Exhibit 10.1


 


Gannett Co., Inc.


2015 Omnibus Incentive Compensation Plan


Amendment Number 1


 








Subject to and effective
upon obtaining the requisite stockholder approval for this Amendment at the Company’s 2017 annual meeting of stockholders,
pursuant to Article 16 of the Gannett Co., Inc. 2015 Omnibus Incentive Compensation Plan (the “Plan”), Gannett Co.,
Inc. hereby amends the Plan as follows:


1.          
     Article 2 of the Plan is amended by adding the following new
section 2.17A after current Section 2.17:


2.17A       “Equity
Award” means an Award that is payable in Shares.


2.          
     Section 4.1 of the Plan is hereby amended by replacing the
first sentence of such Section with the following:


Subject to Sections 4.2 and 4.4, the number of Shares
reserved for issuance to Participants under this Plan is eighteen million five (18,000,000) Shares.


3.        
       Effective for awards granted on or after May
10, 2017, Section 6.10 is hereby amended by replacing such Section with the following:


6.10       Service
Requirement for Options. Options granted to Participants on or after May 10, 2017, will be subject to a minimum vesting
period requiring at least one year of service; provided that the Committee may provide for accelerated vesting after less than
one year: (i) in connection with terminations of employment due to death, disability, retirement or other circumstances that the
Committee determines to be appropriate; (ii) in connection with a Change in Control in which the Option is not continued or assumed
(e.g., the Option is not equitably converted or substituted for an option of the successor company); or (iii) for grants made in
connection with an acquisition by the Company or its Subsidiaries or Affiliates in substitution for pre-existing awards. Notwithstanding
the foregoing, effective for Equity Awards granted on or after May 10, 2017, with respect to all Equity Awards that do not otherwise
qualify for an exception from the minimum one year of service vesting requirement, up to five percent (5%) of the Shares authorized
for issuance under the Plan in excess of eleven million (11,000,000) Shares may be granted without regard to the one year of service
vesting requirement.


4.      
         Effective for awards granted on or
after May 10, 2017, Article 6 is amended to add the following new Section 6.11 to the end thereof:


6.11       Dividends
on Unvested Shares. Any dividends with respect to the Shares issued in connection with the exercise of an Option shall not
be paid to the Participant until the Shares to which the dividends relate vest. If any Shares are forfeited, the Participant shall
have no right to the dividends related to the forfeited Shares.






    	 



     

    




5.       
        Effective for awards granted on or after
May 10, 2017, Section 7.9 is hereby amended by replacing such Section with the following:


7.9       Service
Requirement for SARs. SARs granted to Participants on or after May 10, 2017, will be subject to a minimum vesting period
requiring at least one year of service; provided that the Committee may provide for accelerated vesting after less than one year:
(i) in connection with terminations of employment due to death, disability, retirement or other circumstances that the Committee
determines to be appropriate; (ii) in connection with a Change in Control in which the SAR is not continued or assumed (e.g., the
SAR is not equitably converted or substituted for a stock appreciation right of the successor company); or (iii) for grants made
in connection with an acquisition by the Company or its Subsidiaries or Affiliates in substitution for pre-existing awards. Notwithstanding
the foregoing, effective for Equity Awards granted on or after May 10, 2017, with respect to all Equity Awards that do not otherwise
qualify for an exception from the minimum one year of service vesting requirement, up to five percent (5%) of the Shares authorized
for issuance under the Plan in excess of eleven million (11,000,000) Shares may be granted without regard to the one year of service
vesting requirement.


6.      
         Effective for awards granted on or
after May 10, 2017, Article 7 is amended to add the following new Section 7.10 to the end thereof:


7.10       Dividends
on Unvested Shares. Any dividends with respect to the Shares issued in connection with the exercise of a SAR shall not be paid
to the Participant until the Shares to which the dividends relate vest. If any Shares are forfeited, the Participant shall have
no right to the dividends related to the forfeited Shares.


7.      
         Effective for awards granted on or
after May 10, 2017, Section 8.6 is hereby amended by replacing such Section with the following:


8.6       Dividends
and Other Distributions. During the Period of Restriction, Participants holding Shares of Restricted Stock or Stock Awards
granted hereunder may, if the Committee so determines, be credited with dividends paid with respect to the underlying Shares while
they are so held; provided that, any dividends with respect to the Restricted Stock or Stock Awards shall not be paid to the Participant
until the Shares of Restricted Stock or Stock Awards to which the dividends relate vest. If any Shares of Restricted Stock or Stock
Awards are forfeited, the Participant shall have no right to the dividends related to the forfeited Shares.






    	 



     

    

 


8.               Effective for awards granted on or after
May 10, 2017, Section 8.8 is hereby amended by replacing such Section with the following:


8.8       Service
Requirement for Restricted Stock and Stock Awards. Restricted Stock and Stock Awards granted to Participants on or after May 10,
2017, will be subject to a minimum vesting period requiring at least one year of service; provided that the Committee may provide
for accelerated vesting after less than one year: (i) in connection with terminations of employment due to death, disability, retirement
or other circumstances that the Committee determines to be appropriate; (ii) in connection with a Change in Control in which the
Restricted Stock or Stock Award is not continued or assumed (e.g., the Restricted Stock or Stock Award is not equitably converted
or substituted for a similar award of the successor company); or (iii) for grants made in connection with an acquisition by the
Company or its Subsidiaries or Affiliates in substitution for pre-existing awards. Notwithstanding the foregoing, effective for
Equity Awards granted on or after May 10, 2017, with respect to all Equity Awards that do not otherwise qualify for an exception
from the minimum one year of service vesting requirement, up to five percent (5%) of the Shares authorized for issuance under the
Plan in excess of eleven million (11,000,000) Shares may be granted without regard to the one year of service vesting requirement.


9.               Effective for awards granted on or after May 10, 2017, the second paragraph of Section 9.5
is hereby amended by replacing such paragraph with the following:


Unless otherwise
provided by the Committee, Participants holding Restricted Stock Units, Performance Units, or Performance Shares may be entitled
to receive dividends or dividend units with respect to dividends declared on Shares underlying such Awards; provided that, any
dividends or dividend units with respect to the Restricted Stock Units, Performance Units, or Performance Shares shall not be paid
to the Participant until the Restricted Stock Units, Performance Units, or Performance Shares to which the dividends relate vest.
If any Restricted Stock Units, Performance Units, or Performance Shares are forfeited, the Participant shall have no right to the
dividends or dividend units related to the forfeited Awards.


 


10.              Effective
for awards granted on or after May 10, 2017, Section 9.7 is hereby amended by replacing such Section with the following:




9.7               
Service Requirement for Restricted Stock Units, Performance Units and Performance Shares.
Restricted Stock Units, Performance Units and Performance Shares granted to Participants
on or after May 10, 2017, will be subject to a minimum vesting period requiring at least one year of service; provided that
the Committee may adopt accelerated vesting periods: (i) in connection with terminations of employment due to death, disability,
retirement or other circumstances that the Committee determines to be appropriate; (ii) in connection with a Change in Control
in which the Restricted Stock Unit, Performance Unit or Performance Share is not continued or assumed (e.g., the Restricted Stock
Unit, Performance Unit or Performance Share is not equitably






    	 



     

    






converted
or substituted for a similar award of the successor company); or (iii) for grants made in connection with an acquisition by the
Company or its Subsidiaries or Affiliates in substitution for pre-existing awards. Notwithstanding the foregoing, effective for
Equity Awards granted on or after May 10, 2017, with respect to all Equity Awards that do not otherwise qualify for an exception
from the minimum one year of service vesting requirement, up to five percent (5%) of the Shares authorized for issuance under
the Plan in excess of eleven million (11,000,000) Shares may be granted without regard to the one year of service vesting requirement.




11.              Except
as amended above, the Plan shall remain in full force and effect.




 


IN WITNESS WHEREOF,
Gannett Co., Inc. has caused this Amendment to be executed by its duly authorized officer as of this 10th day of May, 2017.












 


	 	GANNETT CO., INC
	 	 	 
	 	By:  	/s/ Barbara W. Wall
	 	Name:	Barbara W. Wall
	 	Title:   	Senior Vice President and Chief Legal Officer