TERMS AND CONDITIONS FOR DIRECTORS
Gannett Co., Inc.
2001 Omnibus Incentive Compensation Plan
These Terms and Conditions, dated [ ], govern the grant of restricted stock, including the deferred delivery of
stock, (in both cases referred to as “Restricted Stock”) under the 2001 Omnibus Incentive Compensation Plan (the “Plan”) to
Gannett directors (each a “Holder”), as set forth below. Terms used herein that are defined in the Plan shall have the meaning
ascribed to them in the Plan. If there is any inconsistency between the defined terms of these Terms and Conditions and the
terms of the Plan, the Plan’s terms shall supersede and replace the conflicting terms herein.
1. Grant of Restricted Stock . Pursuant to the provisions of (i) the Plan, (ii) the individual Letter Agreements governing
each grant, and (iii) these Terms and Conditions, the Company has granted to the Holder the number of shares of common stock
of the Company (“Common Stock”) in the applicable Letter Agreement and subject to the restrictions set forth therein and in
these Terms and Conditions. If the Holder has previously made an election under the Company’s Deferred Compensation Plan
to defer receipt of the stock pursuant to this grant of Restricted Stock, the issuance of shares pursuant to this grant will be
deferred in accordance with the Holder’s election and this grant will be deferred Restricted Stock.
2. Forfeiture . (a) Upon a Holder’s ceasing to be a Director of the Company for any reason, any shares of Restricted Stock
that remain unvested shall be forfeited to the Company, or in the case of deferred Restricted Stock, shall not be issued.
Notwithstanding the foregoing, if the Holder ceases to be a Director of the Company due to the age of service limitations set
forth in the Company’s Bylaws, all shares of Restricted Stock shall become immediately fully vested.
(b) Forfeiture of Gain on Restricted Stock or Deferred Restricted Stock Because of Misc