exhibit 101.INS to the Quarterly Report on Form 10-Q for the quarterly period ended September 28, 2014 filed November 10, 2014)
101.SCH*
XBRL Taxonomy Extension Scheme Document (incorporated by reference to Exhibit 101.SCH to the Quarterly Report on Form 10-Q for the quarterly period ended September 28, 2014 filed November 10, 2014)
101.CAL*
XBRL Taxonomy Extension Calculation Linkbase Document (incorporated by reference to Exhibit 101.CAL to the Quarterly Report on Form 10-Q for the quarterly period ended September 28, 2014 filed November 10, 2014)
101.DEF*
XBRL Taxonomy Extension Definition Linkbase Document (incorporated by reference to Exhibit 101.DEF to the Quarterly Report on Form 10-Q for the quarterly period ended September 28, 2014 filed November 10, 2014)
101.LAB*
XBRL Taxonomy Extension Labels Linkbase Document (incorporated by reference to Exhibit 101.LAB to the Quarterly Report on Form 10-Q for the quarterly period ended September 28, 2014 filed November 10, 2014)
101.PRE*
XBRL Taxonomy Extension Presentation Linkbase Document (incorporated by reference to Exhibit 101.PRE to the Quarterly Report on Form 10-Q for the quarterly period ended September 28, 2014 filed November 10, 2014)






SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



 
 
 
TRIBUNE PUBLISHING COMPANY
 
 
 
 
November 18, 2014
 
By:
/s/ John B. Bode
 
 
 
John B. Bode
 
 
 
(Chief Financial Officer and Principal
Accounting Officer)



Exhibit 10.5

TRIBUNE PUBLISHING COMPANY
2014 OMNIBUS INCENTIVE PLAN
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (the “ Agreement ”) is made by and between Tribune Publishing Company, a Delaware corporation (the “ Company ”), and the employee whose name is set forth below (the “ Participant ”), and is dated as of [DATE] (the “ Date of Grant ”). Pursuant to this Agreement, the Company hereby grants to the Participant an Option to purchase the number of shares of Common Stock (“ Common Stock ”) of the Company as set forth below (the “ Option ”) at the Exercise Price set forth below. The Option is subject to all of the terms and conditions set forth in this Agreement as well as all of the terms and conditions of the Tribune Publishing Company 2014 Omnibus Incentive Plan (as amended from time to time in accordance with the terms thereof, the “ Plan ”), all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan.
Participant:
[NAME]
Shares of Common Stock Subject to the Option:
[●]
Exercise Price:
$[●] (The exercise price is the closing price of a share of Common Stock reported on the NYSE on the Date of Grant.)
Expiration Date:
[7 th  anniversary of grant date]
 
 
1. Vesting Schedule. Provided that the Participant has not undergone a termination of employment with the Company and its Affiliates prior to the applicable Vesting Date, the Option shall vest and become exercisable as follows:
Vesting Date
# of Shares
 
 

2. Exercise.
(a) Method of Exercise . The Option may be exercised by the Participant giving notice to the Company or its designated agent in accordance with instructions generally applicable to all holders of Options. The Option may be exercised only in respect of whole shares of Common Stock. At the time of exercise, the Participant must pay the aggregate Exercise Price for the portion of the Option being exercised and any applicable withholding taxes or similar taxes, charges or fees. The Participant may pay such amounts in cash, in shares of Common Stock, or in any combination thereof. The Participant may





also arrange for such amounts to be paid through a broker-assisted exercise program established by the Company or pursuant to any other mechanism or in any other manner and subject to such terms and conditions as may be permitted or approved by the Committee. For the avoidance of doubt, the Participant must receive prior written approval of the Committee to use any method for the payment of the tax withholding other than in immediately available funds in U.S. dollars.
(a)      Tax Withholding. In connection with any exercise, the Participant will be required to satisfy applicable withholding tax obligations as provided in Section 17(c) of the Plan.
(b)      Compliance with Laws. The granting and exercising of the Option, and any other obligations of the Company under this Agreement shall be subject to all Applicable Laws and to such approvals by any regulatory or governmental agency as may be required. The Committee, in its sole discretion, may postpone the issuance or delivery of Common Stock hereunder as the Committee may consider appropriate and may require the Participant to make such representations and furnish such information as it may consider appropriate in connection with the issuance or delivery of Common Stock hereunder in compliance with applicable laws, rules, and regulations.
3.      Termination of Options.
(a)      Normal Termination Date. Unless earlier terminated pursuant to Section 3(b) or Section 4, the Option shall terminate at the expiration of the Option Period.
(b)      Early Termination.
(i)      Death or Disability. Upon termination of employment of the Participant by reason of death or Disability, all of the Option shall fully vest and remain exercisable for one year following the Participant’s termination of employment, but not later than the expiration of the Option Period.
(ii)      For Cause. Upon a termination of employment of the Participant for Cause, all of the Option (whether vested or unvested) shall immediately be cancelled and forfeited for no consideration.
(iii)      Any Other Reason . Upon termination of employment of the Participant for any other reason (i.e., other than due to death, Disability or for Cause), the unvested portion of an Option shall immediately be cancelled and forfeited for no consideration, and the vested portion of such Option shall remain exercisable for 90 days following termination of the Participant’s employment, but not later than the expiration of the Option Period.
4.      Change in Control. Unless the Committee shall determine that the Participant will receive an Alternative Award satisfying the conditions set forth in the Plan, in the event of a Change in Control prior to the applicable Vesting Date, each vested and unvested Option

2


shall become fully and immediately vested and, if so directed by the Committee, cancelled in exchange for a payment equal to the excess, if any, of the price paid for a share of Common Stock in the transaction resulting in the Change in Control over the applicable Option Price.
5.      General.
(a)      No Rights as Stockholder. The Participant shall not be deemed for any purpose to be the owner of any shares of Common Stock subject to the Option unless and until such shares shall have been issued and delivered to the Participant.
(b)      Limitation on Rights; No Right to Future Grants; Extraordinary Item of Compensation. By entering into this Agreement and accepting the Option, the Participant acknowledges: ( i ) that the Plan is discretionary in nature and may be suspended or terminated by the Company at any time; ( ii ) that this Agreement does not create any contractual or other right to receive future grants of Options or any other Award; ( iii ) that participation in the Plan is voluntary; ( iv ) that the value of the Option is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; and ( v ) that the future value of the Common Stock is unknown and cannot be predicted with certainty.
(c)      No Rights to Continued Employment. Neither this Agreement nor any action taken hereunder shall be construed as giving the Participant any right to be retained in the employ of the Company or any of its Affiliates.
(d)      Delivery of Documents. The Participant agrees that the Company may deliver by email all notices and documents relating to the Plan or this Option (including, without limitation, a copy of the Plan) and all other documents that the Company is required to deliver to its security holders (including, without limitation, disclosures that may be required by the Securities and Exchange Commission). The Participant also agrees that the Company may deliver these documents by posting them on a website maintained by the Company or by a third party under contract with the Company. If the Company posts these documents on a website, it shall notify the Participant by email or such other reasonable manner as then determined by the Company.
(e)      Confidentiality. The Participant acknowledges having read and understood the Company’s policies on confidentiality as set forth in the Company’s Code of Ethics and Business Conduct, the Employee Handbook and the Policy on Trading in Securities (collectively, the “ Confidentiality Policies ”) and hereby agrees that during the Participant’s employment with the Company and its Affiliates and any time thereafter, the Participant will continue to abide by the terms of the Confidentiality Policies, including with respect to any materials or information received in connection with the Option.
(f)      Data Privacy Consent. As a condition of the grant of the Option, the Participant consents to the collection, use and transfer of personal data as described in this

3


paragraph. The Participant understands that the Company and its Affiliates hold certain personal information about the Participant, including his or her name, home address and telephone number, date of birth, social security number, salary, nationality, job title, ownership interests or directorships held in the Company or its Affiliates, and details of all Awards awarded, cancelled, exercised, vested or unvested (“ Data ”). The Participant further understands that the Company and its Affiliates will transfer Data amongst themselves as necessary for the purposes of implementation, administration and management of the Participant’s participation in the Plan, and that the Company and any of its Affiliates may each further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan.
(g)      Entire Agreement, etc. Except as otherwise provided by an applicable employment agreement between the Participant and the Company or an Affiliate, this Agreement and the Plan contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and supersede all prior communications, representations, and negotiations in respect thereto. No change, modification, or waiver of any provision of this Agreement shall be valid unless the same be in writing and signed by the Company and the Participant. Any provision for the benefit of the Company contained in this Agreement may be waived, either generally or in any particular instance, by the Committee. A waiver on one occasion shall not be deemed to be a waiver of the same or any other breach on a future occasion.
(h)      Governing Law. This Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware without regard to principles of conflicts of law thereof, or principles of conflicts of laws of any other jurisdiction which could cause the application of the laws of any jurisdiction other than the State of Delaware.
(i)      Acceptance of Agreement . The Participant has indicated his or her consent and acknowledgment of the terms of this Agreement and the Plan by executing this Agreement pursuant to the instructions provided to the Participant by or on behalf of the Company. The Participant acknowledges receipt of the Plan, and as an express condition to the grant of the Option under the Agreement, agrees to be bound by the terms of both this Agreement and the Plan. The Participant and the Company hereby expressly agree that the use of electronic media to indicate confirmation, consent, signature, acceptance, agreement and delivery shall be legally valid and have the same legal force and effect as if the Participant and the Company executed this Agreement in paper form.

4
Exhibit 10.6

TRIBUNE PUBLISHING COMPANY
2014 OMNIBUS INCENTIVE PLAN
RESTRICTED STOCK UNIT AGREEMENT
THIS RESTRICTED STOCK UNIT AGREEMENT (the “ Agreement ”) is made by and between Tribune Publishing Company, a Delaware corporation (the “ Company ”), and the employee whose name is set forth below (the “ Participant ”), and is dated as of [DATE] (the “ Date of Grant ”). Pursuant to this Agreement, the Company hereby grants to the Participant the number of Restricted Stock Units set forth below (“ RSUs ”), each of which represents an unfunded and unsecured promise of the Company to deliver (or cause to be delivered) to the Participant upon settlement one share of Common Stock (“ Common Stock ”) of the Company (or cash equal to the Fair Market Value thereof) as set forth herein. The RSUs are subject to all of the terms and conditions set forth in this Agreement as well as all of the terms and conditions of the Tribune Publishing Company 2014 Omnibus Incentive Plan (as amended from time to time in accordance with the terms thereof, the “ Plan ”). Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan.
Participant:
[NAME]
Number of RSUs:
[●]
 
 
1. Vesting Schedule; Restricted Period. The Restricted Period of an RSU shall begin on the Date of Grant and end on its applicable Vesting Date. Provided that the Participant has not undergone a termination of employment with the Company and its Affiliates prior to the applicable Vesting Date, the RSUs shall vest and become Released Units as follows:
Vesting Date
Released Units
 
 

2.      Settlement.
(a)      Delivery of Shares or Cash . Except as otherwise expressly provided below, as soon as practicable following the applicable Vesting Date (but in no event later than the next regular payroll date of the Company following such Vesting Date), the Company shall issue or transfer to the Participant, or cause to be issued or transferred to the Participant, one share of Common Stock in respect of each RSU that became a Released Unit as of such Vesting Date; provided , however , that in accordance with Section 11(c)(ii) of the Plan, the Committee may, in its sole discretion, elect to pay cash or part cash and part Common Stock in lieu of delivering only shares of Common Stock in respect of Released Units. If a cash payment is made in respect of any RSUs in lieu of delivering shares of Common




Stock, the amount of such payment shall be equal to the Fair Market Value of the Common Stock as of the applicable Vesting Date, less an amount equal to all federal, state, local, and non–U.S. income and employment taxes required to be withheld in respect of such RSUs.
(b)      Tax Withholding. In connection with any settlement of RSUs, the Participant will be required to satisfy applicable withholding tax obligations as provided in Section 17(c) of the Plan. For the avoidance of doubt, the Participant must receive prior written approval of the Committee to use any method for the payment of tax withholding other than in immediately available funds in U.S. dollars.
(c)      Compliance with Laws. The granting and settlement of the RSUs, and any other obligations of the Company under this Agreement shall be subject to all Applicable Laws and to such approvals by any regulatory or governmental agency as may be required. The Committee, in its sole discretion, may postpone the issuance or delivery of Common Stock hereunder as the Committee may consider appropriate and may require the Participant to make such representations and furnish such information as it may consider appropriate in connection with the issuance or delivery of Common Stock hereunder in compliance with Applicable Law.
3.      Termination of Employment.
(a)      Death or Disability. Upon termination of employment of the Participant by reason of death or Disability, the unvested portion of the RSUs shall become fully vested and nonforfeitable.
(b)      For Cause. If the Participant’s employment is terminated for Cause, all RSUs (whether or not then vested) shall automatically be forfeited and terminate immediately for no consideration.
(c)      Any Other Reason. Upon termination of employment of the Participant for any other reason (i.e., other than by reason of death, Disability or for Cause), the unvested portion of the RSUs shall terminate and be forfeited for no consideration.
4.      Change in Control. Unless the Committee shall determine that the Participant will receive an Alternative Award satisfying the conditions set forth in the Plan, in the event of a Change in Control occurring prior to the applicable Vesting Date, the unvested portion of the RSUs shall vest and the Restricted Period on all such RSUs shall lapse, except to the extent that the Committee reasonably determines in good faith, prior to the occurrence of the Change in Control, that Alternative Awards shall be granted in respect of all or any portion of such RSUs.
5.      General.
(a)      No Rights as Stockholder; Dividend Equivalents. The Participant shall not be deemed for any purpose to be the owner of any shares of Common Stock subject to the RSUs unless and until such shares shall have been issued and delivered to the Participant.

2


In the event that the Company pays any ordinary dividends in cash on the Common Stock during the period (and to the extent) the RSUs remain outstanding, the Company shall credit dividend equivalents to an account for the Participant on the terms and conditions specified below. The dividend equivalents shall equal the dividends that would have been paid with respect to the shares of Common Stock underlying the RSU had such shares been outstanding at the record date for any such dividends. The dividend equivalents credited hereunder shall accumulate, without interest, and be paid in cash at the time any applicable Released Units are settled, or shall be forfeited at the time the corresponding RSUs are forfeited.
(b)      Limitation on Rights; No Right to Future Grants; Extraordinary Item of Compensation. By entering into this Agreement and accepting the RSUs, the Participant acknowledges: ( i ) that the Plan is discretionary in nature and may be suspended or terminated by the Company at any time; ( ii ) that this Agreement does not create any contractual or other right to receive future grants of RSUs or any other Award; ( iii ) that participation in the Plan is voluntary; ( iv ) that the value of the RSUs is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; and ( v ) that the future value of the Common Stock is unknown and cannot be predicted with certainty.
(c)      No Rights to Continued Employment. Neither this Agreement nor any action taken hereunder shall be construed as giving the Participant any right to be retained in the employ of the Company or any of its Affiliates.
(d)      Delivery of Documents. The Participant agrees that the Company may deliver by email all notices and documents relating to the Plan or the RSUs (including, without limitation, a copy of the Plan) and all other documents that the Company is required to deliver to its security holders (including, without limitation, disclosures that may be required by the Securities and Exchange Commission). The Participant also agrees that the Company may deliver these documents by posting them on a website maintained by the Company or by a third party under contract with the Company. If the Company posts these documents on a website, it shall notify the Participant by email or such other reasonable manner as then determined by the Company.
(e)      Confidentiality. The Participant acknowledges having read and understood the Company’s policies on confidentiality as set forth in the Company’s Code of Ethics and Business Conduct, the Employee Handbook, and the Policy on Trading in Securities (collectively, the “ Confidentiality Policies ”) and hereby agrees that during the Participant’s employment with the Company and its Affiliates and any time thereafter, the Participant will continue to abide by the terms of the Confidentiality Policies, including with respect to any materials or information received in connection with the RSUs.
(f)      Data Privacy Consent. As a condition of the grant of the RSUs, the Participant consents to the collection, use and transfer of personal data as described in this paragraph. The Participant understands that the Company and its Affiliates hold certain

3


personal information about the Participant, including his or her name, home address and telephone number, date of birth, social security number, salary, nationality, job title, ownership interests or directorships held in the Company or its Affiliates, and details of all Awards awarded, cancelled, exercised, vested or unvested (“ Data ”). The Participant further understands that the Company and its Affiliates will transfer Data amongst themselves as necessary for the purposes of implementation, administration and management of the Participant’s participation in the Plan, and that the Company and any of its Affiliates may each further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan.
(g)      Entire Agreement, etc. Except as otherwise provided by an applicable employment agreement between the Participant and the Company or an Affiliate, this Agreement and the Plan contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and supersede all prior communications, representations, and negotiations in respect thereto. No change, modification, or waiver of any provision of this Agreement shall be valid unless the same be in writing and signed by the Company and the Participant. Any provision for the benefit of the Company contained in this Agreement may be waived, either generally or in any particular instance, by the Committee. A waiver on one occasion shall not be deemed to be a waiver of the same or any other breach on a future occasion.
(h)      Governing Law. This Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware without regard to principles of conflicts of law thereof, or principles of conflicts of laws of any other jurisdiction which could cause the application of the laws of any jurisdiction other than the State of Delaware.
(i)      Acceptance of Agreement . The Participant has indicated his or her consent and acknowledgment of the terms of this Agreement and the Plan by executing this Agreement pursuant to the instructions provided to the Participant by or on behalf of the Company. The Participant acknowledges receipt of the Plan, and as an express condition to the grant of the RSUs under the Agreement, agrees to be bound by the terms of both this Agreement and the Plan. The Participant and the Company hereby expressly agree that the use of electronic media to indicate confirmation, consent, signature, acceptance, agreement and delivery shall be legally valid and have the same legal force and effect as if the Participant and the Company executed this Agreement in paper form.

4
Exhibit 10.7

TRIBUNE PUBLISHING COMPANY
2014 OMNIBUS INCENTIVE PLAN
RESTRICTED STOCK UNIT AGREEMENT
THIS RESTRICTED STOCK UNIT AGREEMENT (the “ Agreement ”) is made by and between Tribune Publishing Company, a Delaware corporation (the “ Company ”), and the director whose name is set forth below (the “ Participant ”), and is dated as of [DATE] (the “ Date of Grant ”). Pursuant to this Agreement, the Company hereby grants to the Participant the number of Restricted Stock Units set forth below (“ RSUs ”), each of which represents an unfunded and unsecured promise of the Company to deliver (or cause to be delivered) to the Participant upon settlement one share of Common Stock (“ Common Stock ”) of the Company (or cash equal to the Fair Market Value thereof) as set forth herein. The RSUs are subject to all of the terms and conditions set forth in this Agreement as well as all of the terms and conditions of the Tribune Publishing Company 2014 Omnibus Incentive Plan (as amended from time to time in accordance with the terms thereof, the “ Plan ”). Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan.
Participant:
[NAME]
Number of RSUs:
[●]
 
 
1. Vesting Schedule; Restricted Period. The Restricted Period of an RSU shall begin on the Date of Grant and end on the earlier of (a) the first anniversary of the Date of Grant and (b) the day immediately prior to the first annual meeting of stockholders of the Company after the Date of Grant (such earlier date “ Vesting Date ”). Provided that the Participant has not undergone a termination of service with the Company and its Affiliates prior to the applicable Vesting Date, the RSUs shall vest and become Released Units upon the Vesting Date.
2.      Settlement.
(a)      Delivery of Shares or Cash . Except as otherwise expressly provided below, as soon as practicable following the applicable Vesting Date (but in no event later than the next regular payroll date of the Company following such Vesting Date), the Company shall issue or transfer to the Participant, or cause to be issued or transferred to the Participant, one share of Common Stock in respect of each RSU that became a Released Unit as of such Vesting Date; provided , however , that in accordance with Section 11(c)(ii) of the Plan, the Committee may, in its sole discretion, elect to pay cash or part cash and part Common Stock in lieu of delivering only shares of Common Stock in respect of Released Units. If a cash payment is made in respect of any RSUs in lieu of delivering shares of Common Stock, the amount of such payment shall be equal to the Fair Market Value of the Common




Stock as of the applicable Vesting Date, less an amount equal to any federal, state, local, and non–U.S. income and employment taxes required to be withheld in respect of such RSUs.
(b)      Tax Withholding. In connection with any settlement of RSUs, the Participant will be required to satisfy any applicable withholding tax obligations as provided in Section 17(c) of the Plan.
(c)      Compliance with Laws. The granting and settlement of the RSUs, and any other obligations of the Company under this Agreement shall be subject to all Applicable Laws and to such approvals by any regulatory or governmental agency as may be required. The Committee, in its sole discretion, may postpone the issuance or delivery of Common Stock hereunder as the Committee may consider appropriate and may require the Participant to make such representations and furnish such information as it may consider appropriate in connection with the issuance or delivery of Common Stock hereunder in compliance with Applicable Law.
3.      Termination of Service.
(a)      Death or Disability. Upon termination of service of the Participant by reason of death or Disability, the unvested portion of the RSUs shall become fully vested and nonforfeitable.
(b)      For Cause. If the Participant’s service is terminated for Cause, all RSUs (whether or not then vested) shall automatically be forfeited and terminate immediately for no consideration.
(c)      Any Other Reason. Upon termination of service of the Participant for any other reason (i.e., other than by reason of death, Disability, or for Cause), the unvested portion of the RSUs shall terminate and be forfeited for no consideration.
4.      Change in Control. In the event of a Change in Control occurring prior to the applicable Vesting Date, the unvested portion of the RSUs shall vest and the Restricted Period on all such RSUs shall lapse.
5.      General.
(a)      No Rights as Stockholder; Dividend Equivalents. The Participant shall not be deemed for any purpose to be the owner of any shares of Common Stock subject to the RSUs unless and until such shares shall have been issued and delivered to the Participant. In the event that the Company pays any ordinary dividends in cash on the Common Stock during the period (and to the extent) the RSUs remain outstanding, the Company shall credit dividend equivalents to an account for the Participant on the terms and conditions specified below. The dividend equivalents shall equal the dividends that would have been paid with respect to the shares of Common Stock underlying the RSU had such shares been outstanding at the record date for any such dividends. The dividend equivalents credited

2


hereunder shall accumulate, without interest, and be paid in cash at the time any applicable Released Units are settled, or shall be forfeited at the time the corresponding RSUs are forfeited.
(b)      Limitation on Rights; No Right to Future Grants; Extraordinary Item of Compensation. By entering into this Agreement and accepting the RSUs, the Participant acknowledges: ( i ) that the Plan is discretionary in nature and may be suspended or terminated by the Company at any time; ( ii ) that this Agreement does not create any contractual or other right to receive future grants of RSUs or any other Award; ( iii ) that participation in the Plan is voluntary; ( iv ) that the value of the RSUs is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; and ( v ) that the future value of the Common Stock is unknown and cannot be predicted with certainty.
(c)      No Rights to Continued Service. Neither this Agreement nor any action taken hereunder shall be construed as giving the Participant any right to be retained as a director or otherwise in the service of the Company or any of its Affiliates.
(d)      Delivery of Documents. The Participant agrees that the Company may deliver by email all notices and documents relating to the Plan or the RSUs (including, without limitation, a copy of the Plan) and all other documents that the Company is required to deliver to its security holders (including, without limitation, disclosures that may be required by the Securities and Exchange Commission). The Participant also agrees that the Company may deliver these documents by posting them on a website maintained by the Company or by a third party under contract with the Company. If the Company posts these documents on a website, it shall notify the Participant by email or such other reasonable manner as then determined by the Company.
(e)      Confidentiality. The Participant acknowledges having read and understood the Company’s policies on confidentiality as set forth in the Company’s Code of Ethics and Business Conduct and the Policy on Trading in Securities (collectively, the “ Confidentiality Policies ”) and hereby agrees that during the Participant’s service with the Company and its Affiliates and any time thereafter, the Participant will continue to abide by the terms of the Confidentiality Policies, including with respect to any materials or information received in connection with the RSUs.
(f)      Data Privacy Consent. As a condition of the grant of the RSUs, the Participant consents to the collection, use and transfer of personal data as described in this paragraph. The Participant understands that the Company and its Affiliates hold certain personal information about the Participant, including his or her name, home address and telephone number, date of birth, social security number, compensation, nationality, title, ownership interests or directorships held in the Company or its Affiliates, and details of all Awards awarded, cancelled, exercised, vested or unvested (“ Data ”). The Participant further understands that the Company and its Affiliates will transfer Data amongst themselves as necessary for the purposes of implementation, administration and management of the

3


Participant’s participation in the Plan, and that the Company and any of its Affiliates may each further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan.
(g)      Entire Agreement, etc. Except as otherwise provided by an applicable agreement between the Participant and the Company or an Affiliate, this Agreement and the Plan contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and supersede all prior communications, representations, and negotiations in respect thereto. No change, modification, or waiver of any provision of this Agreement shall be valid unless the same be in writing and signed by the Company and the Participant. Any provision for the benefit of the Company contained in this Agreement may be waived, either generally or in any particular instance, by the Committee. A waiver on one occasion shall not be deemed to be a waiver of the same or any other breach on a future occasion.
(h)      Governing Law. This Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware without regard to principles of conflicts of law thereof, or principles of conflicts of laws of any other jurisdiction which could cause the application of the laws of any jurisdiction other than the State of Delaware.
(i)      Acceptance of Agreement . The Participant has indicated his or her consent and acknowledgment of the terms of this Agreement and the Plan by executing this Agreement pursuant to the instructions provided to the Participant by or on behalf of the Company. The Participant acknowledges receipt of the Plan, and as an express condition to the grant of the RSUs under the Agreement, agrees to be bound by the terms of both this Agreement and the Plan. The Participant and the Company hereby expressly agree that the use of electronic media to indicate confirmation, consent, signature, acceptance, agreement and delivery shall be legally valid and have the same legal force and effect as if the Participant and the Company executed this Agreement in paper form.

4


Exhibit 31.1
SECTION 302 CERTIFICATION
I, John H. Griffin, Jr., certify that:
1.
I have reviewed this quarterly report on Form 10-Q/A of Tribune Publishing Company; and
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
By: /s/ John H. Griffin, Jr.
John H. Griffin, Jr.,
Chief Executive Officer
Date: November 18, 2014





Exhibit 31.2
SECTION 302 CERTIFICATION
I, John B. Bode, certify that:
1.
I have reviewed this quarterly report on Form 10-Q/A of Tribune Publishing Company; and
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

By: /s/ John B. Bode
John B. Bode,
Chief Financial Officer
Date: November 18, 2014