On February 23, 2017, News Corporation (the “Company”)
announced the departure of Bedi Ajay Singh as the Company’s
Chief Financial Officer. The Company and Mr. Singh entered into
a separation agreement, effective as of March 1, 2017, to which
Mr. Singh’s employment with the Company was terminated without
cause. The separation agreement contains a customary release of
claims and provides for: (i) continued payment through June 30,
2019 of Mr. Singh’s base salary at an annual rate of
$1,300,000; (ii) annual bonus payments of $2,000,000 for each
of fiscal 2017, fiscal 2018 and fiscal 2019, each payable at
the conclusion of the relevant period; (iii) continued vesting
of unvested performance stock unit awards previously granted to
Mr. Singh, the payouts of which are “at risk” and subject to
Company performance for and payable at the conclusion of the
fiscal 2015-2017, fiscal 2016-2018 and fiscal 2017-2019
performance periods; (iv) premiums for continued medical and
insurance coverage through June 30, 2019; (v) payments in lieu
of continued participation in Company-sponsored retirement
plans in an aggregate amount of $495,000, payable in annual
installments in 2017, 2018 and 2019; and (vi) certain
relocation and other miscellaneous benefits. These payments are
subject to Mr. Singh’s compliance with confidentiality,
non-disparagement and non-solicitation covenants contained in
the separation agreement. In addition, Mr. Singh and the
Company entered into an agreement to which Mr. Singh will
provide consulting services to the Company for an initial term
of six months, which term can be extended upon mutual consent
of the Company and Mr. Singh, at a rate of $12,500 per month.

As a result, effective as of March 1, 2017, Susan Panuccio, 44,
was appointed Chief Financial Officer of the Company. Ms.
Panuccio previously served as Chief Financial Officer of News
Corp Australia, a division of the Company, since 2013. From
2008 to 2012, she served as Chief Financial Officer of News UK
(formerly known as News International), a division of the
Company. Prior to assuming that role, she served in a variety
of roles within News UK since joining the Company in 2002. Ms.
Panuccio does not have any family relationships with any of the
Company’s directors or executive officers and since the
beginning of the Company’s last fiscal year, there have been
no transactions between the Company and Ms. Panuccio or any
member of her immediate family that would require disclosure
under Item 404 of Regulation S-K.

In connection with her appointment, Ms. Panuccio and the
Company entered into an employment agreement (the “Panuccio
Agreement”), effective as of March 1, 2017, for a term ending
on June 30, 2020. to the Panuccio Agreement, Ms. Panuccio is
entitled to an annual base salary of not less than $1,100,000.
The Panuccio Agreement also provides that Ms. Panuccio will be
eligible to receive, subject to the achievement of applicable
performance metrics approved by the Compensation Committee of
the Board of Directors of the Company: (i) beginning with the
fiscal year ending June 30, 2018, an annual bonus with a target
of not less than $1,100,000 and (ii) beginning with the fiscal
2018-2020 awards expected to be granted in August 2017, an
annual award under the Company’s 2013 Long-Term Incentive
Plan, as amended, or any other Company performance-based
long-term equity-based incentive program with a target payout
of not less than $1,100,000. In addition, Ms. Panuccio is
entitled to executive relocation support and to participate in
incentive or benefit plans or arrangements in effect or to be
adopted by the Company or its affiliates and to such other
perquisites as are applicable to the Company’s other senior
executives of equal rank. The Panuccio Agreement also includes
customary confidentiality, non-competition and non-solicitation
covenants.

Under the Panuccio Agreement, if Ms. Panuccio’s employment is
terminated as a result of incapacity and disability due to
physical or mental illness, or by reason of her death, Ms.
Panuccio (or her spouse, another designee or estate in the case
of death) will be entitled to receive (i) base salary
continuation for up to 12 months (and, in the case of
disability, continuation of other benefits as well); and (ii)
continued vesting of equity awards as set forth in the
applicable equity award agreements. In the case of death, Ms.
Panuccio (or her spouse, another designee or her estate) will
also be entitled to a pro rata portion of the target annual
bonus for the fiscal year of her death in addition to any other
accrued bonus payments. If Ms. Panuccios’s employment is
terminated by the Company other than for “cause,” death or
disability or by Ms. Panuccio for “good reason” (in each
case, as defined in the Panuccio Agreement), Ms. Panuccio will
be entitled to receive (i) the greater of (A) her then-current
base salary and target annual bonus paid in the same manner as
though Ms. Panuccio continued to be employed through June 30,
2020 and (B) her then-current base salary and target annual
bonus paid in the same manner as though she continued to be
employed for the successive 24 months following the date of
termination; (ii) any unpaid prior year annual bonus; (iii) a
pro rata portion of the target annual bonus she would have
earned for the fiscal year of termination had no termination
occurred; (iv) continued vesting of equity awards granted prior
to the date of termination in the same manner as though she
continued to be employed through June 30, 2020, based on
Company performance for and payable at the conclusion of the
applicable performance periods; and (v) Company-paid premiums
under the Consolidated Omnibus Budget Reconciliation Act of
1985, as amended, for the executive and her eligible dependents
through June 30, 2020.

The Company’s obligation to pay the above-summarized
compensation and provide benefits to Ms. Panuccio (or her
surviving spouse or her estate) is subject to the execution and
non-timely revocation by her, or as the case may be, her
surviving spouse or the legal representative of her estate, of
the Company’s then standard separation agreement and general
release and the continued compliance with the terms, conditions
and covenants set forth in such agreement.

(d) Exhibits.