TERMS AND CONDITIONS
Gannett Co., Inc.
2001 Omnibus Incentive Compensation Plan
These Terms and Conditions, dated , govern the grant of Performance Shares (referred to herein as “Stock
Units”) under the 2001 Omnibus Incentive Compensation Plan (the “Plan”) to Gannett employees, as set forth below.
1. Grant of Stock Units . 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 Employee the number of Stock Units set forth on
the applicable Letter Agreement. Each Stock Unit shall entitle the Employee to receive from the Company one share of the
Company’s common stock (“Common Stock”) upon the expiration of the Incentive Period, as defined below.
2. Incentive Period . Except as otherwise provided in Section 13 below, the Incentive Period in respect of the Stock Units
shall commence on the Stock Unit Commencement Date specified in the Letter Agreement and end on the Stock Unit Expiration
Date specified in the Letter Agreement.
3. No Dividend Equivalents . No dividend equivalents shall be paid to the Employee with regard to the Stock Units.
4. Delivery of Shares . The Company shall deliver to the Employee a certificate or certificates, or at the election of the
Company make an appropriate book-entry, for the number of shares of Common Stock equal to the number of Stock Units upon
the Stock Unit Expiration Date, which number of shares shall be reduced by the value of all taxes which the Company is required
by law to withhold by reason of such delivery. An Employee shall have no further rights with regard to the Stock Units once the
underlying shares of Common Stock have been delivered.
5. Cancellation of Stock Units . Except as provided in Sections 6, 13 and 14 below all Stock Units granted to the Employee
shall automatically be cancelled upon termination of the Employee’s employment with the Company or any of its