GANNETT CO., INC.
DEFERRED COMPENSATION PLAN
[Restatement as of January 1, 1997]
GANNETT CO., INC.
DEFERRED COMPENSATION PLAN
[Restatement as of January 1, 1997]
Table of Contents
Page
1.0 BACKGROUND . . . . . . . . . . . . . . . . . . . . . . . . 1
1.1 Introduction . . . . . . . . . . . . . . . . . . . . 1
2.0 EXPLANATION OF PLAN. . . . . . . . . . . . . . . . . . . . 1
2.1 Effective Date . . . . . . . . . . . . . . . . . . . 1
2.2 Eligibility. . . . . . . . . . . . . . . . . . . . . 1
2.3 Interest in the Plan; Deferred
Compensation Account . . . . . . . . . . . . . . . 1
2.4 Amount of Deferral . . . . . . . . . . . . . . . . . 2
2.5 Time of Election of Deferral . . . . . . . . . . . . 2
2.6 Accounts and Investments . . . . . . . . . . . . . . 3
2.7 Participant's Option to Reallocate Amounts . . . . . 4
2.8 Reinvestment of Income . . . . . . . . . . . . . . . 4
2.9 Payment of Deferred Compensation . . . . . . . . . . 5
2.10 Manner of Electing Deferral, Choosing
Investments and Choosing Payment Options . . . . . 8
3.0 ADMINISTRATION OF THE PLAN. . . . . . . . . . . . . . . . 9
3.1 Statement of Account . . . . . . . . . . . . . . . . 9
3.2 Assignability. . . . . . . . . . . . . . . . . . . . 9
3.3 Business Days. . . . . . . . . . . . . . . . . . . . 9
3.4 Administration . . . . . . . . . . . . . . . . . . . 9
3.5 Amendment. . . . . . . . . . . . . . . . . . . . . . 9
3.6 Liability. . . . . . . . . . . . . . . . . . . . . 10
GANNETT CO., INC.
DEFERRED COMPENSATION PLAN
[Restatement as of January 1, 1997]
1.0 BACKGROUND
1.1 Introduction
The Gannett Co., Inc. Deferred Compensation Plan ("Plan")
was adopted to provide the opportunity for Directors to
defer to future years all or part of their fees and key
employees to defer to future years all or part of their
salary, bonus and/or shares of Gannett common stock issued
pursuant to Stock Incentive Rights ("SIRs") under the
Gannett Co., Inc. 1978 Long-Term Incentive Plan
("Compensation") payable by Gannett Co., Inc. ("Company") as
part of their retirement and financial planning. This
restatement is intended to provide additional flexibility in
payment terms, to reduce administrative burdens and to
reflect legal developments since the Plan's initial
adoption.
2.0 EXPLANATION OF PLAN
2.1 Effective Date
The Plan was initially effective July 1, 1987. This
amendment and restatement is effective January 1, 1997.
2.2 Eligibility
The Plan is available to (a) Directors of the Company and
(b) officers and employees of the Company who reside in the
United States and who are designated as eligible by the
Deferred Compensation Committee described in Section 3.4
("Committee"). No employee may be designated as eligible
unless the employee belongs to "a select group of management
or highly compensated employees" as defined in Title I of
ERISA.
2.3 Interest in the Plan; Deferred Compensation Account
For each eligible person who elects to defer Compensation
("Participant"), one or more Deferred Compensation Accounts
shall be established in accordance with Section 2.6(a). 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 particular date is equal
to the value on that date of the hypothetical investments
(or actual investments if a trust is established) 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 to be
deferred must be $5,000 for the year of deferral or, in
the case of deferred SIRs, such minimum number of
shares as the Committee may determine. In any year in
which the percentage selected for deferral amounts to
less than $5,000 of the type of Compensation being
deferred or fewer than the designated number of SIRs,
there shall be no deferral of that type of Compensation
for that year.
(b) Notwithstanding the foregoing, 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, 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. 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.
(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 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.
2.6 Accounts and Investments
(a) Effective for deferrals on and after January 1, 1997,
all Participant records, reports and elections after an
initial election shall be maintained on the basis of
Payment Commencement Dates (as defined in Section
2.9(b)), i.e., all amounts that have been elected to be
paid in full, or to commence payment, in a designated
calendar year shall be aggregated in a single Deferred
Compensation Account for a Participant for purposes of
subsequent recordkeeping and for elections that may be
available with respect to the deferred amounts, such as
investment elections and payment method elections.
Deferrals prior to January 1, 1997, shall be accounted
for in accordance with the accounts in effect on
December 31, 1996.
(b) The amount of Compensation deferred will be credited to
the Participant's Deferred Compensation Account or
Accounts as soon as practicable after the Compensation
would have been paid had there been no election to
defer.
The amounts credited in a Deferred Compensation Account
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 or any
combination of the following:
(i) money market funds;
(ii) bond funds;
(iii) equity funds; and
(iv) the Gannett stock fund.
In the discretion of the Committee, funds may be added,
deleted or substituted from time to time.
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 allocations among funds in connection with such
addition, deletion or substitution.
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 Committee from time to time.
(c) All deferrals under this Plan and the earnings credited
to them are fully vested at all times.
(d) 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 in the event of
the Company's insolvency or bankruptcy as provided in
the trust agreement.
Plan assets 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 event of the Company's insolvency or
bankruptcy as provided in the trust agreement. In any
event, the Plan is intended to be unfunded under Title
I of ERISA.
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 Committee from time to time.
2.8 Reinvestment of Income
Income from a fund investment in a Deferred Compensation
Account shall be 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 a deferral election is made, the
Participant shall choose the date on which payment of
the amount credited to 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 Participant'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.
Notwithstanding the foregoing paragraph: (i) for all
elections to defer occurring on or after November 1,
1991, (ii) in the event that the Committee adds or
substitutes a particular fund or funds, or (iii) if a
Participant elects to reallocate amounts in his or her
Deferred Compensation Accounts among available funds,
the Committee shall have the right to fix Payment
Commencement Dates and/or the date or dates upon which
the value attributable to a Deferred Compensation
Account is to be determined or paid, or modify such
previously elected dates (but in no event to a date
earlier than the date originally elected by the
Participant) in order to comply with the requirements
of the added, substituted or available fund or funds,
pursuant to such procedures and requirements as may be
specified by the Committee from time to time.
(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 in which the Participant could
have retired under a retirement plan of the Company, in
up to ten annual installments. If a Participant elects
to receive benefits in the installment form of payment
but terminates employment for any reason, except death
or disability as described in (d) below, before
reaching his or her early or normal retirement date
under the retirement plan, 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. 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.
(d) In the event of a Participant's death or total
disability before the Participant has received all of
his or her Deferred Compensation Accounts, the value of
the Accounts (excluding the amount being paid in
installments described in the following sentence) 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 a 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 the
Participant's estate or to the Participant over the
installments remaining to be paid.
(e) A Participant may not change an initial Payment
Commencement Date or Method of Payment for a Deferred
Compensation Account after an election has been made
except as provided in this subsection (e) as follows:
(i) The Method of Payment elected by a Participant may
be changed by the Participant's written election
to the Committee at any time up to 36 months prior
to the earlier of the Payment Commencement Date or
the Participant's termination of employment. Any
change of an earlier election that is made within
36 months of the earlier of the Payment
Commencement Date or the Participant's termination
shall be disregarded by the Committee;
(ii) The year initially elected by the Participant as
the Payment Commencement Date may never be
changed. However, at any time prior to the
December 31 preceding such year, the Participant
may change the exact date of payment in the
payment year to the first day of any month in such
year, provided that the Participant gives the
Committee notice of such change at least 90 days
before the date benefit payments are to commence
and provided that if the Participant has elected
installment payments the total amount to be paid
to the Participant during the payment commencement
year shall be the same as the total amount that
would have been paid in the absence of such
election with each monthly installment in the
Payment Commencement Year adjusted accordingly.
Restrictions on changing Payment Commencement Dates and
Methods of Payment 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 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, 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.
(g) If, in the discretion of the Committee, the Participant
has a need for funds due to an unforeseeable emergency
benefits may be paid prior to the Participant's Payment
Commencement Date. For this purpose, an unforeseeable
emergency means an unanticipated emergency that is
caused by an event beyond the control of the
Participant or the Participant's beneficiary and that
would result in severe financial hardship if early
withdrawal were not permitted. A payment based upon
financial hardship cannot exceed the amount required to
meet the immediate 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 that created the
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 made in cash or in the kind of property represented
by the fund or funds selected by the Participant.
(i) All contributions to the Plan and all payments from the
Plan, whether made by the Company or the Trustee, 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 to the Participant and the
Method of Payment to the Participant's estate in
the event of the Participant's death; and
(iv) the Payment Commencement Date.
(b) An election by a Participant to defer Compensation
shall apply only to Compensation deferred in the
calendar year for which the election is effective.
However, the designation of the Payment Commencement
Date for this year will require that all deferrals from
all years with the same Payment Commencement Date shall
constitute a single Deferred Compensation Account and
any other Plan elections such as investments, will
apply to all assets held in this Deferred Compensation
Account regardless of the year of deferral.
(c) Prior to the commencement of each calendar year, the
Committee will provide election forms to permit
Participants to defer Compensation to be earned during
that calendar year.
(d) The last form received by the Committee directing an
allocation of amounts in a Deferred Compensation
Account among the funds available shall govern until
changed by the receipt by the Committee 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. A Participant shall have two years
from the date a statement has been sent to question the
accuracy of the statement. If no objection is made to the
statement, it shall be deemed to be accurate and thereafter
binding on the Participant for all purposes.
3.2 Assignability
The benefits payable under this Plan shall not revert to the
Company or be subject to the Company's creditors prior to
the Company's insolvency or bankruptcy, nor, except pursuant
to will or the laws of descent and distribution, shall they
be subject in any way to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance, charge,
garnishment, execution or levy of any kind by the
Participant, the Participant's beneficiary or the creditors
of either, including such liability as may arise from the
Participant's bankruptcy.
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
Committee, which shall consist of employees of the Company
appointed by the Chief Executive Officer. The Committee has
sole discretion to determine eligibility to participate in
this Plan, to determine the eligibility for and the amount
of benefits, to interpret the Plan, to adopt rules relating
to its administration and to take any other action it deems
appropriate to administer 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 terminated 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 operation and administration of the Plan, other
than willful misconduct.