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
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
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
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