Tribune Co. shareholders, who as expected voted overwhelmingly yesterday to approve an $8.2 billion buyout led by Sam Zell, are happy to take the money and run.

But for employees at the 160-year-old newspaper giant the payoff is far from certain.

Under the terms of the pending deal, the workers will end up majority owners through an employee stock ownership plan known as an ESOP.

That means they, rather than Zell, will bear the brunt of the risk if Tribune’s newspapers – including the Chicago Tribune, the Los Angles Times and Long Island’s Newsday – continue to deteriorate.

The unrelenting drop in newspaper ad demand and the recent tightening in the lending markets already have many investors betting the debt-heavy deal won’t get done.

Tribune’s lenders can walk if the company’s cash flow falls below a certain level before the deal is completed at the end of the year.

Reflecting jitters about whether the deal will go through, Tribune’s stock has been trading at a 20 percent discount to the $34 a share offer from the Zell deal. Its shares gained 96 cents yesterday to $27.98.

“Despite the recent upheaval in the credit markets, my view of the company as an investment has not changed,” Zell said in a Tribune statement on the shareholder vote.

Though Tribune might eke by with enough cash flow to get the deal done, some analysts say it could have trouble making debt payments later.

That would be bad news for employees, who, with the ESOP structure, will have their nest eggs tied to the company’s performance.

“We are all in the dark as to whether the cash flow is going to be enough to finance the debt,” Louis Malizia, a rep from the Teamsters, told The Post.