Exhibit 10-8
GANNETT CO., INC.
1987 DEFERRED COMPENSATION PLAN
Restated as of December 1, 1993
1.0 BACKGROUND
1.1 Introduction
The Gannett Co., Inc. 1987 Deferred Compensation Plan ("Plan")
provides the opportunity for Directors to defer all or part of their
fees and key employees to defer all or part of their salary, bonus
and/or shares of Gannett common stock issued pursuant to Stock
Incentive Rights under the Gannett Co., Inc. 1978 Long-Term Incentive
Plan ("Compensation") payable by Gannett Co., Inc. ("Company") to
future years as part of their financial planning.
2.0 EXPLANATION OF PLAN
2.1 Effective Date
The Plan will be effective upon adoption by the Board of Directors
and shall cover Compensation earned after July 1, 1987.
2.2 Eligibility
The Plan is available (a) to Directors of the Company and (b) to
officers and employees of the Company who reside in the United
States and who are designated as eligible by the Deferred Compensa-
tion Committee described in Section 3.4 ("Committee").
2.3 Interest in the Plan; Deferred Compensation Account
For each eligible person who elects to defer Compensation earned
during a year ("Participant"), separate Deferred Compensation
Accounts shall be established for that year for each type of Compen-
sation deferred. A Participant's interest in the Plan shall be the
Participant's right to receive payments under the terms of the Plan.
A Participant's payments from the Plan shall be based upon the value
attributable to the Participant's Deferred Compensation Accounts.
The value attributable to a Deferred Compensation Account on a par-
ticular date is equal to the value on that date of the hypothetical
investments held in that Account.
2.4 Amount of Deferral
(a) A Participant may elect to defer receipt of all or a part of his or
her Compensation provided that the minimum deferral for any type
of Compensation being deferred is $5,000 for the year of
deferral. In any year in which the percentage selected defers
less than $5,000 of the type of Compensation being deferred,
there shall be no deferral of that type of Compensation for that
year.
(b) Notwithstanding Section 2.4(a), Compensation shall not be
deferred to the extent that the deferral would cause the
Participant to have insufficient funds available to provide for
all withholdings he or she has authorized to be made or are
required by law to be made from his or her Compensation.
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, with the exception of 1987, the election to defer must be
made prior to the year in which the salary or Directors' fees will
be earned. In the case of bonuses, the election to defer must be
made by November 30th preceding the year in which the bonus will
be paid. In the case of SIRs, the election to defer must be made
no later than 12 full calendar months before the month in which
the SIRs would otherwise be paid. For 1987, an election to defer
salary or Directors' fees must be made prior to July 1 with
respect to salary or Directors' fees earned after that date.
(b) Once made, an election to defer for a particular year 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 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 shall continue to
apply to amounts deferred under the Directors' Plan.
2.6 Accounts and Investments
(a) The right of any Participant to receive future payments under
the provisions of the Plan shall be a contractual obligation of
the Company but shall be subject to the claims of the creditors
of the Company against the general assets of the Company.
(b) The amount in a Deferred Compensation Account may, in the
Company's discretion, be placed in a trust (the "Rabbi Trust") but
will nevertheless continue to be subject to the claims of the
Company's creditors. In the Company's discretion, the deferred
amounts may (but need not) be invested in the funds selected by
Participants.
(c) The amount of Compensation or Stock deferred will be credited to
the Participant's Deferred Compensation Account as soon as
practical after the Compensation would have been paid had there
been no election to defer. The amounts credited will be deemed
invested in the fund or funds designated by the Participant from
among funds selected by the Committee, which may include the
following:
(i) money market funds;
(ii) bond funds;
(iii) equity funds; and
(iv) Gannett stock fund.
In the discretion of the Committee, funds may be added, deleted
or substituted from time to time.
(d) Information on the specific funds permitted under the Plan shall
be made available by the Committee to the Participants. If the
Committee adds, deletes or substitutes a particular fund, the
Committee shall notify Participants in advance of the change and
provide Participants with the opportunity to change their allo-
cations among funds in connection with such addition, deletion or
substitution.
(e) A Participant may allocate contributions to his or her Deferred
Compensation Accounts among the available funds pursuant to
such procedures and requirements as may be specified by the
Deferred Compensation Committee from time to time.
2.7 Participant's Option to Reallocate Amounts
A Participant may elect to reallocate amounts in his or her Deferred
Compensation Accounts among the available funds pursuant to such
procedures and requirements as may be specified by the Deferred
Compensation Committee from time to time.
2.8 Reinvestment of Income
Income distributed by a fund that is deemed to be held in a Deferred
Compensation Account shall be deemed reinvested in that fund as soon
as practicable under the terms of that fund.
2.9 Payment of Deferred Compensation
(a) No withdrawal may be made from the Participant's Deferred
Compensation Accounts except as provided in this Section.
(b) At the time the election to defer is made, the Participant shall
choose the date on which payment of the resulting value in the
Deferred Compensation Account is to commence, which date shall
be either April 1 or October 1 of the year specified by the
Participant ("Payment Commencement Date"). In the case of
Director Participants, the Payment Commencement Date shall be
no later than the first day of the month following the partici-
pant's retirement from the Board. In the case of key employee
Participants, the Payment Commencement Date shall be no later
than October 1 of the year following the year during which the key
employee becomes 65 years of age.
(c) 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 during 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 of a Participant shall be called
the "Method of Payment." The amount of any payment under the
Plan shall be the value attributable to the Deferred Compensa-
tion Account on the last day of the second 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.
(d) In the event of a Participant's death or total disability before
the Participant has received all of the Participant's Deferred
Compensation Accounts, the value of the Accounts (excluding the
amount being paid in installments described in the following sen-
tence) shall be paid either (i) in a lump sum, or (ii) in two to ten
annual installments commencing on the first day of April of the
year following the Participant's death or total disability, as
Participant at the time of deferral may elect. If Participant is
receiving installment payments from a Deferred Compensation
Account at the time of death or total disability, the balance in
that Account shall be paid to Participant's estate or to Partici-
pant over the installments remaining to be paid.
(e) A Participant may not change the Payment Commencement Date or
Method of Payment for a Deferred Compensation Account after an
election has been made. This shall not prevent the Participant
from choosing a different Payment Commencement Date and/or
Method of Payment for amounts to be deferred in subsequent
years.
(f) Notwithstanding any Payment Commencement Date or Method of
Payment selected by a Participant, if the Participant's employ-
ment with the Company terminates other than by reason of
(i) retirement pursuant to a retirement plan of the Company,
(ii) the Participant's death, or (iii) the Participant's total dis-
ability, then payment will be made to the Participant as follows.
The Company will have the option to make payment either in a lump
sum or in the number of annual installments previously selected
by the Participant. In either case, the Payment Commencement
Date shall be the first day of April or October of the year of
termination or of the year following the year of termination,
whichever is selected by the Company.
(g) If, in the discretion of the Committee, the Participant has a need
for funds due to an unforeseeable emergency which is caused by
an event beyond the Participant's control and that would result
in a financial hardship if the Participant were not permitted to
withdraw, a payment may be made to the Participant from his or
her Deferred Compensation Accounts at a date earlier than the
Payment Commencement Date. A payment based upon financial
hardship cannot exceed the amount required to meet the imme-
diate financial need created by the hardship. The Participant
requesting a hardship payment must supply the Committee with a
statement indicating the nature of the need created a financial
hardship, the fact that all other reasonably available resources
are insufficient to meet the need, and any other information
which the Committee decides is necessary to evaluate whether a
financial hardship exists.
(h) In the Company's discretion, payments from the Plan may be in
cash or in the kind of property represented by the fund or funds
selected by the Participant.
(i) All payments made by the Company or the Trust shall be subject
to all taxes required to be withheld under applicable laws and
regulations of any governmental authorities.
2.10 Manner of Electing Deferral, Choosing Investments and Choosing
Payment Options
(a) In order to make any elections or choices permitted hereunder,
the Participant must give written notice to the Committee. A
notice electing to defer Compensation shall specify:
(i) the percentage and type of Compensation to be deferred;
(ii) the funds chosen by the Participant;
(iii) the Method of Payment and the Method of Payment to the
Participant or the Participant's estate in the event of the
Participant's total disability or death; and
(iv) the Payment Commencement Date.
(b) An election by a Participant to defer Compensation (including the
selection of a Payment Commencement Date, choice of fund or
funds and Method of Payment) shall apply only to Compensation
deferred in the calendar year for which the election is effective.
(c) Prior to the commencement of each calendar year, the Company
will provide election forms to permit Participants to defer
Compensation to be earned during that calendar year.
(d) The last form received by the Company allocating a Deferred
Compensation Account among the funds available shall govern
until changed by the receipt by the Company of a subsequent
allocation form.
3.0 ADMINISTRATION OF THE PLAN
3.1 Statement of Account
Statements setting forth the values of the funds deemed to be held in
a Participant's Deferred Compensation Accounts will be sent to each
Participant quarterly or more often as the Committee may elect.
3.2 Assignability
No right to receive payments hereunder may be transferred, assigned,
or pledged by a Participant, except for transfers by will or by the
laws of descent and distribution.
3.3 Business Days
In the event any date specified herein falls on a Saturday, Sunday, or
legal holiday, such date shall be deemed to refer to the next business
day thereafter.
3.4 Administration
This Plan shall be administered by the Deferred Compensation Com-
mittee, which shall consist of three employees of the Company
appointed by the Chief Executive Officer. The Committee shall have
the authority to adopt rules and regulations for carrying out the
Plan, and interpret, construe and implement the provisions of the
Plan. The decisions of the Committee shall be final and binding on the
Participants.
3.5 Amendment
This Plan may at any time and from time to time be amended or termi-
nated by the Board of Directors or the Compensation Committee of the
Board of Directors of the Company. A change in the number or type of
funds available shall not be considered an amendment of the Plan. No
amendment or termination shall, without the consent of a Participant,
adversely affect such Participant's interest in the Plan.
3.6 Liability
(a) Except in the case of willful misconduct, no director or employee
of the Company shall be personally liable for any act done or
omitted to be done by such person with respect to this Plan.
(b) The Company shall indemnify, to the fullest extent permitted by
law, members of the Committee and directors and employees of the
Company, both past and present to whom are or were delegated
duties, responsibilities and authority with respect to the Plan,
against any and all claims, losses, liabilities, fines, penalties
and expenses (including, but not limited to, all legal fees relating
thereto), reasonably incurred by or imposed upon such persons,
arising out of any act or omission in connection with the opera-
tion and administration of the Plan, other than willful
misconduct.