GANNETT CO., INC.
TO TERMS AND CONDITIONS OF
STOCK UNIT AWARDS
Gannett Co., Inc.
2001 Omnibus Incentive Compensation Plan
To comply with the requirements of Section 409A of the Internal Revenue Code of 1986, and the rules and
regulations thereunder (Section 409A”), the Terms and Conditions of all outstanding Stock Unit Awards are
revised as follows:
IN WITNESS WHEREOF, Gannett Co., Inc. has caused this Amendment to be executed by its duly
authorized officer as of December 31, 2008.
The Company shall not invoke or apply the special leave of absence rule set forth in the Award
agreement, if any, that provides for special payment and vesting provisions for participants who take
a leave of absence.
Notwithstanding any provision in the Award agreements to the contrary, the “Limited Vesting”
provisions of Sections 15.3 or 15.4 of the 2001 Omnibus Incentive Compensation Plan shall not
apply to the Awards.
The Company agrees to comply with its responsibility under an Award agreement to reimburse a
participant for certain specified legal fees and other disbursements following a Change in Control by
reimbursing the participant for such expenses within 10 days following the Company’s receipt of an
invoice from the participant; provided that the participant must submit an invoice for such amounts at
least 30 days before the end of the calendar year next following the calendar year in which such fees
and disbursements were incurred.
Any reference in an Award agreement to “key employee” shall be replaced with “specified
employee”, and the six month delay imposed on payments to specified employees shall apply to all
separations from service other than separations from service by reason of the participant’s death.
Any reference in the Award agreement to “early retirement” shall mean the participant’s termination
of employment after the participant has attained at least age 55 and completed at least 5 years o