Exhibit 10-7
GANNETT CO., INC.. DEFERRED COMPENSATION PLAN
Amendment No. 3 to January 1, 1997 Restatement
This Amendment No. 3 to the Restated Gannett Co., Inc. 1987 Deferred
Compensation Plan (the "Plan") is adopted pursuant to the action of the
Executive Compensation Committee of the Board of Directors of the Company on
December 5, 2000, and is effective on that date.
Section 2.9(c) of the Plan shall read as follows:
At the time the election to defer is made, the Participant may choose to
receive payments either (i) in a lump sum, or (ii) if the Payment Commencement
Date is during a year in which the Participant could have retired under a
retirement plan of the company, in up to ten annual installments. The method of
paying a Deferred Compensation Account is the "Method of Payment." The amount of
any payment under the Plan shall be the value attributable to the Deferred
Compensation Account on the last day of the month preceding the month of the
payment date, divided by the number of payments remaining to be made, including
the payment for which the amount is being determined.
Section 2.9(f) of the Plan shall read as follows:
Notwithstanding any Payment Commencement Date or Method of Payment selected
by a Participant, if:
(1) an employee Participant's employment with the Company terminates other than
(i) at or after early or normal retirement pursuant to a retirement plan of
the company, (ii) by reason of the Participant's death, or (iii) by reason
of the Participant's total disability, or
(2) a director Participant's directorship terminates for any reason other than
(i) at or after reaching the prescribed mandatory retirement age from the
Board, (ii) by reason of such Participant's death, or (iii) by reason of
such Participant's total disability,
the Committee, in its sole discretion, shall determine whether to distribute
such Participant's benefits in the form of five annual installment payments, or
as a lump sum. In either case, such payment shall begin as soon as
administratively practicable following the Participant's termination of
employment.
IN WITNESS WHEREOF, Gannett Co., Inc. has caused this Amendment to be
executed by its duly authorized officer as of December 5, 2000.
GANNETT CO., INC..
By: /s/ Richard L. Clapp
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Name: Richard L. Clapp
Title: Senior Vice President/
Human Resources
GANNETT CO., INC. DEFERRED COMPENSATION PLAN
Amendment No. 4
The Gannett Co., Inc. Deferred Compensation Plan (the "Plan") is hereby
amended as set forth below, effective February 20, 2001:
Section 2.5 of the Plan is amended as follows:
2.5 Time of Election of Deferral
(a) An election to defer Compensation must be made before the
Compensation is earned. In the case of salary and
Directors' fees, the election to defer must be made prior
to the year in which the services to which the salary or
Directors' fees relate will be performed, or, if deferred
during the year in which the services are performed, at
least six months prior to the month in which the services
are performed. In the case of bonuses and SIRs, the
election to defer must be made prior to the year in which
the bonuses or SIRs will be paid.
Notwithstanding the foregoing, in his or her first year of
eligibility an employee or Director may make a deferral
election within 30 days of first becoming eligible. This
initial deferral may relate only to Compensation
attributable to the period following the deferral election.
(b) Once made, an election to defer for a particular time period
is irrevocable.
(c) A Director may elect to defer Directors' fees payable for
services rendered after June 30, 1987, either under the terms
of this Plan or under the terms of the Gannett Co., Inc. Plan
for the Deferral of Directors' Fees adopted May 1, 1979 (the
"Directors' Plan"). Whenever a Director has an account under
the Directors' Plan, he or she may elect to have his or her
account balance or any part thereof under the Directors' Plan
deemed invested in the fund or funds available under this
Plan, as designated by the Director, or under the Directors'
Plan. Such elections shall be made by written notice to the
Company, and shall be pursuant to Section 2.7 of this Plan.
Any amounts allocated to this Plan may be allocated and
reallocated as this Plan provides. Except for these changes in
computing future account balances, all other terms and
conditions of the Directors' Plan and the elections made
thereunder shall continue to apply to amounts deferred under
the Directors' Plan.
Section 2.10(c) is amended as follows:
(c) The Company will provide election forms to permit
Participants to defer Compensation to be earned during that
calendar year.
IN WITNESS WHEREOF, Gannett Co., Inc., has caused this Amendment to be
executed by its duly authorized officer as of February 20, 2001.
GANNETT CO., INC.
/s/ Richard L. Clapp
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By: Richard L. Clapp
Senior Vice President
Human Resources