View:
As filed with the Securities and Exchange Commission on May 24, 1996.
Registration No. 33-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
_______________
GANNETT CO., INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 16-0442930
(State of Incorporation) (I.R.S. Employer Identification No.)
1100 Wilson Boulevard
Arlington, Virginia 22234
(703) 284-6000
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
Gannett Co., Inc. 1978 Executive Long-Term Incentive Plan
(Full Title of Plan)
______________
Thomas L. Chapple, Esq.
Senior Vice President, General Counsel and Secretary
Gannett Co., Inc.
1100 Wilson Boulevard
Arlington, Virginia 22234
(703) 284-6000
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
_______________
Copies of Communications to:
Joseph H. Reynolds, Esq.
Nixon, Hargrave, Devans & Doyle llp
One Thomas Circle, N.W., Suite 700
Washington, D.C. 20005
Telephone Number: 202-457-5300
________________
Approximate date of proposed offering: As soon as practicable
after effective date of this Registration Statement.
______________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities To To Be Price Per Offering Registration
Be Registered Registered Share Price Fee
- ------------- ---------- -------- ------------ ------------
Common Stock,
$1.00 par value 12,000,000(1) $67.75 (2)(3) $813,000,000 $280,344.82
(1) As permitted by Rule 429(b), the prospectus
contained in this Registration Statement is a
combined prospectus which also covers securities
covered by Registration Statement No. 28413.
(2) Calculated pursuant to Rule 457(h), solely for the
purpose of computing the registration fee, based
on the average of the high and low prices for the
Common Stock as reported by the New York Stock
Exchange on May 21, 1996.
(3) In accordance with the Plan, the actual offering
price of each share shall be 100% of the "Fair
Market Value" of the Common Stock on the date in
which an option is granted.
PART I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Information specified in Part I of Form S-8 (Items 1 and 2)
will be sent or given to employees eligible to participate in the
Plan as specified by Rule 428(b)(1) of the Securities Act of
1933, as amended (the "Securities Act").
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Incorporated herein by reference are the Company's:
(i) Annual Report on Form 10-K for the fiscal year ended
December 31, 1995; (ii) Quarterly Report on Form 10-Q for the
quarter ended March 31, 1996; and (iii) the description of the
Company's Common Stock in Registration Statement No. 33-28413 on
Form S-8 filed May 1, 1989.
All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended (the "Securities Exchange Act") after the date of this
Registration Statement and prior to the filing of a
post-effective amendment which indicates that all securities
offered hereunder have been sold or deregisters all securities
then remaining unsold shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof
from the date of filing of such documents.
Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in
any other subsequently filed document which also is incorporated
or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or
superseded shall not be deemed to constitute a part of this
Registration Statement, except as so modified or superseded.
The Company will provide without charge to each person to
whom a Prospectus relating to this Registration Statement is
delivered, at the written or oral request of such person, a copy
of any and all of the documents incorporated by reference herein
(other than exhibits to such documents unless such exhibits are
specifically incorporated by reference therein and made a part of
such documents). All requests for such copies should be directed
to: Secretary, Gannett Co., Inc., 1100 Wilson Boulevard,
Arlington, Virginia 22234, (703) 284-6000.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel
Certain legal matters in connection with this offering
will be passed upon by Nixon, Hargrave, Devans & Doyle LLP,
counsel for the Company.
The financial statements incorporated in this Registration
Statement by reference to the Company's Annual Report on Form 10-K
for the year ended December 31, 1995 have been so incorporated
in reliance on the report of Price Waterhouse LLP, independent
accountants, given on the authority of said firm as experts in
auditing and accounting.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law
("DGCL") permits the Company to indemnify any director or officer
of the Company against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement, incurred in
defense of any action (other than an action by or in the right of
the Company) arising by reason of the fact that he or she is or
was an officer or director of the Company if he acted in good
faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Company and, with respect to
any criminal action or proceeding, had no reasonable cause to
believe his or her conduct was unlawful. Section 145 also
permits the Company to indemnify any such officer or director
against expenses incurred in an action by or in the right of the
Company if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
Company, except in respect of any matter as to which such person
is adjudged to be liable to the Company. The DGCL requires
indemnification of such officers and directors against expenses
to the extent they may be successful in defending any such
action. The DGCL permits purchase of liability insurance by the
Company on behalf of officers and directors, and the Company has
purchased such insurance.
Section 17 of Article II of the Company's By-Laws requires
indemnification to the fullest extent permitted under Delaware
law of any person who is or was a director or officer of the
Company and who is or was involved or threatened to be made so
involved in any action, suit or proceeding, whether criminal,
civil, administrative or investigative, by reason of the fact
that such person is or was serving as a director, officer or
employee of the Company or any predecessor of the Company or was
serving at the request of the Company as a director, officer or
employee of any other enterprise.
Section 102(b)(7) of the DGCL permits the inclusion of a
provision in the certificate of incorporation of each corporation
organized thereunder, such as the Company, eliminating or
limiting, with certain exceptions, the personal liability of a
director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director. Article
NINTH of the Certificate of Incorporation of the Company
eliminates the liability of directors to the extent permitted by
Section 102(b)(7) of the DGCL.
The foregoing statements are subject to the detailed
provisions of Sections 145 and 102(b)(7) of the DGCL, Section 17
of Article II of the Company's By-Laws and Article NINTH of the
Company's Certificate of Incorporation, as applicable.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
5. Opinion and consent of Nixon, Hargrave, Devans &
Doyle LLP
10. Gannett Co., Inc. 1978 Executive Long-Term Incentive
Plan, as amended
23. Consent of Price Waterhouse LLP
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made of the securities registered hereby,
a post-effective amendment to this registration
statement:
(i) to include any prospectus
required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) to reflect in the prospectus any
facts or events arising after the
effective date of the
registration statement (or the
most recent post-effective
amendment thereof) which,
individually or in the aggregate,
represents a fundamental change
in the information set forth in
the Registration Statement; and
(iii) to include any material
information with respect to the
plan of distribution not previ-
ously disclosed in the Registra-
tion Statement or any material
change to such information in the
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the registration statement is on
Form S-3, Form S-8 or Form F-3, and the information required to
be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered
therein, and the offering of such securities at
that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being
registered which remain unsold at the termination
of the offering.
(b) The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act
(and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities
Exchange Act) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Reference is made to the indemnification provisions
referred in Item 6 of this Registration Statement.
Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the Company of expenses incurred or paid by a director,
officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
The Registrant. Pursuant to the requirements of the
Securities Act of 1933, the registrant certifies that it has
reasonable grounds to believe that it meets all of the require-
ments for filing on Form S-8, and has duly caused this Registra-
tion Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Arlington, Virginia, on the 6th day
of May, 1996.
GANNETT CO., INC.
By: s/ Douglas H. McCorkindale
--------------------------
Douglas H. McCorkindale
Vice Chairman and Chief
Financial and Administrative
Officer
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed below by the
following persons in the capacities and on the date indicated.
Signature Title Date
- ---------- ----------- --------
s/ John J. Curley Chairman, President, Chief May 6, 1996
- ----------------- Executive Officer, Director
John J. Curley
s/ Douglas H. McCorkindale Vice Chairman,
- -------------------------- Chief Financial May 6, 1996
Douglas H. McCorkindale and Administrative Officer,
Director
s/ Larry F. Miller Senior Vice President/Financial May 6, 1996
- ------------------ Planning and Controller
Larry F. Miller
______________________________
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the under-
signed constitutes and appoints John J. Curley, Douglas H.
McCorkindale and Thomas L. Chapple, and each of them, with full
power to act without the others, as said undersigned's true and
lawful attorney-in-fact and agent, with full and several power of
substitution, for said undersigned and in said undersigned's
name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and any other regulatory
authority, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as said
undersigned might or could do in person, hereby ratifying and
conforming all that said attorneys-in-fact and agents or any of
them, or their or his/her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed below by the
following persons in the capacities and on the date indicated.
Signature Title Date
- ---------- -------- ---------
s/ Andrew F. Brimmer Director May 6, 1996
- --------------------
Andrew F. Brimmer
s/ Meredith A. Brokaw Director May 6, 1996
- ---------------------
Meredith A. Brokaw
s/ Rosalynn Carter Director May 6, 1996
- ------------------
Rosalynn Carter
s/ Peter B. Clark Director May 6, 1996
- ------------------
Peter B. Clark
s/ Stuart T. K. Ho Director May 6, 1996
- ------------------
Stuart T. K. Ho
s/ Drew Lewis Director May 6, 1996
- -------------
Drew Lewis
s/ Josephine P. Lewis Director May 6, 1996
- ---------------------
Josephine P. Louis
s/ Rollan D. Melton Director May 6, 1996
- -------------------
Rollan D. Melton
s/ Thomas A. Reynolds, Jr. Director May 6, 1996
- --------------------------
Thomas A. Reynolds, Jr.
s/ Carl T. Rowan Director May 6, 1996
- ----------------
Carl T. Rowan
s/ Dolores D. Wharton Director May 6, 1996
- ---------------------
Dolores D. Wharton
Exhibit Index
Exhibit No. Description
5. Opinion and consent of Nixon, Hargrave, Devans
& Doyle LLP
10. Gannett Co., Inc. 1978 Executive Long-Term
Incentive Plan
23. Consent of Price Waterhouse LLP
Exhibit 5
Nixon, Hargrave, Devans & Doyle LLP
May 24, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Gannett Co., Inc. 1978 Executive
Long-Term Incentive Plan ("Plan")
Registration Statement on Form S-8
Dear Sir or Madam:
We have acted on behalf of Gannett Co., Inc. ("Gannett")
in connection with its Registration Statement on Form S-8 to
register under the Securities Act of 1933, as amended, 12,000,000
shares of Common Stock of Gannett to be sold pursuant to the
Plan.
We have examined and are familiar with originals or
copies, certified or otherwise identified to our satisfaction, of
such documents, corporate records and other instruments as we
have deemed necessary or appropriate in connection with rendering
this opinion.
Based on the foregoing, we are of the opinion that:
The shares of the Common Stock being registered with
the Securities and Exchange Commission on Form S-8 as described
above will, when sold according to the terms of the Plan, be
legally issued, fully paid and non-assessable shares of Common
Stock of Gannett.
We consent to the filing of this opinion as an exhibit to
the above-mentioned Registration Statement on Form S-8 and to the
use of our name in any Prospectus used in connection with the Plan.
Very truly yours,
s/ Nixon, Hargrave, Devans & Doyle LLP
GANNETT CO., INC.
1978 EXECUTIVE LONG-TERM INCENTIVE PLAN
[Reflects All Amendments Through
Amendment No. 7 - May 7, 1996]
TABLE OF CONTENTS
ARTICLE I GENERAL
1.1 Purpose ................................ 1
1.2 Administration ......................... 1
1.3 Eligibility for Participation .......... 2
1.4 Types of Awards Under Plan ............. 3
1.5 Aggregate Limitation on Awards ......... 3
1.6 Effective Date and Term of Plan ........ 4
1.7 Prior Plans ............................ 5
ARTICLE II STOCK OPTIONS
2.1 Award of Stock Options ................. 5
2.2 Option Agreements ...................... 6
2.3 Option Price ........................... 6
2.4 Term and Exercise of Options ........... 6
2.5 Manner of Payment ...................... 7
2.6 Death of Optionee ...................... 7
2.7 Retirement or Disability ............... 8
2.8 Termination for Other Reasons .......... 8
2.9 Effect of Exercise ..................... 8
2.10 Maximum Value of ISO Shares ............ 9
ARTICLE III ALTERNATE APPRECIATION RIGHTS
3.1 Award of Alternate Rights .............. 9
3.2 Agreement Evidencing
Alternate Rights ..................... 9
3.3 Exercise ............................... 10
3.4 Amount of Payment ...................... 10
3.5 Form of Payment ........................ 11
3.6 Effect of Exercise ..................... 11
3.7 Termination of Employment
or Death ............................. 11
ARTICLE IV PERFORMANCE UNITS
4.1 Award of Performance Units ............. 12
4.2 Performance Unit Agreements ............ 12
4.3 Number of Performance Units ............ 12
4.4 Stated Value of Performance
Units ................................ 13
4.5 Payment of Non-Related
Performance Units .................... 13
4.6 Payment of Related Performance
Units ................................ 14
4.7 Form of Payment ...................... 15
4.8 Performance Targets .................. 15
4.9 Termination of Employment ............ 16
4.10 Death, Disability or Retirement ...... 16
ARTICLE V STOCK INCENTIVE RIGHTS
5.1 Award of Stock Incentive Rights ........ 17
5.2 Stock Incentive Agreements ............. 17
5.3 Shares Issuable Under Stock
Incentive Rights ..................... 17
5.4 Incentive Period ....................... 18
5.5 Dividend Equivalents ................... 18
5.6 Termination of Employment .............. 18
5.7 Death, Disability or Retirement ........ 19
ARTICLE VI MISCELLANEOUS
6.1 General Restriction .................... 19
6.2 Non-Assignability ...................... 20
6.3 Withholding Taxes ...................... 20
6.4 Right to Terminate Employment .......... 22
6.5 Non-Uniform Determinations ............. 22
6.6 Rights as a Shareholder ................ 23
6.7 Definitions ............................ 23
6.8 Leaves of Absence ...................... 24
6.9 Newly Eligible Employees ............... 24
6.10 Adjustments ............................ 24
6.11 Reorganization ......................... 25
6.12 Amendment of the Plan .................. 27
6.13 Change in Control Provisions ........... 27
GANNETT CO., INC.
1978 EXECUTIVE LONG-TERM INCENTIVE PLAN
[Showing All Amendments Through May 7, 1996]
ARTICLE I
GENERAL
1.1 Purpose
The purpose of this l978 Executive Long-Term Incentive Plan
(the "Plan") is to provide for the officers and other key
employees of Gannett Co., Inc. and its subsidiaries (collectively
called the "Company") an incentive to join or remain in the
employ of the Company, and to maintain and enhance the Company's
long-term performance record.
1.2 Administration
(a) The Plan shall be administered by the Executive
Compensation Committee (the "Committee") of the Company's
Board of Directors, as constituted from time to time. The
Committee shall consist of at least three members of the
Board, none of whom shall be, while serving on the
Committee, or shall have been, within one year prior to
commencement of service on the Committee, eligible to
receive an award under the Plan or under any other plan of
the Company or its affiliates under which participants are
entitled to acquire stock, stock options or stock
appreciation rights of the Company or any of its affiliates.
-2-
(b) The Committee shall have the authority, in its
sole discretion and from time to time: (i) to designate the
employees or classes of employees eligible to participate in
the Plan; (ii) to grant awards provided in the Plan in such
form and amount as the Committee shall determine; (iii) to
impose such limitations, restrictions and conditions upon
any such award as the Committee shall deem appropriate; and
(iv) to interpret the Plan, to adopt, amend and rescind
rules and regulations relating to the Plan, and to make all
other determinations and take all other action necessary or
advisable for the implementation and administration of the
Plan.
(c) Decisions and determinations of the Committee on
all matters relating to the Plan shall be in its sole
discretion and shall be conclusive. No member of the
Committee shall be liable for any action taken or decision
made in good faith relating to the Plan or any award
thereunder.
1.3 Eligibility for Participation
Participants shall be selected by the Committee from the
executive officers and other key employees of the Company who
occupy responsible managerial or professional positions and who
have the capability of making a substantial contribution to the
success of the Company. In making this selection and in
determining the form and amount of awards, the Committee shall
give consideration to the functions and responsibilities of the
individual, past and potential contributions to profitability and
-3-
sound growth, the value of his services to the Company, and any
other factors deemed relevant by the Committee.
1.4 Types of Awards Under Plan
Awards under the Plan may be in the form of any one or more
of the following:
(a) options ("Options"), as described in Article II;
(b) alternate appreciation rights ("Alternate Rights"),
as described in Article III;
(c) Performance Units, as described in Article IV; and/or
(d) stock incentive rights ("Incentive Rights"), as
described in Article V.
1.5 Aggregate Limitation on Awards
(a) Shares of stock which may be issued under the
Plan shall be authorized and unissued or treasury shares of
common stock of the Company ("Common Stock"). The maximum
number of shares of Common Stock which may be issued under
the Plan shall be 17,811,047 which consists of 12,000,000
added in Amendment No. 7 and 5,811,047 which were available
for issuance under the Plan as of the close of business on
January 1, 1996.
(b) For purposes of Section 1.5(a), in addition to
shares of Common Stock actually issued pursuant to Incentive
Rights and the exercise of Options, there shall be deemed to
have been issued a number of shares equal to the sum of (i)
the number of shares of Common Stock in respect of which
-4-
Alternate Rights (as described in Article III) shall have
been exercised, and (ii) the number of Related and Non-Related
Performance Units (as described in Article IV) the
value of which the Company shall have paid under the Plan.
(c) Any shares of Common Stock subject to an Option
or Incentive Right which for any reason is terminated,
canceled, forfeited, unexercised or expires shall again be
available for issuance under the Plan, but shares subject to
an Option which are not issued as a result of the exercise
of Alternate Rights or payment of Related Performance Units
shall not again be available for issuance under the Plan.
1.6 Effective Date and Term of Plan
(a) The Plan shall become effective on
December 26, 1977 and the Committee may, in its discretion,
make awards to eligible employees as of that date, subject,
however, to the approval of the Plan by the holders of a
majority of the shares of Common Stock of the Company
present in person or by proxy and entitled to vote at the
1978 annual meeting of the stockholders of the Company.
(b) No awards shall be made under the Plan after the
last day of the Company's 2007 fiscal year; provided,
however, that the Plan and all awards made under the Plan
prior to such date shall remain in effect until such awards
have been satisfied or terminated in accordance with the
Plan and the terms of such awards.
-5-
1.7 Prior Plans
Effective on December 26, 1977, no further awards
shall be made under the Company's 1968 Stock Option Plan (as
amended), the 1975 Long-Term Incentive Compensation Plan, the
Speidel Stock Option Plan #1 or the Speidel Stock Option Plan #2;
provided, however, that any rights theretofore granted under any
such Plan shall not be affected.
ARTICLE II
STOCK OPTIONS
2.1 Award of Stock Options
The Committee may from time to time, and subject to the
provisions of the Plan and such other terms and conditions as the
Committee may prescribe, grant to any participant in the Plan one
or more Incentive Stock Options, as defined in Internal Revenue
Code Section 422A ("ISO's"), and/or nonstatutory options
("NISO's") (both referred to herein as "Options" except where
specifically referenced otherwise) to purchase the number of
shares of Common Stock allotted by the Committee. The date an
Option is granted shall mean the date selected by the Committee
as of which the Committee allots a specific number of shares to a
participant pursuant to the Plan. An ISO shall not be granted to
an employee who owns stock possessing more than ten percent of
the total combined voting power of all classes of stock of the
Company. In no event shall the Committee grant to any
participant during any fiscal year options representing more than
175,000 shares of Common Stock.
-6-
2.2 Option Agreements
The grant of an Option shall be evidenced by a written Stock
Option Agreement, executed by the Company and the holder of an
Option ("optionee"), stating the number of shares of Common Stock
subject to the Option evidenced thereby, and in such form as the
Committee may from time to time determine.
2.3 Option Price
The purchase price per share of Common Stock ("option
price") deliverable upon the exercise of an Option shall be not
less than 100% of the fair market value of a share of Common
Stock on the date the Option is granted, as determined by the
Committee.
2.4 Term and Exercise of Options
Unless otherwise determined by the Committee, each
Option granted under the Plan shall become exercisable with
respect to 25% of the shares subject thereto on the first
anniversary of the date of grant thereof, and with respect to an
additional 25% of such shares on each of the second, third and
fourth anniversaries of such date of grant. Options may be
partially exercised from time to time within such percentage
limitations. Options granted under the Plan shall be exercisable
during such period or periods as the Committee shall determine;
provided, however, that no Option shall be exercisable more than
10 years after the date of grant thereof.
-7-
2.5 Manner of Payment
Each Stock Option Agreement shall set forth the procedure
governing the exercise of the Option granted thereunder, and
shall provide that, upon such exercise in respect of any shares
of Common Stock subject thereto, the optionee shall
pay to the Company the full option price for such shares. The
option price may be paid with cash or, upon the prior approval of
the Committee and in accordance with applicable laws and
regulations, with a combination of cash and shares of the
Company's Common Stock already owned by the optionee. Shares of
the Company's Common Stock tendered to the Company shall be
applied to the full option price at their fair market value as of
the end of the day of exercise. For these purposes, their fair
market value shall be determined under Section 6.7(c). No
fractional shares may be tendered or accepted in payment of the
option price. As soon as practicable after receipt of payment of
the full option price, the Company will deliver to the optionee a
certificate or certificates for the shares of Common Stock
acquired by the exercise.
2.6 Death of Optionee
Upon the death of the optionee, any rights to the extent
exercisable on the date of death may be exercised by the
optionee's estate, or by a person who acquires the right to
exercise such Option by bequest or inheritance or by reason of
the death of the optionee, provided that such exercise occurs
within both the remaining effective term of the Option and one
year after the optionee's death. The provisions of this Section
-8-
2.6 shall apply notwithstanding the fact that the optionee's
employment may have terminated prior to death, but only to the
extent of any rights exercisable on the date of death.
2.7 Retirement or Disability
Upon termination of the optionee's employment by reason of
permanent disability or retirement at or after age 65, or, in the
sole discretion of the Committee, early retirement prior to age
65, the optionee may, within 90 days from the date of
termination, exercise any Option to the extent such Option was
exercisable on the date of termination. The Committee may, for
any Options granted at any time under the Plan, in its
discretion, extend the exercise period to up to three years
following such termination of employment; provided, however, in
no event shall any such extension extend the term of any Option
beyond the ten (10) year maximum term limit provided by Section
2.4.
2.8 Termination for Other Reasons
Except as provided in Sections 2.6 and 2.7, or except as
otherwise determined by the Committee, all Options granted under
the Plan shall terminate upon the termination of the optionee's
employment.
2.9 Effect of Exercise
The exercise of any Option shall cancel that number of
related Alternate Rights, if any, and that number of Related
-9-
Performance Units, if any, which is equal to the number of shares
of Common Stock purchased pursuant to said Option.
2.10 Maximum Value of ISO Shares
The aggregate fair market value (determined as of the date
of grant) of the shares of Common Stock subject to options that
first become exercisable in any calendar year may not exceed
$100,000 per employee, and no grant or grants of ISO's shall be
made to an employee, under this Plan or any other ISO plan of the
Company or its subsidiaries, that provides for the exercise of a
greater amount.
ARTICLE III
ALTERNATE APPRECIATION RIGHTS
3.1 Award of Alternate Rights
Concurrently with the award of any Option under
the Plan to purchase one or more shares of Common Stock, the
Committee may, subject to the provisions of the Plan and such
other terms and conditions as the Committee may prescribe, award
to the optionee a related alternate appreciation right
("Alternate Right") with respect to each such share of Common
Stock.
3.2 Agreement Evidencing Alternate Rights
Alternate Rights granted under the Plan shall be
evidenced by written agreements in such form as the Committee may
from time to time determine.
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3.3 Exercise
An optionee who has been granted Alternate Rights may, from
time to time, in lieu of the exercise of an equal number of
Options, elect to exercise one or more Alternate Rights and
thereby become entitled to receive from the Company payment in
such form and amount as shall be determined pursuant to Sections
3.4 and 3.5. Alternate Rights shall be exercisable only to the
same extent and subject to the same conditions as the Option or
Options related thereto are exercisable, as provided in Article
II. An Alternative Right issued in tandem with an ISO may be
exercised only when the market price of the stock subject to the
ISO exceeds the exercise price of the ISO. The Committee may, in
its discretion, prescribe additional conditions to the exercise
of any Alternate Rights.
3.4 Amount of Payment
The amount of payment to which an optionee shall be entitled
upon the exercise of each Alternate Right shall be equal to 80%
of the amount, if any, by which the fair market value of a share
of Common Stock on the exercise date exceeds the fair market
value of a share of Common Stock on the date the Option related
to said Alternate Right was granted; provided, however, that the
amount of payment shall not exceed 100% of the fair market value
of a share of Common Stock on the date the Option related to said
Alternate Right was granted.
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3.5 Form of Payment
Payment of the amount to which an optionee is entitled upon
the exercise of Alternate Rights, as determined pursuant to
Section 3.4, shall be made in cash, shares of Common Stock or
partly in cash and partly in shares of Common Stock, as the
Committee shall determine. To the extent that payment is made in
Common Stock, the number of shares shall be determined by
dividing the amount of such payment by the fair market value of a
share of Common Stock as of the close of business on the date on
which the Company receives notice of the optionee's exercise of
such Alternate Rights.
3.6 Effect of Exercise
The exercise of any Alternate Rights shall cancel an equal
number of shares of Common Stock subject to the Options related
thereto and an equal number of Performance Units, if any, related
to said Options.
3.7 Termination of Employment or Death
In the event that a recipient of Alternate Rights ceases to
be employed by the Company for any reason, his Alternate Rights
shall be exercisable only to the extent and upon the same
conditions that the Options related thereto are exercisable under
Article II and, in addition, only upon the specific approval of
the Committee.
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ARTICLE IV
PERFORMANCE UNITS
4.1 Award of Performance Units
The Committee may from time to time, and subject
to the provisions of the Plan and such other terms and conditions
as the Committee may prescribe, grant one or more Performance
Units to any participant under the Plan. At the time it grants
any Performance Units under the Plan, the Committee shall
determine whether or not such Performance Units shall be related
(on a one-for-one basis and with the effect herein set forth) to
shares of Common Stock which are subject to an Option
concurrently being granted under the Plan to the grantee of such
Units. Performance Units which are so related to shares of
Common Stock are sometimes referred to herein as "Related
Performance Units," and Performance Units which are not so
related are sometimes referred to herein as "Non-Related
Performance Units."
4.2 Performance Unit Agreements
Performance Units granted under the Plan shall be
evidenced by written agreements in such form as the Committee may
from time to time determine.
4.3 Number of Performance Units
(a) Upon making an award, the Committee shall
determine (and the Performance Unit Agreement shall state)
the number of Performance Units granted to the grantee. If
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the Units awarded are Related Performance Units, the number
of such Units shall be equal to the number of shares of
Common Stock subject to the Option or Options granted
concurrently therewith to the grantee.
(b) Upon the exercise of any Options or Alternate
Rights, there shall be cancelled that number of Related
Performance Units, if any, which is equal to the sum of the
number of shares of Common Stock purchased pursuant to said
Options plus the number of said Alternate Rights which are
exercised.
4.4 Stated Value of Performance Units
Upon making an award, the Committee shall determine (and the
Performance Unit Agreement shall state) the Stated Value of the
Performance Units awarded to the grantee. The Stated Value of a
Performance Unit shall be calculated in a manner prescribed by
the Committee with reference to a primary performance target for
such Unit for a period not exceeding four years ("Award Period"),
all as established by the Committee prior to the award. In no
event, however, shall the Stated Value of a Performance Unit
exceed 75% of the fair market value of a share of Common Stock on
the date such Unit is granted.
4.5 Payment of Non-Related Performance Units
Payment in respect of Non-Related Performance Units shall be
made to the grantee thereof within 90 days after the Award Period
for such Units has ended, but only to the extent that such Units
have been earned out by the attainment of the performance targets
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set for such Units by the Committee pursuant to Section 4.8.
Such payment shall be in an amount equal to the dollar value of
the Performance Units earned out, but shall in no event exceed
the Stated Value of such Units.
4.6 Payment of Related Performance Units
(a) Payment in respect of Related Performance Units
shall be made to the grantee thereof only if, within 90 days
after the Award Period for such Units has ended, the
Committee shall decide to make such payment. If the
Committee decides not to make such payment, or if during
such 90 day period no decision is made, then such Related
Performance Units shall automatically be cancelled and no
payment shall become due.
(b) If the Committee decides to make payment for
Related Performance Units pursuant to Section 4.6(a), then
such payments shall be made within 120 days after the Award
Period for such Units has ended, but only to the extent that
such Units have been earned out by the attainment of the
performance targets set for such Units by the Committee
pursuant to Section 4.8. Such payment shall be in an amount
equal to the dollar value of the Performance Units earned
out, but shall in no event exceed the Stated Value of such
Units.
(c) Upon the decision by the Committee pursuant to
Section 4.6(a) to make payment for any Related Performance
Units, the Options to purchase shares of Common Stock
related thereto shall automatically be cancelled.
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4.7 Form of Payment
Payments for Performance Units shall be made in cash, shares
of Common Stock, or partly in cash and partly in shares of Common
Stock, as the Committee shall determine. To the extent that
payment is made in Common Stock, the number of shares shall be
determined by dividing the amount of such payment by the fair
market value of a share of Common Stock as of the close of
business on the last day before payment is made.
4.8 Performance Targets
(a) Upon the award of any Performance Units, the
Committee shall establish (and the Performance Unit
Agreement shall state) primary and minimum performance
targets to be attained within the Award Period as a
condition of such Performance Units being earned out. Each
performance target shall be expressed as a cumulative
compound average rate of growth in the Company's earnings
per share ("EPS") over a base EPS selected by the Committee.
No primary performance target shall provide for more than
18% nor less than 12% cumulative compound average growth in
EPS per year over an Award Period. No minimum performance
target shall provide for more than 12% nor less than 8%
cumulative compound average growth in EPS per year over an
Award Period.
(b) Attainment by the Company of the primary
performance target in respect of an Award Period will result
in 100% of the Stated Value of the Performance Units being
earned out. Failure by the Company to attain the minimum
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performance target shall mean that no portion of the Stated
Value of the Performance Units has been earned out.
Attainment of performance between the primary and minimum
performance targets in respect of an Award Period shall
result in a proportionate amount of the Stated Value of the
Performance Units being earned out.
(c) Notwithstanding the ranges of performance targets
set forth in subsection (a) above and the criteria for
earning Performance Units set forth in subsection (b) above,
the Committee, in its sole discretion, may make exceptions
to the provisions of subsections (a) and (b) above in
granting Performance Units to reflect the changing nature
and diversification of the Company.
4.9 Termination of Employment
Except as provided in Section 4.10, or except as otherwise
determined by the Committee, all Performance Units granted to a
participant under the Plan shall terminate upon termination of
the participant's employment with the Company.
4.10 Death, Disability or Retirement
In the event that the employment of a participant
who has been granted Performance Units under the Plan shall
terminate during an Award Period by reason of death, permanent
disability (as determined by the Committee), retirement at or
after age 65, or, in the sole discretion of the Committee, early
retirement prior to age 65, such participant shall be entitled to
receive, within 120 days after the end of the Award Period,
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payment in respect of said Performance Units to the same extent,
if at all, as if he were an employee throughout the Award Period;
provided, however, that such payment shall be adjusted by
multiplying the amount thereof by a fraction, the numerator of
which shall be the number of full calendar months between the
date of award of the Performance Units and the date that
employment terminated, and the denominator of which shall be the
number of full calendar months from the date of award to the end
of the Award Period.
ARTICLE V
STOCK INCENTIVE RIGHTS
5.1 Award of Stock Incentive Rights
The Committee may from time to time, and subject to the
provisions of the Plan and such other terms and conditions as the
Committee may prescribe, award one or more stock incentive rights
("Incentive Rights") to any participant under the Plan.
5.2 Stock Incentive Agreements
Incentive Rights granted under the Plan shall be evidenced
by written agreements ("Stock Incentive Agreements") in such form
as the Committee may from time to time determine.
5.3 Shares Issuable Under Stock Incentive Rights
Each Stock Incentive Agreement shall set forth the number of
shares of Common Stock issuable under the Incentive Rights
evidenced thereby. Subject to Sections 5.6 and 5.7, the grantee
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of Incentive Rights shall be entitled to receive the number of
shares of Common Stock issuable thereunder, without payment, upon
the expiration of the incentive period in respect of such shares.
5.4 Incentive Period
Each Stock Incentive Agreement shall set forth the incentive
period or periods which shall be applicable to the shares of
Common Stock issuable thereunder. The Committee may establish
one incentive period for a specified portion of such shares of
Common Stock and other incentive periods for other specified
portions of such shares.
5.5 Dividend Equivalents
Each grantee of an Incentive Right which has not terminated
shall be entitled to receive payment from the Company in an
amount equal to each cash dividend the Company would have paid to
such grantee had he or she, on the record date for the payment of
such dividend, owned of record the shares of Common Stock which
are issuable under such Incentive Right as of the close of
business on such record date. Each such payment shall be made by
the Company on the payment date of the cash dividend in respect
of which it is to be made, or as soon as practicable thereafter.
5.6 Termination of Employment
Except as provided in Section 5.7, or except as otherwise
determined by the Committee, all Incentive Rights granted to a
participant under the Plan shall terminate upon termination of
the participant's employment with the Company prior to the end of
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the incentive period applicable to such Incentive Rights, and in
such event the participant shall not be entitled to receive any
shares of Common Stock in respect thereof.
5.7 Death, Disability or Retirement
In the event that the employment of a participant who has
been granted Incentive Rights under the Plan shall terminate
during an incentive period by reason of death, permanent
disability (as determined by the Committee), retirement at or
after age 65, or, in the sole discretion of the Committee, early
retirement prior to age 65, such participant shall be entitled to
receive, upon the expiration of the incentive period, the number
of shares of Common Stock equal to the product of (i) the total
number of shares in respect of such Incentive Rights which the
participant would have been entitled to receive upon the
expiration of the incentive period had his employment not
terminated, and (ii) a fraction, the numerator of which shall be
the number of full calendar months between the date of award of
the Incentive Rights and the date that employment terminated, and
the denominator of which shall be the number of full calendar
months from the date of award to the end of the incentive period.
ARTICLE VI
MISCELLANEOUS
6.1 General Restriction
Each award under the Plan shall be subject to the
requirement that, if at any time the Committee shall determine
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that (i) the listing, registration or qualification of the shares
of Common Stock subject or related thereto upon any securities
exchange or under any state or federal law, or (ii) the consent
or approval of any government regulatory body, or (iii) an
agreement by the grantee of an award with respect to the
disposition of shares of Common Stock, is necessary or desirable
as a condition of, or in connection with, the granting of such
award or the issue or purchase of shares of Common Stock
thereunder, such award may not be consummated in whole or in part
unless such listing, registration, qualification, consent,
approval or agreement shall have been effected or obtained free
of any conditions not acceptable to the Committee.
6.2 Non-Assignability
No award under the Plan shall be assignable or transferable
by the recipient thereof, except by will or by the laws of
descent and distribution. During the life of the recipient, such
award shall be exercisable only by such person or by such
person's guardian or legal representative.
6.3 Withholding Taxes
(a) Whenever the Company proposes or is required to
issue or transfer shares of Common Stock under the Plan, the
Company shall have the right to require the grantee to remit
to the Company an amount sufficient to satisfy any federal,
state and local withholding tax requirements prior to the
delivery of any certificate or certificates for such shares.
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(b) Whenever under the Plan payments are to be made in
cash, such payments shall be net of an amount sufficient to
satisfy any federal, state and local withholding tax
requirements.
(c) The grantee may satisfy, totally or in part, his
obligations pursuant to paragraph (a) by electing to have
shares withheld, to redeliver shares acquired under an
award, or to deliver previously owned shares, provided that
the election is made in writing on or prior to (i) the date
of exercise, in the case of Options and Alternate Rights,
(ii) the date of payment, in respect of Performance Units,
and (iii) the expiration of the incentive period, in respect
of Incentive Rights. Any election made under this paragraph
(c) shall be irrevocable by the grantee and may be
disapproved by the Committee at any time in its sole
discretion. If an election is disapproved by the Committee,
the grantee must satisfy his obligations pursuant to
paragraph (a) in cash. If the grantee is an officer of the
Company within the meaning of Section 16 of the Securities
Exchange Act of 1934 and seeks to have shares withheld in a
manner that exempts the withholding from the provisions of
Section 16, then the election provided for in this paragraph
(c) must satisfy the following requirements:
(i) the election may not be made within six
months after the grant of the award with respect to
which the election is to be made (except that this
limitation will not apply in the event death or
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disability of the grantee occurs prior to the
expiration of the six month period); and
(ii) the election must be made either (a) at
least six months prior to the Tax Date (as defined
below) or (b) in a ten day period that precedes or
includes the exercise date and that begins on the third
day following the public release of the Company's
quarterly or annual summary statements of sales and
earnings. Tax Date means the date on which the amount
of tax to be withheld is measured for Federal income
tax purposes.
6.4 Right to Terminate Employment
Nothing in the Plan or in any agreement entered into
pursuant to the Plan shall confer upon any participant the right
to continue in the employment of the Company or affect any right
which the Company may have to terminate the employment of such
participant.
6.5 Non-Uniform Determinations
The Committee's determinations under the Plan (including
without limitation determinations of the persons to receive
awards, the form, amount and timing of such awards, the terms and
provisions of such awards and the agreements evidencing same, and
the establishment of Stated Values and performance targets
pursuant to Article IV) need not be uniform and may be made by it
selectively among persons who receive, or are eligible to
-23-
receive, awards under the Plan, whether or not such persons are
similarly situated.
6.6 Rights as a Shareholder
The recipient of any award under the Plan shall have no
rights as a shareholder with respect thereto unless and until
certificates for shares of Common Stock are issued to him.
6.7 Definitions
(a) As used in the Plan, the term "subsidiary" means
any corporation of which, at the time of reference, 50% or
more of the shares entitled to vote generally in an election
of directors are owned directly or indirectly by Gannett
Co., Inc. or any subsidiary thereof.
(b) As used in the Plan, the term "affiliate" means
any person or entity which directly, or indirectly through
one or more intermediaries, controls, is controlled by, or
is under common control with the Company.
(c) As used in the Plan, the term "fair market value"
as of any date and in respect of any share of Common Stock
means the then most recent closing price of a share of
Common Stock reflected in the consolidated trading tables of
the Wall Street Journal (presently the New York Stock
Exchange - Composite Transactions) or any other publication
selected by the Committee, provided that, if shares of
Common Stock shall not have been traded on the New York
Stock Exchange for more than 10 days immediately preceding
such date or if deemed appropriate by the Committee for any
-24-
other reason, the fair market value of shares of Common
Stock shall be as determined by the Committee in such other
manner as it may deem appropriate. In no event shall the
fair market value of any share of Common Stock be less than
its par value.
6.8 Leaves of Absence
The Committee shall be entitled to make such rules,
regulations and determinations as it deems appropriate under the
Plan in respect of any leave of absence taken by the recipient of
any award. Without limiting the generality of the foregoing, the
Committee shall be entitled to determine (i) whether or not any
such leave of absence shall constitute a termination of
employment within the meaning of the Plan and (ii) the impact, if
any, of any such leave of absence on awards under the Plan
theretofore made to any recipient who takes such leave of
absence.
6.9 Newly Eligible Employees
The Committee shall be entitled to make such rules,
regulations, determinations and awards as it deems appropriate in
respect of any employee who becomes eligible to participate in
the Plan or any portion thereof after the commencement of an
award or incentive period.
6.10 Adjustments
In the event of any change in the outstanding Common Stock
by reason of a stock dividend or distribution, recapitalization,
-25-
merger, consolidation, split-up, combination, exchange of shares
or the like, or in the event of a material spin-off or other
distribution of assets, the Committee shall appropriately adjust
the number of shares of Common Stock which may be issued under
the Plan, the number of shares of Common Stock subject to Options
and Incentive Rights theretofore granted under the Plan, the
option price of Options theretofore granted under the Plan, the
number of Performance Units theretofore awarded under the Plan,
the performance targets referred to in Section 4.8 and any and
all other matters deemed appropriate by the Committee, so as to
preserve the employee's economic interest in the Company relative
to shareholders. The Committee may, in its discretion and for
purposes of determining whether performance targets set pursuant
to Article IV have been met, equitably restate the Company's EPS
to take into account (i) the dilutive effect, if any, of awards
under the Plan which have not resulted in the actual issuance of
shares of Common Stock, (ii) the dilutive effect, if any, of
acquisitions of businesses by the Company, (iii) the dilutive
effect, if any, of any extraordinary and nonrecurring events, and
(iv) the effect of any changes in accounting practices, tax laws,
or other laws or regulations that significantly affect the
Company's reported EPS.
6.11 Reorganization
(a) In the event that Gannett Co., Inc. ("Gannett") is
merged or consolidated with another corporation and (1)
Gannett is not the surviving corporation or (2) Gannett
shall be the surviving corporation and there shall be any
-26-
change in the shares of Common Stock by reason of such
merger or consolidation, or in the event that all or
substantially all of the assets of Gannett are acquired by
another corporation, or in the event of the reorganization
or liquidation of Gannett (each such event being hereinafter
referred to as a "Reorganization Event") or in the event
that the Board of Directors of Gannett shall propose that
Gannett enter into a Reorganization Event, then the
Committee may in its discretion take any or all of the
following actions:
(i) by written notice to each optionee, provide
that his or her Options will be terminated unless
exercised within 30 days (or such longer period as the
Committee shall determine) after the date of such
notice;
(ii) advance the dates upon which any or all
outstanding Options shall be exercisable;
(iii) reduce the term of any or all incentive
periods; and
(iv) as to outstanding Performance Units, make
appropriate provision for modified or new Performance
Units on an equitable basis, including the modification
of performance targets and/or the dates upon which any
applicable Award Periods
shall expire.
(b) Whenever deemed appropriate by the Committee, any
action referred to in Section 6.11(a) may be made
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conditional upon the consummation of the applicable
Reorganization Event.
6.12 Amendment of the Plan
The Committee may at any time and from time to time
terminate, modify or amend the Plan in any respect except that
without shareholder approval the Committee may not (i) increase
the maximum number of shares of Common Stock which may be issued
under the Plan (other than increases pursuant to Section 6.10),
(ii) change the class of eligible employees, or (iii) withdraw
the authority to administer the Plan from a Committee consisting
of Directors not eligible to receive awards under the Plan. The
termination, modification or amendment of the Plan shall not,
without the consent of a participant, affect his or her rights
under an award previously granted to him or her.
6.13 Change in Control Provisions.
Notwithstanding anything to the contrary in this Plan, the
following provisions shall apply to all outstanding Incentive
Rights, Options, Alternate Rights, Option Surrender Rights, and
Performance Units, and all such awards granted in the future.
(a) Definitions. The following definitions shall
apply to this Section:
(1) As used in the Plan, a "Change in Control"
shall be deemed to have occurred under any one or more
of the following conditions:
(i) if, within three years of any merger,
consolidation, sale of a substantial part of
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Gannett's assets, or contested election, or any
combination of the foregoing transactions (a
"Transaction"), the persons who were directors of
Gannett immediately before the Transaction shall
cease to constitute a majority of the Board of
Directors (x) of Gannett or (y) of any successor
to Gannett, or (z) if Gannett becomes a subsidiary
of or is merged into or consolidated with another
corporation, of such corporation. (Gannett shall
be deemed a subsidiary of such other corporation
if such other corporation owns or controls,
directly or indirectly, a majority of the combined
voting power of the outstanding shares of the
capital stock of Gannett entitled to vote
generally in the election of directors ("Voting
Stock"));
(ii) if, as a result of a Transaction,
Gannett does not survive as an entity, or its
shares are changed into the shares of another
corporation;
(iii) if any "person" (as that term is used
in Section 13(d) or 14(d)(2) of the Securities
Exchange Act of 1934) becomes a beneficial owner
directly or indirectly of securities of Gannett
representing 20% or more of the combined voting
power of Gannett's Voting Stock;
(iv) if three or more persons are elected
directors of Gannett despite the opposition of a
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majority of the directors of Gannett then in
office; or
(v) upon determination by the Executive
Compensation Committee that a Change in Control
has occurred, if such a person as defined in
subparagraph (iii) above becomes the beneficial
owner directly or indirectly of securities of
Gannett representing from 12% up to 20% of the
combined voting power of Gannett's Voting Stock.
(2) "CIC Price" shall mean the higher of (i) the
highest price paid for a share of the Company's common
stock in the transaction or series of transactions
pursuant to which a Change in Control of the Company
shall have occurred, or (ii) the highest price paid for
a share of the Company's common stock during the 60-day
period immediately preceding the date of exercise of an
Option, Alternate Right or Option Surrender Right or
the date of expiration of the incentive period for an
Incentive Right or award period for a Performance Unit,
all as reported in the Wall Street Journal in the New
York Stock Exchange Composite Transactions or similar
successor consolidated transactions reports.
(3) "Window Period" shall mean the period
commencing upon the date of the first public disclosure
that an event which constitutes a Change in Control has
occurred and ending on the 60th calendar day after such
public disclosure.
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(b) Acceleration Provisions.
(1) Options and Alternate Rights. Option and
Alternate Right agreements may, if the Committee so
determines, provide that upon the occurrence of a
Change in Control all outstanding Options and Alternate
Rights shall become fully exercisable during the Window
Period.
If the Window Period occurs within the six-month
period following the grant of an Option or an Alternate
Right, then such Option or Alternate Right shall be
exercisable for a period of 60 days following
expiration of such six-month period, and for purposes
of Article III of this Plan the employee shall be
deemed employed during that 60-day period. After the
close of the Window Period or the extended period
provided for in the preceding sentence, Options and
Alternate Rights shall be subject to their terms and
provisions, including without limitation their vesting
schedules, that existed prior to such period.
(2) Stock Incentive Rights and Performance Units.
Stock Incentive Rights agreements may, if the Committee
so determines, provide that if there is a Change in
Control, the relevant incentive period or periods will
be deemed to expire on the date on which the employee
notifies the Company in writing that he or she wishes
to be paid for Incentive Rights under the terms of this
Section 6.13, or, if no such notice is given, the
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relevant incentive period or periods will be deemed to
expire on the last day of the Window Period.
Performance Unit agreements may, if the Committee
so determines, provide that if there is a Change in
Control, the relevant Award Period or Periods will be
deemed to end on the date on which the employee
notifies the Company in writing that he or she wishes
to be paid for Performance Units, or, if no such notice
is given, the relevant Award Period or Periods will be
deemed to expire on the last day of the Window Period.
(c) Limitation on Acceleration and Payment.
(1) Intention of Section 6.13. The acceleration
or payment of Plan awards could, in certain
circumstances, subject the employee to the excise tax
provided under section 4999 of the Internal Revenue
Code of 1986 (the "Code"). It is the object of this
Section 6.13 to see that each employee retains in full
the benefits of the Plan and to provide for the maximum
after-tax income to each employee.
Accordingly, the employee must determine, before
any payments are made on awards governed by
Section 6.13(b)(2), which of two alternative forms of
acceleration will maximize the employee's after-tax
proceeds, and must notify the Company in writing of his
or her determination.
The first alternative is the payment in full of
all awards governed by Section 6.13(b)(2).
-32-
The second alternative is the payment of only a
part of the employee's awards so that the employee
receives the largest payment possible without causing
an excise tax to be payable by the employee under
section 4999 of the Code (or any amended or successor
provision). This second alternative is referred to in
this Section as "Limited Vesting".
(2) Limitation on Employee's Rights. The
employee's awards shall be paid only to the extent
permitted under the alternative determined by the
employee to maximize his or her after-tax proceeds, and
the employee shall have no rights to any greater
payments on his or her awards.
(3) Determination to be Conclusive. The
determination of whether Limited Vesting is required
and the application of the rules in Sections 6.13(d)(3)
and 6.13(d)(4) shall initially be made by the employee
and all such determinations shall be conclusive and
binding on the Company unless the Company proves that
they are clearly erroneous. In the latter event, such
determinations shall be made by the Company.
(d) Payments.
(1) Alternate Rights and Option Surrender Rights.
Any Alternate Right exercised during the Window Period
shall be paid solely in cash equal to 80% of the amount
calculated by multiplying the number of shares as to
which such right is being exercised by the difference
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between the CIC Price and the option price per share of
the related Option; provided, however, that the amount
of the payment shall not exceed 100% of the fair market
value of a share of Common Stock on the date the Option
related to said Alternate Right was granted.
Payment of Alternate Rights or Option Surrender
Rights that have been exercised shall be made five
calendar days following the exercise, based upon the
CIC Price in existence through the exercise date. An
additional payment shall be made on the date six months
after the last day of the Window Period to the extent
that the CIC Price has increased.
(2) Incentive Rights and Performance Units. The
Company shall pay employee in cash, for all Incentive
Rights whose incentive period has expired pursuant to
Section 6.13(b)(2), within five days of the date it is
notified by the employee that payment is desired. If
the employee fails to give such notice, the Incentive
Rights shall be paid on the 61st calendar day after the
Window Period begins. An additional payment for
Incentive Rights shall be made on the date six months
after the last day of the Window Period to the extent
that the CIC Price has increased.
The Company shall pay employee in cash, for all
Performance Units whose award period has expired
pursuant to Section 6.13(b)(2), within five days of the
date it is notified by the employee that payment is
desired. If the employee fails to give such notice,
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payment shall be made on the 61st calendar day after
the Window Period begins. No payment shall be made for
any Performance Unit that is not outstanding on the
date on which notice is given by the employee that
payment for the Performance Unit is desired. At the
time such notice is given, all related Options,
Alternate Rights, and Option Surrender Rights shall be
deemed cancelled.
The amount of cash to be paid, subject to Sections
6.13(d)(3) and 6.13(d)(4), shall be determined by
multiplying the number of units or rights, as the case
may be: (i) in the case of Incentive Rights, by the
CIC Price, based on the CIC Price in existence through
the day five days before the payment date, (ii) in the
case of Performance Units as to which the award period
has not ended prior to the occurrence of a Change in
Control, by the Stated Value of such units as
determined by the Committee at the time of grant,
without regard to the performance criteria applicable
to such Performance Units, and (iii) in the case of
Performance Units as to which the award period has
ended on or prior to the occurrence of a Change in
Control, by the Stated Value of such units as
determined in accordance with Section 4.8(b) of this
Plan.
Notwithstanding the preceding paragraphs,
Incentive Rights and Performance Units outstanding less
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than six months upon the occurrence of a Change of
Control shall not be paid in cash until the expiration
of such six month period.
(3) Limitation on Initial Payment.
Notwithstanding Sections 6.13(d)(1) and 6.13(d)(2), if
Limited Vesting applies then the amount initially paid
on exercise or payment of an award shall not exceed the
largest amount that can be paid without causing an
excise tax to be payable by the employee under section
4999 of the Code (or any amended or successor
provision). If payments are so limited, awards shall
be deemed paid in the following order:
(i) all exercised Options, Alternate Rights
or Option Surrender Rights that were accelerated
pursuant to Section 6.13(b)(1) shall be deemed
paid first;
(ii) all awards of non-related Performance
Units shall then be deemed paid;
(iii) all awards of related Performance
Units not cancelled by the exercise of related
Options, Alternate Rights or Option Surrender
Rights shall then be deemed paid; and
(iv) finally, all awards of Stock Incentive
Rights shall be deemed paid.
As among awards or portions of awards of the same
type, those vesting at the most distant time in the
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future (absent a Change in Control) shall be deemed
paid first.
(4) Limitation on Additional Payment.
Notwithstanding Sections 6.13(d)(1) and 6.13(d)(2), if
the employee determines that Limited Vesting applies to
payments due on the date six months after the last day
of the Window Period, the payments made on that date
shall not exceed the largest amount that can be paid
without causing an excise tax to be payable by the
employee under section 4999 of the Code (or any amended
or successor provision).
(5) Survival of Awards. Any award not exercised
or deemed paid at or before the end of the Window
Period shall, after the end of the Window Period,
remain outstanding and be subject to its terms and
provisions, including without limitation its vesting
schedule, that existed prior to the Window Period.
(e) Option Surrender Rights.
The Committee, in its discretion, may grant to holders
of Options outstanding under the Plan and to grantees of
Options granted in the future, option surrender rights as to
all or some of the Options granted to such persons under the
Plan, such rights being referred to in this Plan as Option
Surrender Rights. Such Option Surrender Rights shall be
evidenced by Option Surrender Rights agreements in such form
and not inconsistent with the Plan as the Committee shall
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approve from time to time, which agreements shall contain in
substance the following terms and conditions:
(1) Grant. Each right shall relate to a specific
Option granted under the Plan and shall be granted to
the optionee either concurrently with the grant of such
Option, or at such later time as determined by the
Committee.
(2) Exercise. A right shall entitle an optionee,
to the extent the optionee so designates, to receive
cash as determined under Section 6.13(e)(3). A right
may be exercised only during the Window Period and is
exercisable only to the extent that the related Option
is exercisable. An optionee wishing to exercise a
right shall give written notice of such exercise to the
Company.
(3) Amount of Cash. The amount of cash payable
upon the exercise of a right shall be determined by
multiplying the number of shares as to which the right
is being exercised by the difference between the CIC
Price and the option price of the shares as to which
the right is being exercised.
(4) Applicability of Other Sections. Sections
2.6, 2.7, 2.8 (except as provided in Section 6.13(f)),
and Section 2.9 of the Plan shall apply to Option
Surrender Rights under this Section.
(5) Limitation on Officers and Directors. Option
Surrender Rights held by officers or directors of the
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Company cannot be exercised within a period of six
months following their date of grant.
(f) After a Change in Control, an employee will be
deemed employed for purposes of the Plan through the 61st
calendar day after the beginning of the Window Period,
unless his or her employment is terminated for Cause. For
the purposes of this paragraph, "Cause" shall mean (i) any
material misappropriation of funds or property of the
Company by Employee; (ii) unreasonable (and persistent)
neglect or refusal by Employee to perform his duties, which
he does not remedy within 30 days after receipt of written
notice; or (iii) conviction of Employee of a felony.
(g) The Company shall pay all legal fees, court costs,
fees of experts and other costs and expenses when incurred
by an employee in connection with any actual, threatened or
contemplated litigation or legal, administrative or other
proceeding involving, the provisions of this Section 6.13,
whether or not initiated by the employee.
(h) The provisions of this Section 6.13 shall not be
applied or interpreted in a manner which would decrease the
rights held by, or the payments owing to, an employee under
an employment agreement with the Company that contains
specific provisions applying to Plan awards in the case of a
change in control or similar event, and if there is any
conflict between the terms of such employment agreement and
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the terms of this Section 6.13, the employment agreement
shall control.
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Prospectus constituting part of this Registration Statement on
Form S-8 of our report dated February 6, 1996, which appears on
page 45 of the 1995 Annual Report to Shareholders of Gannett Co.,
Inc., which is incorporated by reference in Gannett Co., Inc.'s
Annual Report on Form 10-K for the year ended December 31, 1995.
We also consent to the incorporation by reference of our report
on the Financial Statement Schedules, which appears on page 8 of
such Annual Report on Form 10-K. We also consent to the
reference to us under the heading "Interests of Named Experts and
Counsel" in such Prospectus.
s/PRICE WATERHOUSE LLP
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PRICE WATERHOUSE LLP
Washington, D.C.
May 24, 1996