Exhibit 10.1





Exhibit 10.1




Gannett Co., Inc.

Compensation for Non-Employee Directors




Annual Fees




Each director is entitled to receive an annual retainer fee of $45,000. The presiding director is
entitled to receive an additional annual retainer fee of $25,000 and each committee chair is
entitled to receive an additional annual retainer fee of $15,000.



In lieu of receiving their annual retainer fees in cash, directors may elect to receive their fees
in:




(1) Shares of restricted stock worth 110% of the applicable cash fee, based on the closing
market price of the Company’s common stock on the grant date. These restricted shares
generally vest at a rate of 1/4th of the shares per quarter after the grant date,
receive dividends and are held by the Company for the benefit of the director until he or
she leaves the board at which time vested shares are delivered to the director; or




(2) Options to purchase that number of shares of the Company’s common stock equal to four
times the number of shares that would have been issued if the applicable fee had been paid
in shares of restricted stock. These options generally vest at a rate of 1/4th of
the shares per quarter after the grant date, have an exercise price equal to the closing
market price of a share of the Company’s common stock on the grant date, and are exercisable
for a period of eight years from the grant date.



In addition, upon each annual meeting of shareholders, each director is entitled to receive a
long-term award of either 2,000 shares of restricted stock or options to purchase 8,000 shares of
the Company’s common stock. These long-term awards vest as follows:




(1) Restricted shares generally vest at a rate of 1/36th of the shares per month,
receive dividends and are held by the Company for the benefit of the director until he or
she leaves the board at which time the vested shares are delivered to the director; and




(2) Options generally vest at a rate of 1/4th of the shares on each anniversary
of the grant date, have an exercise price equal to the closing market price of a share of
the Company’s common stock on the grant date, and are exercisable for a period of eight
years from the grant date.



Meeting Fees




Directors receive $2,000 for each board meeting attended and $1,000 for each committee meeting
attended.



In lieu of receiving their meeting fees in cash, directors may elect to receive their fees in:




(1) Shares of restricted stock worth 110% of the applicable cash fee, based on the closing
market price of the Company’s common stock on the grant date. These restricted shares are
fully vested on the grant date, receive dividends and are held by the Company for the
benefit of the director until he or she leaves the board at which time the vested shares are
delivered to the director; or




(2) Options to
purchase that number of shares of the Company’s common stock equal to four
times the number of shares that would have been issued if the applicable fee had been paid
in shares of restricted stock. These options are fully vested on the grant date, have an
exercise price


 


 









 





equal to the closing market price of a share of the Company’s common stock on
the grant date, and are exercisable for a period of eight years from the grant date.




Special Vesting Rules




Upon the retirement of a non-employee director due to the age of service limitations set forth in
the Company’s bylaws, the director’s restricted stock would vest immediately and, for any
non-employee director who completed at least three full years of service on the board, the options
would vest immediately. Options and restricted stock also automatically vest upon a change of
control of the Company. If a non-employee director ceases to be a director for reasons other than
the age of service limitations set forth in the Company’s bylaws, the director’s unvested shares of
restricted stock and unvested options are forfeited, except that, if the director leaves after
having completed (i) at least three full years of service on the board, his or her options will
vest for one additional year and he or she will have that extra year to exercise any vested
options, (ii) at least six full years of service on the board, he or she will have two years of
added vesting and exercise time, and (iii) nine or more full years of service on the board, he or
she will receive three years of added vesting and exercise time. All unvested options will
continue to vest during such post-termination exercise period in accordance with the option’s
original vesting schedule.



Deferral




Directors may elect to defer their cash or restricted stock fees under the Company’s Deferred
Compensation Plan, which for cash fee deferrals provides for ten deemed investment options,
including mutual funds and a Company common stock fund. Deferred fees paid as restricted stock must
be invested in the Company’s common stock fund of the Deferred Compensation Plan.



Other Compensation




Directors receive travel accident insurance of $1,000,000 and a match from the Gannett Foundation
of charitable gifts made by directors up to a maximum of $10,000 each year.



Expenses




Directors are reimbursed for their reasonable expenses of attending board and committee meetings.