Exhibit 10-1





Exhibit 10.1




Gannett Co., Inc.




Key Executive Life Insurance Plan




I  —  Purpose





The purpose of this 2010 Key Executive Life Insurance Plan is to provide annual
payments to pay premiums on life insurance contracts provided for certain key management or
highly compensated employees of Gannett Co., Inc. and its affiliates. The life insurance
contract will be owned by the executive. Each executive will apply for the life insurance
contract, and if issued, will have full ownership rights to the life insurance contract and will
be able to exercise all ownership rights without involvement by the Employer other than those
rights specifically agreed to by the parties as described in this Plan. Contributions to pay
premiums on the life insurance contract will be taxable income to the executive at the time the
contributions are made. It is intended that this Plan will either be exempt from the application
of Section 409A of the Code, or will comply with the requirements of Section 409A of the Code but
only to the extent that this Plan provides for deferred compensation.



II  —  Definitions




For the purposes of this Plan and the Participation Agreement, the following terms will have the
meanings indicated unless the context clearly indicates otherwise:




Board. “Board” means the Board of Directors of Gannett Co., Inc.




Code. “Code” means the Internal Revenue Code of 1986, as may be amended from time to
time, and the regulations and guidance issued thereunder.




Committee. “Committee” means the Benefit Plans Committee.




Employer. “Employer” means Gannett Co., Inc., and its affiliates.




Insurance Carrier. “Insurance Carrier” means one or more life insurance companies chosen
by the Employer to provide life insurance coverage through specific life insurance policies.




Life Insurance Product. “Life Insurance Product” means the life insurance product(s)
issued by an Insurance Carrier on the life of a Participant, to which the Employer will make
annual premium payments on behalf of the Participant (“Annual Employer Contributions”). In
addition, “Life Insurance Product” shall include any annuity product or series of annuity
products issued by an Insurance Carrier on the life of a Participant, to which the Employer will
make annual payments on behalf of the Participant as set forth in the Plan.


 


 









 






Participant. “Participant” means any employee who is eligible, under section III, below,
to participate in this Plan and satisfies all requirements to commence participation in this
Plan.




Participation Agreement. “Participation Agreement” means the agreement filed by a
Participant and approved by the Committee pursuant to section III, below, or other writing
determined by the Committee in its discretion.




Termination. “Termination”, “terminates employment” or any other similar such phrase
means a Participant’s “separation from service” (from the employer who employed the Participant
at the time the contributions were made and any other employer treated as the same employer
pursuant to Treas. Reg. §1.409A-1(h)(3) and other applicable guidance), for any reason, within
the meaning of Section 409A, and Treas. Reg. §1.409A-1(h) and other applicable guidance.




Targeted Death Benefit. “Targeted Death Benefit” is an amount of death benefits to be or
which could be provided under a Life Insurance Product as described in the Participation
Agreement, on which Annual Employer Contributions under this Plan are to be estimated. The
Participation Agreement may provide for different Targeted Death Benefits prior to termination of
employment and after.



III  —  Participation





Eligibility. The Committee will select those key employees of the Employer, in their
sole discretion, who will be eligible to participate.




Participation. An employee’s participation in this Plan will only be effective when the
Life Insurance Product becomes effective and in force. Participation in this Plan will continue
until such time as the Participant terminates employment (unless otherwise specified in the
Participant’s Participation Agreement), until such time as Annual Employer Contributions are no
longer provided for by the terms of this Plan or until the Participant is no longer permitted to
participate in this Plan.




Requirement of Cooperation. As a condition for Participation in this Plan, the
Participant shall be required to comply with all normal and reasonable requests deemed necessary
to apply for and obtain the Life Insurance Product.




Change in Employment Status. Unless otherwise specified in the Participant’s
Participation Agreement, if the Chief Executive Officer or the Board determines that a
Participant’s employment performance no longer merits participation in this Plan prior to the
Participant’s termination of employment, but does not terminate the Participant’s employment with
Employer, participation herein and eligibility to receive future contributions under this Plan
will cease at that time.


 


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IV  —  Targeted Death Benefit





Basic Formula. The contribution, as set forth in Section V, below, will be made by the
Employer, based on the amount of Targeted Death Benefit for each Participant as set forth in the
Participation Agreement. The Targeted Death Benefit shall provide for a different Targeted Death
Benefit during employment and after employment. Unless otherwise provided in the Participation
Agreement, the terms shall have the following meaning:




	 	•	 	Pre-Termination Death Benefit — the level of death benefit under the Life Insurance
Product intended to be provided prior to termination of employment, but not beyond the
Participant’s sixty-fifth (65th) birthday.






	 	•	 	Post-Termination Death Benefit — the level of death benefit under the Life Insurance
Product intended to be provided after termination of employment.





V  —  Contributions





Employer Contributions. Unless otherwise provided in the Participation Agreement, the
Employer will make a contribution on behalf of the Participant to the Life Insurance Product or
will make a payment in cash to the Participant. The amount of such Annual Employer Contributions
or payment will be determined using the following rules, unless otherwise specified in the
Participant’s Participation Agreement:




	 	•	 	During Employment —  The Employer will make Annual Employer Contributions until
the Participant’s sixty-second (62nd) birthday; provided that no less than five
(5) Annual Employer Contributions will be made; and provided further that the Participant
has not terminated employment and is eligible to receive benefits under this Plan.






	 	•	 	After Termination — Unless otherwise provided in the Participation Agreement,
the Employer will make no further Annual Employer Contributions after termination of
employment.






	 	•	 	Method of Calculation —  Each Annual Employer Contribution will be calculated as
the annual premium necessary to provide the Targeted Death Benefit using the illustration
system maintained by the Insurance Carrier, and utilizing the assumptions fixed and set
forth in Exhibit A, assuming that level premium payments are made until the Participant’s
sixty-second (62nd) birthday, provided no less than five (5) Annual Employer
Contributions are made. The determination shall be based on the underwriting determination
for the Participant made by the Insurance Carrier as reflected in the Life Insurance
Product issued to the Participant.






	 	•	 	Recalculation of the Annual Employer Contribution — Except as provided below and
the Participation Agreement, the Annual Employer Contribution shall be re-determined
annually and such re-calculation shall be made as of the anniversary of the Life Insurance
Product. Such re-determination shall utilize the assumptions fixed and set forth in
Exhibit A.




 


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	 	•	 	Section 7702 Limitations — To the extent that any Annual Employer Contribution
scheduled to be made into a Life Insurance Product other than an annuity product would
exceed the limit permitted by section 7702 of the Code, such excess will be paid in cash to
the Participant at the same time as the Annual Employer Contribution is made to the Life
Insurance Product.






	 	•	 	Use of an Annuity Product —  In the event that the Annual Employer Contribution
is made into an annuity product or series of annuity products issued by an Insurance
Carrier on the life of a Participant, the Annual Employer Contribution shall be fixed as of
the date of the initial Annual Employer Contribution and shall not be resolved to
accommodate changes in the assumptions set forth in Exhibit A.






Cessation of Employer Contributions. Unless otherwise provided in the Participation
Agreement, Annual Employer Contributions will cease upon the earlier of:




	 	•	 	Death






	 	•	 	Participant’s termination of employment;






	 	•	 	Participant partially or completely surrenders, attempts to take a loan from, or
withdraw cash value from the Life Insurance Product, or adjusts the face amount of the
Life Insurance Product prior to the completion of Annual Employer Contributions as set
forth above;






	 	•	 	Participant makes a contribution to the Life Insurance Product prior to the
completion of Annual Employer Contributions as set forth above; or






	 	•	 	Participant suffers a Change in Employment Status as described above.






Unless otherwise specified in the Participant’s Participation Agreement, nothing contained herein
shall limit the Employer’s ability to terminate Annual Employer Contributions for any
Participant, or for all Participants upon the termination or amendment of this Plan in the sole
discretion of the Employer.




Timing of Employer Contributions. Annual Employer Contributions to the Life Insurance
Product will be made on an annual mode with premiums being paid on or about the policy
anniversary, except that in no event will an Annual Employer Contribution be made in a calendar
year other than the calendar year in which the Annual Employer Contribution is due.




Participant Contributions. A Participant may not make additional contributions directly
into the Life Insurance Product prior to the completion of Annual Employer Contributions as set
forth above.




Withholding; Payroll Taxes. The amount of the Annual Employer Contributions and
additional Annual Employer Contributions, if any, will be treated as current compensation, and as
such, Employer shall withhold any taxes required to be withheld with respect to such amount under
local, state or federal law. Such withholding will be made to the greatest extent possible from
other compensation paid to the Participant, and to the extent other compensation is insufficient
to cover the required withholding, the Participant shall reimburse the Employer the amount
necessary to meet its withholding obligation.


 


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VI  —  Benefits





Employer Contributions. The sole benefit to be provided by the Employer under this Plan
is the Annual Employer Contributions described in Section V above, as determined by the Committee
based on the Targeted Death Benefit, which shall be made by the Employer to the Life Insurance
Product, as determined by the Employer, on behalf of the Participant. In the event such Annual
Employer Contribution cannot be made to such Product due to limitations contained herein or in
the Product, such excess shall be distributed to the Participant in cash to the Participant no
later than the close of the calendar year in which the Annual Employer Contribution would have
been made to the Product if such limitations had not existed.




Ownership Of Life Insurance Product. Each Participant shall be named as the owner of the
Life Insurance Product as applicable, and shall have all rights, privileges and duties of an
owner as set forth in the Product. Such rights may include, without limitation, the right to
name a beneficiary to receive any death benefits due under the terms of the Product, the right to
request and make withdrawals from the product, including a complete surrender of the Product.
All rights as owner of the Life Insurance Product will be exercisable without the consent or
involvement of the Employer, except as may be limited in this plan document.




Death. This Plan does not promise any particular level of death benefit, but only an
annual contribution, as described herein, which may be based on the costs of providing certain
levels of death benefit under a particular Life Insurance Product. The Employer does not
guarantee any level of death benefits or that payment will be made by the Insurance Carrier. The
Participant’s rights to any benefits under a Product, if any, shall solely be as the owner of
such Product described herein.



VII  —  Administration





Committee; Duties. The Plan will be administered by the Committee. The primary duty of
the Committee with respect to this Plan will be to calculate and make Annual Employer
Contributions into the Life Insurance Product on behalf of the Participants. The Committee, or
its delegate(s), will have the full discretionary authority to make, amend, interpret, and
enforce all appropriate rules and regulations for the administration of the Plan and decide or
resolve any and all questions, including interpretations of the Plan, as may arise in such
administration. The Employer will not have any responsibility regarding the operation of the
Life Insurance Product or the exercise of any ownership rights of the Life Insurance Product,
which are exercisable solely by the Participant without any involvement from the Employer, except
as may be specifically agreed upon.




Binding Effect of Decisions. The decision or action of the Committee with respect to any
question arising out of or in connection with the administration, interpretation and application
of this Plan will be final, conclusive and binding upon all persons having any interest in this
Plan.


 


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Indemnity of Committee. The Employer will indemnify and hold harmless the members of the
Committee against any and all claims, loss, damage, expense or liability arising from any action
or failure to act with respect to this Plan on account of such member’s service on the Committee,
except in the case of gross negligence or willful misconduct.




Section 409A. The Plan is intended to comply with the requirements of Section 409A to
the extent such rules apply to the Plan, and the Plan shall be interpreted and administered in
accordance with that intent. If any provision of the Plan would otherwise conflict with or
frustrate this intent, that provision will be interpreted and deemed amended so as to avoid the
conflict. For purposes of Code Section 409A, each Annual Employer Contribution will be treated
as a separate payment.



VIII  —  Termination, Suspension or Amendment





Termination, Suspension or Amendment of Plan. The Board expressly reserves the right, in
its sole discretion, to cease or suspend Annual Employer Contributions under this Plan at any
time, in whole or in part, unless otherwise specified in the Participant’s Participation
Agreement. The Board expressly reserves the right, in its sole discretion, to amend this Plan at
any time. Any amendment may provide different amounts of Annual Employer Contributions from
those herein set forth. No amendment will be valid if it would have the effect of causing a
violation of Code Section 409A.



IX  —  Claims Procedure





Claim. Any person or entity claiming a benefit, requesting an interpretation or ruling
under the Plan, or requesting information under this Plan (hereinafter referred to as “Claimant”)
shall present the request in writing to the Committee, which shall respond in writing as soon as
practicable.




Denial of Claim. If the claim or request is denied, the written notice of denial shall
state:




	 	a)	 	The reason for denial, with specific reference to this Plan provisions on which
the denial is based;






	 	b)	 	A description of any additional material or information required and an
explanation of why it is necessary; and






	 	c)	 	An explanation of this Plan’s claims review procedure.






Review of Claim. Any Claimant whose claim or request is denied or who has not received a
response within sixty (60) days may request a review by notice given in writing to the Committee.
Such request must be made within sixty (60) days after receipt by the Claimant of the written
notice of denial, or in the event Claimant has not received a response sixty (60) days after
receipt by the Committee of Claimant’s claim or request. The claim or request shall be reviewed
by the Committee which may, but shall not be required to, grant the Claimant a hearing. On
review, the Claimant may have representation, examine pertinent documents, and submit issues and
comments in writing.


 


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Final Decision. The decision on review shall normally be made within sixty (60) days
after the Committee’s receipt of Claimant’s claim or request. If an extension of time is
required for a hearing or other special circumstances, the Claimant shall be notified and the
time limit shall be one hundred twenty (120) days. The decision shall be in writing and shall
state the reason and the relevant Plan provisions. All Committee decisions on review shall be
final and bind all parties concerned.



X  —  Miscellaneous





Not a Contract of Employment. This Plan will not constitute a contract of employment
between Employer and the Participant. Nothing in this Plan will give a Participant the right to
be retained in the service of Employer or to interfere with the right of Employer to discipline
or discharge a Participant at any time.




Protective Provisions. A Participant will cooperate with Employer by furnishing any and
all information requested by Employer in order to facilitate the Employer Contributions as
provided for in this Plan, and by taking such physical examinations as Employer may deem
necessary and by taking such other action as may be requested by Employer.




Governing Law. The provisions of this plan document shall be construed and interpreted
according to the laws of the Commonwealth of Virginia, except as may be preempted by federal law.




Validity. If any provision of this plan document will be held illegal or invalid for any
reason, said illegality or invalidity shall not affect the remaining parts hereof, but this plan
document shall be construed and enforced as if such illegal and invalid provision had never been
inserted herein.




Notice. Any notice or filing required or permitted under this Plan will be sufficient if
in writing and hand delivered or sent by registered or certified mail. Such notice will be
deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on
the postmark on the receipt for registration or certification. Mailed notice to the Committee
will be directed to the Employer’s address. Mailed notice to a Participant will be directed to
the individual’s last known address in Employer’s records.




Successors. The provisions of this Plan shall bind and inure to the benefit of Employer
and its successors and assigns. The term successors as used herein includes any corporate or
other business entity which shall, whether by merger, consolidation, purchase or otherwise
acquire all or substantially all of the business and assets of Employer, and successors of any
such corporation or other business entity.


 


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Gannett Co., Inc.




	 	 	 	 	 	 	 
	By:	 	/s/ Roxanne V. Horning	 	 
	 	 	 	 	 
	 

	 	NAME:
	 	Roxanne V. Horning	 	 
	 

	 	TITLE:
	 	Senior Vice President/Human Resources	 	 






DATE: October
29, 2010


 


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Exhibit A

Gannett Co., Inc.




Key Executive Life Insurance Plan




	 	 	 
	Cash Value Target

	 	Projected level premiums solved at then current
rates to provide enough cash value immediately
after assumed termination of employment at age
65 to endow the Targeted Death Benefit at age
121.
If employment extends past age 65, the Targeted
Death Benefit is assumed to change to the
Post-Termination Targeted Death Benefit level at
age 65
	 
	 	 
	Death Benefit:

	 	Targeted Death Benefit as provided by this Plan
	 
	 	 
	Cost of Insurance Charges

	 	Actual COI charges up to date of
redetermination; thereafter, insurance carrier’s
current COI rates for the product as of the date
of resolve.
	 
	 	 
	Interest Crediting Rate:

	 	Actual policy crediting rates up to date of
resolve; thereafter, insurance carrier’s current
general account crediting rate for the product
as of the date of resolve.
	 
	 	 
	Premium Duration:

	 	Payable annually prior to the Participant’s
62nd birthday but no less than 5
years.
	 
	 	 
	Employer Contributions

	 	Initial Annual Employer Contributions under this
Plan determined at the outset of participation
shall equal the expected amount of annual
premiums needed to provide the Targeted Death
Benefits, assuming a $500,000 Post Termination
Death Benefit based on an underwriting
classification of no greater than “standard”.
Subsequent redeterminations shall be based on
the Targeted Death Benefit set forth in the
Participation Agreement and the actual
underwriting classification in force at such
time.







 


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