Exhibit 10.2





Exhibit 10.2




Gannett Co., Inc.

2001 Omnibus Incentive Compensation Plan




(Amended and Restated as of May 4, 2010)




 


 









 







Contents




	 	 	 	 	 
	Article 1. Establishment, Objectives, and Duration
	 	 	1	 
	Article 2. Definitions
	 	 	1	 
	Article 3. Administration
	 	 	4	 
	Article 4. Shares Subject to the Plan and Maximum Awards
	 	 	4	 
	Article 5. Eligibility and Participation
	 	 	6	 
	Article 6. Stock Options
	 	 	6	 
	Article 7. Stock Appreciation Rights
	 	 	7	 
	Article 8. Restricted Stock/Stock Awards
	 	 	9	 
	Article 9. Performance Units, Performance Shares, and Cash-Based Awards
	 	 	9	 
	Article 10. Performance Measures
	 	 	10	 
	Article 11. Beneficiary Designation
	 	 	11	 
	Article 12. Deferrals
	 	 	12	 
	Article 13. Rights of Employees/Directors
	 	 	12	 
	Article 14. Termination of Employment/Directorship
	 	 	12	 
	Article 15. Change in Control
	 	 	12	 
	Article 16. Amendment, Modification, Termination and Tax Compliance
	 	 	14	 
	Article 17. Withholding
	 	 	15	 
	Article 18. Successors
	 	 	15	 
	Article 19. General Provisions
	 	 	16	 





 


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Article 1. Establishment, Objectives, and Duration




1.1 Establishment of the Plan. Gannett Co., Inc., a Delaware corporation (hereinafter referred
to as the “Company”), hereby amends and restates the Company’s 2001 Omnibus Incentive
Compensation Plan (Amended and Restated as of May 4, 2010) (hereinafter referred to as the
“Plan”), as set forth in this document. The Plan permits the grant of Nonqualified Stock
Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Stock Awards,
Restricted Stock Units, Performance Shares, Performance Units, and Cash-Based Awards. Subject
to approval by the Company’s stockholders, the Plan shall become effective as of May 4, 2010
(the “Effective Date”) and shall remain in effect as provided in Section 1.3 hereof.




1.2 Objectives of the Plan. The objectives of the Plan are to optimize the profitability and
growth of the Company through annual and long-term incentives that are consistent with the
Company’s goals and that link the personal interests of Participants to those of the Company’s
stockholders, to provide Participants with an incentive for excellence in individual
performance, and to promote teamwork among Participants. The Plan is further intended to
provide flexibility to the Company and its Affiliates in their ability to motivate, attract,
and retain the services of Participants who make significant contributions to the Company’s
success and to allow Participants to share in that success.




1.3 Duration of the Plan. The Plan shall commence on the Effective Date and shall remain in
effect, subject to the right of the Committee to amend or terminate the Plan at any time
pursuant to Article 16 hereof, until all Shares subject to it shall have been purchased or
acquired according to the Plan’s provisions. However, in no event may an Award be granted
under the Plan on or after the tenth (10th) anniversary of the Effective Date.




1.4 Prior Awards. As of the Effective Date no further Awards shall be made under the terms of
the Plan that were in effect prior to the Effective Date. Awards granted before the Effective
Date shall be governed by the terms of the Plan in effect prior to the Effective Date.



Article 2. Definitions




Whenever used in the Plan, the following terms shall have the meanings set forth below, and when
the meaning is intended, the initial letter of the word shall be capitalized:




2.1 “Affiliate” shall have the meaning ascribed to such term in Rule 12b-2 of the General
Rules and Regulations of the Exchange Act.




2.2 “Award” means, individually or collectively, a grant under this Plan of Nonqualified Stock
Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Stock Awards,
Restricted Stock Units, Performance Shares, Performance Units, or Cash-Based Awards.




2.3 “Award Agreement” means a written or electronic agreement entered into by the Company and
each Participant setting forth the terms and provisions applicable to Awards granted under
this Plan.




2.4 “Beneficial Owner” or “Beneficial Ownership” shall have the meaning ascribed to such term
in Rule 13d-3 of the General Rules and Regulations under the Exchange Act.




2.5 “Board” or “Board of Directors” means the Board of Directors of the Company.




2.6 “Cash-Based Award” means an Award granted to a Participant whose value is denominated in
cash as described in Article 9 hereof.




2.7 “Change in Control” means the first to occur of the following:




(a) the acquisition by any individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of
either (i) the then-outstanding shares of common stock of the Company (the “Outstanding
Company Common Stock”) or (ii) the combined voting power of the then-outstanding voting
securities of the Company entitled to vote generally in the election of directors (the
“Outstanding Company Voting Securities”); provided, however, that, for purposes of this
Section, the following acquisitions shall not constitute a Change in Control: (A) any
acquisition directly from the Company, (B) any acquisition by the Company, (C) any
acquisition by any employee benefit plan (or related trust) sponsored or maintained by
the Company or one of its affiliates, or (D) any acquisition pursuant to a transaction
that complies with (c)(i), (c)(ii) and (c)(iii) below;


 


 









 






(b) individuals who, as of the date hereof, constitute the Board (the “Incumbent
Board”) cease for any reason to constitute at least a majority of the Board; provided,
however, that any individual becoming a director subsequent to the date hereof whose
election or nomination for election by the Company’s stockholders was approved by a vote
of at least a majority of the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent Board, but excluding,
for this purpose, any such individual whose initial assumption of office occurs as a
result of an actual or threatened election contest with respect to the election or
removal of directors or other actual or threatened solicitation of proxies or consents by
or on behalf of a Person other than the Board;




(c) consummation of a reorganization, merger, statutory share exchange or
consolidation or similar corporate transaction involving the Company or any of its
subsidiaries, a sale or other disposition of all or substantially all of the assets of
the Company, or the acquisition of assets or stock of another entity by the Company or
any of its subsidiaries (each, a “Business Combination”), in each case, unless, following
such Business Combination, (i) all or substantially all of the individuals and entities
that were the beneficial owners of the Outstanding Company Common Stock and the
Outstanding Company Voting Securities immediately prior to such Business Combination
beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of
common stock and the combined voting power of the then-outstanding voting securities
entitled to vote generally in the election of directors, as the case may be, of the
corporation or entity resulting from such Business Combination (including, without
limitation, a corporation or entity that, as a result of such transaction, owns the
Company or all or substantially all of the Company’s assets either directly or through
one or more subsidiaries) in substantially the same proportions as their ownership
immediately prior to such Business Combination of the Outstanding Company Common Stock
and the Outstanding Company Voting Securities, as the case may be, (ii) no Person
(excluding any employee benefit plan (or related trust) of the Company or any corporation
or entity resulting from such Business Combination) beneficially owns, directly or
indirectly, 20% or more of, respectively, the then-outstanding shares of common stock of
the corporation or entity resulting from such Business Combination or the combined voting
power of the then-outstanding voting securities of such corporation or entity, except to
the extent that such ownership existed prior to the Business Combination, and (iii) at
least a majority of the members of the board of directors of the corporation or entity
resulting from such Business Combination were members of the Incumbent Board at the time
of the execution of the initial agreement or of the action of the Board providing for
such Business Combination; or




(d) approval by the stockholders of the Company of a complete liquidation or
dissolution of the Company.




Notwithstanding the foregoing, with respect to a Section 409A Award, the Committee may specify
that the definition of Change in Control must also constitute an event that is a change in
ownership or effective control of the Company or a change in the ownership of a substantial
portion of the assets of the Company within the meaning of Section 409A.




2.8 “Code” means the Internal Revenue Code of 1986, as amended from time to time.




2.9 “Committee” means any committee appointed by the Board to administer Awards to Employees
or Directors, as specified in Article 3 hereof.




2.10 “Company” means Gannett Co., Inc., a Delaware corporation and any successor thereto as
provided in Article 18 hereof.




2.11 “Covered Employee” means a Participant who, as of the date of vesting and/or payout of an
Award, as applicable, is one of the group of “covered employees,” as defined in the
regulations promulgated under Code Section 162(m), or any successor statute, or a Participant
who is designated by the Committee to be treated as a “covered employee”.




2.12 “Director” means any individual who is a member of the Board of Directors of the Company;
provided, however, that any Director who is employed by the Company shall be considered an
Employee under the Plan.



2.13 “Disability” shall have the meaning ascribed to such term in the Award Agreement. If no
such definition is provided in the Award Agreement, “Disability” shall mean a medically
determinable physical or mental impairment which can be expected to result in death or has
lasted or can be expected to last for a continuous



 


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period of not less than six months if such disabling condition renders the person unable to
perform the material and substantial duties of his or her occupation. With respect to
Section 409A Awards that become payable upon a disability, such disability must also qualify
as a disability within the meaning of Treasury Regulation 1.409A-3(i)(4).




2.14 “Effective Date” shall have the meaning ascribed to such term in Section 1.1 hereof.




2.15 “Employee” means any employee of the Company or its Subsidiaries or Affiliates.




2.16 “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time,
or any successor act thereto.




2.17 “Fair Market Value” as of any date and in respect of any Share means the then most recent
closing price of a Share reflected in the consolidated trading tables of USA Today or any
other publication selected by the Committee, provided that, if Shares shall not have been
traded on the New York Stock Exchange for more than 10 days immediately preceding such date or
if deemed appropriate by the Committee for any other reason, the fair market value of Shares
shall be as determined by the Committee in such other manner as it may deem appropriate,
provided that such valuation is consistent with the requirements of Section 409A. In no event
shall the fair market value of any Share be less than its par value.




2.18 “Freestanding SAR” means an SAR that is granted independently of any Options, as
described in Article 7 hereof.




2.19 “Incentive Stock Option” or “ISO” means an option to purchase Shares granted under
Article 6 hereof and that is designated as an Incentive Stock Option and that is intended to
meet the requirements of Code Section 422. To the extent that an option is granted that is
intended to meet the requirements of Code Section 422, but fails to meet such requirements,
the option will be treated as a NQSO.




2.20 “Insider” shall mean an individual who is, on the relevant date, an executive officer,
director or ten percent (10%) beneficial owner of any class of the Company’s equity securities
that is registered pursuant to Section 12 of the Exchange Act, all as defined under Section 16
of the Exchange Act.




2.21
“Nonqualified Stock Option” or “NQSO” means an option to purchase Shares granted under
Article 6 hereof and that is not intended to be treated as an Incentive Stock Option, or that
otherwise does not meet such requirements.




2.22 “Option” means an Incentive Stock Option or a Nonqualified Stock Option, as described in
Article 6 hereof.




2.23 “Option Price” means the price at which a Share may be purchased by a Participant
pursuant to an Option.




2.24 “Participant” means an Employee or Director who has been selected to receive an Award or
who has outstanding an Award granted under the Plan.




2.25 “Performance-Based Exception” means the performance-based exception from the tax
deductibility limitations of Code Section 162(m).




2.26 “Performance Share” means an Award granted to a Participant whose value is denominated in
Shares and is earned by satisfaction of specified performance goals and such other terms and
conditions that the Committee may specify, as described in Article 9 hereof.




2.27 “Performance Unit” means an Award granted to a Participant whose value is specified by
the Committee and is earned by satisfaction of specified performance goals and such other
terms and conditions that the Committee may specify, as described in Article 9 hereof.




2.28 “Period of Restriction” means the period during which the transfer of Shares of
Restricted Stock is not permitted (e.g., based on the passage of time, the achievement of
performance goals, or upon the occurrence of other events as determined by the Committee, at
its discretion), and the Shares are subject to a substantial risk of forfeiture, pursuant to
the Restricted Stock Award Agreement, as provided in Article 8 hereof.




2.29 “Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange
Act and used in Sections 13(d) and 14(d) thereof, including a “group” as defined in
Section 13(d) thereof.




2.30 “Restricted Stock” means an Award granted to a Participant pursuant to Article 8 hereof.


 


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2.31 “Restricted Stock Units” means an Award granted to a Participant whose value is
denominated in Shares and is earned by satisfaction of specified service requirements and such
other terms and conditions that the Committee may specify, as described in Article 9 hereof.




2.32 “Retirement” means a termination of employment after attaining age 55 and completing 5
years of service or such other definition set forth in an Award Agreement.




2.33 “Section 409A” means Code Section 409A and the regulations and other guidance issued
thereunder.




2.34 “Section 409A Award” means an Award that is subject to the requirements of Section 409A.




2.35 “Shares” means the Company’s common stock, par value $1.00 per share.




2.36 “Stock Appreciation Right” or “SAR” means an Award, granted alone or in connection with a
related Option, designated as an SAR, pursuant to the terms of Article 7 hereof.




2.37 “Stock Award” means an Award of Shares granted to a Participant pursuant to Section 8.7
hereof.




2.38 “Subsidiary” means any corporation, partnership, joint venture, or other entity in which
the Company directly or indirectly has a majority voting interest.




2.39 “Tandem SAR” means an SAR that is granted in connection with a related Option pursuant to
Article 7 hereof, the exercise of which shall require forfeiture of the right to purchase a
Share under the related Option (and when a Share is purchased under the Option, the Tandem SAR
shall similarly be canceled).



Article 3. Administration





3.1 General. Subject to the terms and conditions of the Plan, the Plan shall be administered
by the Committee. The members of the Committee shall be appointed from time to time by, and
shall serve at the discretion of, the Board of Directors. The Committee shall have the
authority to delegate administrative duties to officers of the Company.




3.2 Authority of the Committee. Except as limited by law or by the Certificate of
Incorporation or Bylaws of the Company, and subject to the provisions herein (including, with
respect to Section 409A Awards, the requirements of Section 409A), the Committee shall have
full power to select Employees and Directors who shall participate in the Plan; determine the
sizes and types of Awards; determine the terms and conditions of Awards in a manner consistent
with the Plan; construe and interpret the Plan and any agreement or instrument entered into
under the Plan; establish, amend, or waive rules and regulations for the Plan’s
administration; and amend the terms and conditions of any outstanding Award as provided in the
Plan. Further, the Committee shall make all other determinations that it deems necessary or
advisable for the administration of the Plan. As permitted by law and the terms of the Plan,
the Committee may delegate its authority herein. No member of the Committee shall be liable
for any action taken or decision made in good faith relating to the Plan or any Award granted
hereunder.




3.3 Decisions Binding. All determinations and decisions made by the Committee pursuant to the
provisions of the Plan and all related orders and resolutions of the Committee shall be final,
conclusive, and binding on all persons, including the Company, its stockholders, Directors,
Employees, Participants, and their estates and beneficiaries, unless changed by the Board.



Article 4. Shares Subject to the Plan and Maximum Awards





4.1 Number of Shares Available for Grants; Share Counting and Reacquired Shares. Prior to the
restatement of this Plan, the number of Shares reserved for issuance to Participants under the
Plan were thirty-two million five hundred thousand (32,500,000). As a result of this
restatement, the number of Shares reserved for issuance to Participants will be increased to
sixty million (60,000,000). Shares issued under the Plan may be authorized but unissued shares
or treasury shares. The number of Shares reserved for issuance to Participants under the Plan
is subject to adjustment as provided in Section 4.2 hereof.



For purposes of counting the number of Shares available for Awards under the Plan, the full
number of shares of the Company’s common stock covered by Freestanding SARs shall be counted
against the number of Shares available for Awards (i.e., not the net Shares issued in
satisfaction of a Freestanding SAR Award); provided, however, that Freestanding SARs that may
be settled in cash only shall not be so counted. Additionally, if an Option may be settled by
issuing net Shares (i.e., withholding a number of Shares equal to



 


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the exercise price), the full number of shares of the Company’s common stock covered by the
Option shall be counted against the number of Shares available for Awards, not the net Shares
issued in satisfaction of an Option. If any Award (a) expires or is terminated, surrendered or
canceled without having been fully exercised or is forfeited in whole or in part, or
(b) results in any Shares not being issued (including as a result of any Award that was
settleable either in cash or in stock actually being settled in cash), the unissued Shares
covered by such Award shall again be available for the grant of Awards; provided, however, in
the case of Incentive Stock Options, the foregoing shall be subject to any limitations under
the Code. The following Shares shall not be added back to the number of Shares available for
the future grant of Awards: (i) shares of the Company’s common stock tendered to the Company
by a Participant to (A) purchase shares of the Company’s common stock upon the exercise of an
Award, or (B) satisfy tax withholding obligations (including shares retained from the Award
creating the tax obligation); and (ii) shares of the Company’s common stock repurchased by the
Company on the open market using the proceeds from the exercise of an Award. Subject to the
foregoing, the Committee shall determine the appropriate methodology for calculating the
number of Shares issued pursuant to the Plan.




The maximum number of Shares which may be issued under Incentive Stock Options granted under
the Plan is 5,000,000.




The following rules shall apply to grants of Awards under the Plan:




	 	(a)	 	Stock Options: The maximum aggregate number of Shares that may be granted in the
form of Stock Options, pursuant to any Award granted in any one fiscal year to any one
Participant shall be one million (1,000,000).







	 	(b)	 	SARs: The maximum aggregate number of Shares that may be granted in the form of
Stock Appreciation Rights, pursuant to any Award granted in any one fiscal year to any
one Participant shall be one million (1,000,000).







	 	(c)	 	Restricted Stock/Stock Awards: The maximum aggregate grant of Shares with respect
to Awards of Restricted Stock or Stock Awards granted in any one fiscal year to any one
Participant shall be five hundred thousand (500,000).







	 	(d)	 	Restricted Stock Units, Performance Shares, Performance Units and Cash-Based
Awards: The maximum aggregate grant with respect to Awards of Performance Shares or
Restricted Stock Units made in any one fiscal year to any one Participant shall be equal
to the value of five hundred thousand (500,000) Shares; and the maximum aggregate amount
awarded with respect to Cash-Based Awards or Performance Units to any one Participant in
any one fiscal year may not exceed ten million dollars ($10,000,000).







4.2 Adjustments in Authorized Shares. Upon a change in corporate capitalization, such as a
stock split, stock dividend or a corporate transaction, such as any merger, consolidation,
combination, exchange of shares or the like, separation, including a spin-off, or other
distribution of stock or property of the Company, any reorganization (whether or not such
reorganization comes within the definition of such term in Code Section 368) or any partial or
complete liquidation of the Company, the Committee shall make an appropriate adjustment in the
number and class of Shares that may be delivered under Section 4.1, in the number and class of
and/or price of Shares subject to outstanding Awards granted under the Plan, and in the Award
limits set forth in Section 4.1, as may be determined to be equitable by the Committee, in its
sole discretion, to prevent dilution or enlargement of rights.


 


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4.3 Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events. The
Committee may make adjustments in the terms and conditions of, and the criteria included in,
Awards in recognition of unusual or nonrecurring events (including, without limitation, the
events described in Section 4.2 hereof) affecting the Company or the financial statements of
the Company or of changes in applicable laws, regulations, or accounting principles, whenever
the Committee determines that such adjustments are appropriate in order to prevent dilution or
enlargement of the benefits or potential benefits intended to be made available under the
Plan; provided that, with respect to Awards that are intended to comply with the requirements
of the Performance-Based Exception, no such adjustment shall be authorized to the extent that
such adjustment would be inconsistent with the Award’s satisfaction of the Performance-Based
Exception.



Article 5. Eligibility and Participation





5.1 Eligibility. Persons eligible to participate in this Plan include all Employees and
Directors.




5.2 Actual Participation. Subject to the provisions of the Plan, the Committee may, from time
to time, select from all eligible Employees and Directors, those to whom Awards shall be
granted and shall determine the nature and amount of each Award.




5.3 Newly Eligible Employees. The Committee shall be entitled to make such rules, regulations,
determinations and awards as it deems appropriate in respect of any Employee who becomes
eligible to participate in the Plan after the commencement of an award or incentive period.




5.4 Leaves of Absence. The Committee shall be entitled to make such rules, regulations, and
determinations as it deems appropriate under the Plan in respect of any leave of absence taken
by the recipient of any award. Without limiting the generality of the foregoing, the Committee
shall be entitled to determine: (a) whether or not any such leave of absence shall constitute
a termination of employment within the meaning of the Plan; and (b) the impact, if any, of
such leave of absence on awards under the Plan theretofore made to any recipient who takes
such leave of absence. Notwithstanding the foregoing, with respect to any Section 409A Award,
all leaves of absences and determinations of terminations of employment must be construed and
interpreted consistent with the requirements of Section 409A and the definition of “separation
from service” thereunder.



Article 6. Stock Options





6.1 Grant of Options. Subject to the terms and provisions of the Plan, Options may be granted
to Participants in such number, and upon such terms, and at any time and from time to time as
shall be determined by the Committee. Notwithstanding the foregoing, Incentive Stock Options
may only be granted to Employees of Gannett Co., Inc. or its Affiliates or Subsidiaries;
provided that the Affiliate or Subsidiary is a type of entity whose employees can receive such
options under Code Sections 422 and 424.




6.2 Award Agreement. Each Option grant shall be evidenced by an Award Agreement that shall
specify the Option Price, the duration of the Option, the number of Shares to which the Option
pertains, and such other provisions as the Committee shall determine which are not
inconsistent with the terms of the Plan.




6.3 Option Price. The Option Price for each grant of an Option under this Plan shall be as
determined by the Committee; provided, however, the per-share exercise price shall not be less
than 100 percent of the Fair Market Value of the Shares on the date the Option is granted.




6.4 Duration of Options. Each Option granted to a Participant shall expire at such time as the
Committee shall determine at the time of grant; provided that the Option must expire on or
before the date that is the tenth anniversary of the date of grant.




6.5 Exercise of Options. Options granted under this Article 6 shall be exercisable at such
times and be subject to such restrictions and conditions as the Committee shall in each
instance approve, which need not be the same for each grant or for each Participant.




6.6 Payment. Options granted under this Article 6 shall be exercised by the delivery of a
written, electronic or telephonic notice of exercise to the Company, setting forth the number
of Shares with respect to which the Option is to be exercised, accompanied by full payment for
the Shares.



The Option Price upon exercise of any Option shall be payable to the Company in full either:
(a) in cash or its equivalent; or (b) by tendering previously acquired Shares having an
aggregate Fair Market Value at the time


 


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of exercise equal to the total Option Price; or (c) by a combination of (a) and (b); or
(d) any other method approved by the Committee in its sole discretion. The tendering of
previously acquired shares may be done through attestation. No fractional shares may be
tendered or accepted in payment of the Option Price.




Cashless exercises are permitted pursuant to Federal Reserve Board’s Regulation T, subject to
applicable securities law restrictions, or by any other means which the Committee determines
to be consistent with the Plan’s purpose and applicable law.




Subject to any governing rules or regulations, as soon as practicable after receipt of
notification of exercise and full payment, the Company shall deliver to the Participant, in
the Participant’s name, Share certificates in an appropriate amount based upon the number of
Shares purchased under the Option(s).




Unless otherwise determined by the Committee, all payments under all of the methods indicated
above shall be paid in United States dollars.




6.7 Restrictions on Share Transferability. The Committee may impose such restrictions on any
Shares acquired pursuant to the exercise of an Option granted under this Article 6 as it may
deem advisable, including, without limitation, restrictions under applicable federal
securities laws, under the requirements of any stock exchange or market upon which such Shares
are then listed and/or traded, or under any blue sky or state securities laws applicable to
such Shares.




6.8 Nontransferability of Options.




	 	(a)	 	Incentive Stock Options. No ISO granted under the Plan may be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the
laws of descent and distribution. Further, all ISOs granted to a Participant under the
Plan shall be exercisable during his or her lifetime only by such Participant.







	 	(b)	 	Nonqualified Stock Options. Except as otherwise provided in a Participant’s Award
Agreement, no NQSO granted under this Article 6 may be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated, other than by will or by the laws of
descent and distribution. Further, except as otherwise provided in a Participant’s Award
Agreement, all NQSOs granted to a Participant under this Article 6 shall be exercisable
during his or her lifetime only by such Participant or such Participant’s legal
representative.






Article 7. Stock Appreciation Rights





7.1 Grant of SARs. Subject to the terms and conditions of the Plan, SARs may be granted to
Participants at any time and from time to time as shall be determined by the Committee. The
Committee may grant Freestanding SARs, Tandem SARs, or any combination of these forms of SARs.




Subject to the terms and conditions of the Plan, the Committee shall have complete discretion
in determining the number of SARs granted to each Participant and, consistent with the
provisions of the Plan, in determining the terms and conditions pertaining to such SARs.




The grant price of a Freestanding SAR shall not be less than the Fair Market Value of a Share
on the date of grant of the SAR. The grant price of Tandem SARs shall equal the Option Price
of the related Option.




7.2 SAR Agreement. Each SAR grant shall be evidenced by an Award Agreement that shall specify
the grant price, the term of the SAR, and such other provisions as the Committee shall
determine.




7.3 Term of SARs. The term of an SAR granted under the Plan shall be determined by the
Committee, in its sole discretion; provided that the SAR must expire on or before the date
that is the tenth anniversary of the date of grant.




7.4 Exercise of Freestanding SARs. Freestanding SARs may be exercised upon whatever terms and
conditions the Committee, in its sole discretion, imposes upon them.




7.5 Exercise of Tandem SARs. Tandem SARs may be exercised for all or part of the Shares
subject to the related Option upon the surrender of the right to exercise the equivalent
portion of the related Option. A Tandem SAR may be exercised only with respect to the Shares
for which its related Option is then exercisable.


 


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7.6 Payment of SAR Amount. Upon exercise of an SAR, a Participant shall be entitled to receive
payment from the Company in an amount determined by multiplying:




	 	(a)	 	The excess of the Fair Market Value of a Share on the date of exercise over the
grant price; by

	 
	 	(b)	 	The number of Shares with respect to which the SAR is exercised.










In the sole discretion of the Committee, the payment upon SAR exercise may be in cash, in
Shares of equivalent value, in some combination thereof, or in any other manner approved by
the Committee. The Committee’s determination regarding the form of SAR payout shall be set
forth in the Award Agreement pertaining to the grant of the SAR.




7.7 Nontransferability of SARs. Except as otherwise provided in a Participant’s Award
Agreement, no SAR granted under the Plan may be sold, transferred, pledged, assigned, or
otherwise alienated or hypothecated, other than by will or by the laws of descent and
distribution. Further, except as otherwise provided in a Participant’s Award Agreement, all
SARs granted to a Participant under the Plan shall be exercisable during his or her lifetime
only by such Participant or such Participant’s legal representative.


 


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Article 8. Restricted Stock/Stock Awards





8.1 Grant of Restricted Stock. Subject to the terms and provisions of the Plan, the Committee,
at any time and from time to time, may grant Shares of Restricted Stock to Participants in
such amounts, as the Committee shall determine.




8.2 Restricted Stock Agreement. Each Restricted Stock grant shall be evidenced by a Restricted
Stock Award Agreement that shall specify the Period(s) of Restriction, the number of Shares of
Restricted Stock granted, and such other provisions as the Committee shall determine.




8.3 Transferability. The Shares of Restricted Stock granted herein may not be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of the
applicable Period of Restriction established by the Committee and specified in the Restricted
Stock Award Agreement, or upon earlier satisfaction of any other conditions, as specified by
the Committee in its sole discretion and set forth in the Restricted Stock Award Agreement.
All rights with respect to the Restricted Stock granted to a Participant under the Plan shall
be available during his or her lifetime only to such Participant or such Participant’s legal
representative.




8.4 Other Restrictions. The Committee shall impose such other conditions and/or restrictions
on any Shares of Restricted Stock granted pursuant to the Plan as it may deem advisable
including, without limitation, a requirement that Participants pay a stipulated purchase price
for each Share of Restricted Stock, restrictions based upon the achievement of specific
performance goals, time-based restrictions on vesting following the attainment of the
performance goals, time-based restrictions, and/or restrictions under applicable federal or
state securities laws.




To the extent deemed appropriate by the Committee, the Company may retain the certificates
representing Shares of Restricted Stock in the Company’s possession until such time as all
conditions and/or restrictions applicable to such Shares have been satisfied.




Except as otherwise provided in the Award Agreement, Shares of Restricted Stock covered by
each Restricted Stock grant made under the Plan shall become freely transferable by the
Participant after the last day of the applicable Period of Restriction.




8.5 Voting Rights. If the Committee so determines, Participants holding Shares of Restricted
Stock granted hereunder may be granted the right to exercise full voting rights with respect
to those Shares during the Period of Restriction.




8.6 Dividends and Other Distributions. During the Period of Restriction, Participants holding
Shares of Restricted Stock granted hereunder may, if the Committee so determines, be credited
with dividends paid with respect to the underlying Shares while they are so held. The
Committee may apply any restrictions to the dividends that the Committee deems appropriate.
Without limiting the generality of the preceding sentence, if the grant or vesting of
Restricted Shares granted to a Covered Employee is designed to comply with the requirements of
the Performance-Based Exception, the Committee may apply any restrictions it deems appropriate
to the payment of dividends declared with respect to such Restricted Shares, such that the
dividends and/or the Restricted Shares maintain eligibility for the Performance-Based
Exception.




8.7 Stock Award. The Committee may grant and award Shares to a Participant that are not
subject to Periods of Restrictions and which may be subject to such conditions or provisions
as the Committee determines.



Article 9. Restricted Stock Units, Performance Units, Performance Shares, and Cash-Based Awards





9.1 Grant of Restricted Stock Units, Performance Units, Performance Shares and Cash-Based
Awards. Subject to the terms of the Plan, Restricted Stock Units, Performance Shares,
Performance Units, and/or Cash-Based Awards may be granted to Participants in such amounts and
upon such terms, and at any time and from time to time, as shall be determined by the
Committee.




9.2 Award Agreement. At the Committee’s discretion, each grant of Restricted Stock Units,
Performance Shares, Performance Units and Cash-Based Awards may be evidenced by an Award
Agreement that shall specify the initial value, the duration of the Award, the performance
measures and/or service requirements, if any, applicable to the Award, and such other
provisions as the Committee shall determine which are not inconsistent with the terms of the
Plan.



9.3 Value of Performance Units/Shares and Cash-Based Awards. Each Performance Unit shall have
an initial value that is established by the Committee at the time of grant. Each Restricted
Stock Unit and Performance Share shall have an initial value equal to the Fair Market Value of
a Share on the date of grant.


 


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Each Cash-Based Award shall have a value as may be determined by the Committee. The Committee
shall set performance goals and/or service requirements in its discretion which, depending on
the extent to which they are met, will determine the number and/or value of Restricted Stock
Units, Performance Units, Performance Shares and Cash-Based Awards that will be paid out to
the Participant. Generally, a Participant’s right to receive amounts under a Restricted Stock
Unit award shall be based on the Participant’s satisfaction of a service requirement and such
other terms and conditions that the Committee may specify. Generally, a Participant’s right to
receive amounts under a Performance Unit, Performance Share or Cash-Based Award shall be based
on the satisfaction of a performance requirement and such other terms and conditions that the
Committee may specify. The Committee has full discretionary authority to establish performance
goals and/or service requirements, and a performance goal may include a service requirement.
For purposes of this Article 9, the time period during which the performance goals and/or
service requirements must be met shall be called a “Performance Period.”




9.4 Earning of Restricted Stock Units, Performance Units, Performance Shares and Cash-Based
Awards. Subject to the terms of this Plan and the Award Agreement (if any), after the
applicable Performance Period has ended, the holder of Restricted Stock Units, Performance
Units, Performance Shares or Cash-Based Awards shall be entitled to receive payout on the
number and value of Restricted Stock Units, Performance Units, Performance Shares or
Cash-Based Awards earned by the Participant over the Performance Period, to be determined as a
function of the extent to which the corresponding performance goals and/or service
requirements have been achieved. Unless otherwise determined by the Committee, notwithstanding
any other provision of the Plan, payment of Cash-Based Awards shall only be made for those
Participants who are Directors or in the employ of the Company at the end of the Performance
Period or, if none has been specified, the end of the applicable award year.




9.5 Form and Timing of Payment of Restricted Stock Units, Performance Units, Performance
Shares and Cash-Based Awards. Payment of earned Restricted Stock Units, Performance Units,
Performance Shares and Cash-Based Awards shall be as determined by the Committee and, if
applicable, as evidenced in the related Award Agreement. Subject to the terms of the Plan, the
Committee, in its sole discretion, may pay earned Restricted Stock Units, Performance Units,
Performance Shares and Cash-Based Awards in the form of cash or in Shares (or in a combination
thereof) that have an aggregate Fair Market Value equal to the value of the earned Restricted
Stock Units, Performance Units, Performance Shares and Cash-Based Awards at the close of the
applicable Performance Period. Such Shares may be granted subject to any restrictions deemed
appropriate by the Committee. No fractional shares will be issued. The determination of the
Committee with respect to the form of payout of such Awards shall be set forth in the Award
Agreement pertaining to the grant of the Award.




Unless otherwise provided by the Committee, Participants holding Restricted Stock Units,
Performance Units, or Performance Shares may be entitled to receive dividend units with
respect to dividends declared with respect to the Shares underlying such Awards; provided that
no dividend units may be paid on Performance Units or Performance Shares that are not earned.
Such dividends may be subject to the same accrual, forfeiture, and payout restrictions as
apply to dividends earned with respect to Shares of Restricted Stock, as set forth in
Section 8.6 hereof, as determined by the Committee.




9.6 Nontransferability. Except as otherwise provided in a Participant’s Award Agreement,
Restricted Stock Units, Performance Units, Performance Shares and Cash-Based Awards may not be
sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by
will or by the laws of descent and distribution. Further, except as otherwise provided in a
Participant’s Award Agreement, a Participant’s rights under such Awards shall be exercisable
during the Participant’s lifetime only by such Participant or such Participant’s legal
representative.



Article 10. Performance Measures




Unless and until the Committee proposes for shareholder vote and shareholders approve a change in
the general performance measures set forth in this Article 10, the attainment of which may
determine the degree of payout and/or vesting with respect to Awards to Covered Employees that are
designed to qualify for the Performance-Based Exception, the performance measure(s) to be used for
purposes of such grants shall be chosen from among:




	 	(a)	 	Earnings per share (basic or diluted);

	 
	 	(b)	 	Income before income taxes;





 


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	 	(c)	 	Income from continuing operations;

	 
	 	(d)	 	Net income or net income attributable to Gannett Co., Inc.;

	 
	 	(e)	 	Operating income;

	 
	 	(f)	 	Cash flow from operating activities, operating cash flow (defined as operating
income plus non-cash charges for depreciation, amortization and impairment of operating
assets) or free cash flow;

	 
	 	(g)	 	EBITDA, or net income attributable to Gannett Co., Inc., before interest, taxes,
depreciation/amortization;

	 
	 	(h)	 	Return measures (including, but not limited to, return on assets, equity, capital
or investment);

	 
	 	(i)	 	Cash flow return on investments, which equals net cash flows divided by owner’s
equity;

	 
	 	(j)	 	Internal rate of return or increase in net present value;

	 
	 	(k)	 	Dividend payments;

	 
	 	(l)	 	Gross revenues;

	 
	 	(m)	 	Gross margins;

	 
	 	(n)	 	Operating measures such as trends in digital metrics, circulation, television
ratings and advertising measures;

	 
	 	(o)	 	Internal measures such as achieving a diverse workforce;

	 
	 	(p)	 	Share price (including, but not limited to, growth measures and total shareholder
return) and market value;

	 
	 	(q)	 	Debt (including, but not limited to, measures such as debt (book value or face
value) outstanding and debt to earnings before interest, taxes, depreciation and
amortization); and

	 
	 	(r)	 	Any of the above measures compared to peer or other companies.






Performance measures may be set either at the consolidated level, segment level, division level,
group level, or the business unit level. Additionally, performance measures may be measured either
annually or cumulatively over a period of years, on an absolute basis or relative to
pre-established targets, to a previous year’s results or to a designated comparison group, in each
case as specified by the Committee.



Unless the committee specifies otherwise at the time the performance goals are established, (and
the Committee may at such time decide to limit the “Extraordinary Items” for which it will make
adjustments, or decide to not make adjustments for any “Extraordinary Items”), the Committee shall
adjust a performance goal established under a performance measure set forth above to take into
account the effects of “Extraordinary Items.” “Extraordinary Items” means (1) items presented as
such (or other comparable terms) on the Company’s audited financial statements, (2) unusual,
special or nonrecurring charges, costs, credits or items of gain or loss (including, without
limitation, an unbudgeted material expense incurred by or at the direction of the Board of
Directors or a committee of the Board or a material litigation judgment or settlement), (3) changes
in tax or accounting laws or rules, and/or (4) the effects of mergers, acquisitions, divestitures,
spin-offs or significant transactions (including, without limitation, a corporate merger,
consolidation, acquisition of property or stock, reorganization, restructuring charge, or joint
venture), each of which are identified in the quarterly and/or annual audited financial statements
and notes thereto or in the “management’s discussion and analysis” of the financial statements in a
period report filed with the Securities and Exchange Commission under the Exchange Act. The
Committee shall make such adjustments to the performance goals as shall be equitable and
appropriate in order to make the goals, as nearly as practicable, equivalent to the goal
immediately prior to such transaction or event.



Article 11. Beneficiary Designation




The Committee may permit Participants under the Plan to name, from time to time, any beneficiary or
beneficiaries (who may be named contingently or successively) to whom any benefit under the Plan is
to be paid in case of his or her death before he or she receives any or all of such benefit. Each
such designation shall revoke all prior designations by the same Participant, shall be in a form
prescribed by the Company, and will be effective only when filed by the Participant in writing with
the Company during the Participant’s lifetime. If a beneficiary designation has not been made, or
the beneficiary was not properly designated (in the sole discretion of the Committee), has died


 


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or cannot be found, all payments after death shall be paid to the Participant’s estate. In case of
disputes over the proper beneficiary, the Company reserves the right to make any or all payments to
the Participant’s estate.



Article 12. Deferrals




Subject to the requirements of Section 409A, the Committee may permit or require a Participant to
defer such Participant’s receipt of the payment of cash or the delivery of Shares that would
otherwise be due to such Participant by virtue of the lapse or waiver of restrictions with respect
to Restricted Stock, payment of a Stock Award or the satisfaction of any requirements or goals with
respect to Restricted Stock Units, Performance Units/Shares and Cash-Based Awards. If any such
deferral election is required or permitted, the Committee shall, in its sole discretion, establish
rules and procedures for such payment deferrals provided that such rules must comply with the
requirements of Section 409A.



Article 13. Rights of Employees/Directors





13.1 Employment. Nothing in the Plan shall confer upon any Participant any right to continue
in the Company’s employ, or as a Director, or interfere with or limit in any way the right of
the Company to terminate any Participant’s employment or directorship at any time.




13.2 Participation. No Employee or Director shall have the right to be selected to receive an
Award under this Plan, or, having been so selected, to be selected to receive a future Award.




13.3 Rights as a Stockholder. Except as provided in Sections 8.5, 8.6 and 9.5, a Participant
shall have none of the rights of a shareholder with respect to shares of Common Stock covered
by any Award until the Participant becomes the record holder of such shares.



Article 14. Termination of Employment/Directorship




Each Participant’s Award Agreement shall set forth the extent to which the Participant shall have
the right to such Participant’s outstanding Award(s) following termination of the Participant’s
employment or directorship with the Company. Such provisions shall be determined in the sole
discretion of the Committee, shall be included in the Award Agreements entered into with each
Participant, need not be uniform among all Awards issued pursuant to the Plan, and may reflect
distinctions based on the reasons for termination.



Article 15. Change in Control





15.1 Treatment of Outstanding Awards Other than Cash-Based Awards. In the event of a Change in
Control, unless otherwise specifically prohibited under applicable laws, or by the rules and
regulations of any governing governmental agencies or national securities exchanges, or unless
the Committee specifies otherwise in the Award Agreement:




	 	(a)	 	Any and all Options and SARs granted hereunder shall become fully exercisable
during their remaining term; and







	 	(b)	 	Any restriction periods and restrictions imposed on Restricted Stock that are not
performance-based shall lapse; and







	 	(c)	 	The target payout opportunities attainable under all outstanding Awards of
performance-based Restricted Stock, Performance Units and Performance Shares shall be
deemed to have been fully earned for the entire Performance
Period(s) as of the effective date of the Change in Control. The vesting of all such
Awards denominated in Shares shall be accelerated as of the effective date of the Change
in Control and shall be paid out to Participants within thirty (30) days following the
effective date of the Change in Control, based upon an assumed achievement of all
relevant target performance goals (such payment shall be in full satisfaction of the
Award). Such Awards denominated in cash shall be paid to Participants in cash within
thirty (30) days following the effective date of the Change in Control, based on an
assumed achievement of all relevant target performance goals (such payment shall be in
full satisfaction of the Award). Restricted Stock Units shall be fully vested as of the
effective date of the Change in Control, and the full value of such an Award shall be
paid out to Participants within thirty (30) days following the effective date of the
Change in Control. Notwithstanding the foregoing, this provision shall only apply to a
Section 409A Award if the Change in Control also constitutes a change in ownership or
effective control of the





 


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Company or a change in the ownership of a substantial portion of the assets of the
Company within the meaning of Section 409A.






15.2 Treatment of Cash-Based Awards. In the event of a Change in Control, unless otherwise
specifically prohibited under applicable laws, or by the rules and regulations of any
governing governmental agencies or national securities exchanges, or unless the Committee
shall provide otherwise in the Award Agreement or resolutions adopted by the Committee
relating to such Award, the vesting of all outstanding Cash-Based Awards shall be accelerated
as of the effective date of the Change in Control (and, in the case of performance-based
Cash-Based Awards, based on an assumed achievement of all relevant target performance goals)
and all Cash-Based Awards shall be paid to Participants in cash within thirty (30) days
following the effective date of the Change in Control (such payment shall be in full
satisfaction of the Award). Notwithstanding the foregoing, this provision shall only apply to
a Section 409A Award if the Change in Control also constitutes a change in ownership or
effective control of the Company or a change in the ownership of a substantial portion of the
assets of the Company within the meaning of Section 409A.




15.3 Limitation on Acceleration.




	 	(a)	 	Intention of Section 15.3: The acceleration or payment of Awards could, in certain
circumstances, subject the Participant to the excise tax provided under Section 4999 of
the Code. It is the object of this Section 15.3 to enable each Participant to retain in
full the benefits of the Plan and to provide for the maximum after-tax income to each
Participant. Accordingly, the Company will determine, before any payments are made on
Awards governed by Section 15.1, which of two alternative forms of acceleration will
maximize the Participant’s after-tax proceeds, and must notify the Participant in writing
of its determination. The first alternative is the payment in full of all Awards governed
by Section 15.1 and any other payments or benefits potentially subject to the excise tax
under Section 4999. The second alternative is the payment of only a part of the
Participant’s Awards (but taking into account any other payments or benefits potentially
subject to the excise tax under Section 4999) so that the Participant receives the
largest payment and benefits possible without causing an excise tax to be payable by the
Participant under Section 4999 of the Code. This second alternative is referred to in
this Section as “Limited Vesting”.







	 	(b)	 	Limitation on Participant’s Rights: The Participant’s Awards shall be paid only to
the extent permitted under the alternative determined by the Company to maximize the
Participant’s after-tax proceeds, and the Participant shall have no rights to any greater
payments on his or her Awards. For purposes of this determination, the Company shall take
into account any rights or benefits the Participant has under another plan or agreement.







	 	(c)	 	Determination to be Conclusive: The determination of whether Limited Vesting is
required and the application of the rules in Section 15.4 shall initially be made by the
Company in its sole discretion and any such determination shall be conclusive and binding
on the Participant unless the Participant proves that it is clearly erroneous. In the
latter event, such determination shall be made by the Company in its sole discretion.







	 	(d)	 	Section 409A Awards: This Section 15.3 and Section 15.4 shall not apply to or
affect a Section 409A Award, including without limitation the payment, vesting or timing
of payment of a Section 409A Award.





 


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15.4 Limitation on Payment. Notwithstanding Section 15.1, if Limited Vesting applies then the
amount paid on exercise or payment of an Award shall not exceed the largest amount that can be
paid without causing an excise tax to be payable by the Participant under Section 4999 of the
Code. If payments are so limited, awards shall be deemed paid in the following order:




	 	(a)	 	all Options or SARs that were accelerated pursuant to Section 15.1(a) shall be
deemed paid first;







	 	(b)	 	all awards of Performance Units, Performance Shares and performance-based
Restricted Stock and Cash Awards shall then be deemed paid; and







	 	(c)	 	finally, all awards of Restricted Stock and Restricted Stock Units that are not
performance-based shall be deemed paid.







As among awards or portions of awards of the same type, those vesting at the most distant time
in the future (absent a Change in Control) shall be deemed paid first.




15.5 Expenses. The Company shall pay all legal fees, court costs, fees of experts and other
costs and expenses when incurred by a Participant in connection with any actual, threatened or
contemplated litigation or legal, administrative or other proceeding involving the provisions
of Section 15.4, whether or not initiated by the Participant.




The reimbursements of such expenses and costs shall comply with the requirements of
Section 409A, which generally require (i) that the amount of expenses and costs eligible for
reimbursement during a calendar year may not affect the expenses and costs eligible for
reimbursement in any other taxable year; (ii) the reimbursement of an eligible expense or cost
is made on or before the last day of the calendar year following the calendar year in which
the expense or cost was incurred; and (iii) the right to reimbursement is not subject to
liquidation or exchange for another benefit.




15.6 Termination, Amendment, and Modifications of Change-in-Control Provisions.
Notwithstanding any other provision of this Plan or any Award Agreement provision, the
provisions of this Article 15 may not be terminated, amended, or modified on or after the date
of a Change in Control to affect adversely any Award theretofore granted under the Plan and
any rights or benefits provided to a Participant pursuant to this Article 15 without the prior
written consent of the Participant with respect to said Participant’s outstanding Awards;
provided, however, the Committee may terminate, amend, or modify this Article 15 at any time
and from time to time prior to the date of a Change in Control.



Article 16. Amendment, Modification, Termination and Tax Compliance




16.1 Amendment, Modification, and Termination. Subject to the terms of the Plan, the Committee
or the Board may at any time and from time to time, alter, amend, suspend, or terminate the
Plan in whole or in part.




16.2 Awards Previously Granted. Notwithstanding any other provision of the Plan to the
contrary, no termination, amendment, or modification of the Plan shall adversely affect in any
material way any Award previously granted under the Plan, without the written consent of the
Participant holding such Award; provided that no consent is required for any amendment the
Committee deems necessary or appropriate to comply with applicable legal or tax requirements.




16.3 Shareholder Approval Required for Certain Amendments. Shareholder approval will be
required for any amendment of the Plan that does any of the following: (a) permits the grant
of any Option with an Option Price less than the Fair Market Value of the Shares on the date
of grant; (b) reduces the Option Price of an outstanding Option, either by lowering the Option
Price or by canceling an outstanding Option and granting a replacement Option with a lower
exercise price; (c) permits the grant of any SAR with a grant price that is less than the Fair
Market Value of the Shares on the date of grant; or (d) reduces the grant price of an
outstanding SAR, either by lowering the grant price or by canceling an outstanding SAR and
granting a replacement SAR with a lower exercise price.



16.4 Compliance with Code Section 162(m). At all times when Code Section 162(m) is applicable,
if and to the extent the Committee so determines, Awards granted under this Plan to Employees
who are or could reasonably become Covered Employees as determined by the Committee shall
comply with the requirements of the Performance-Based Exception. Generally, this requires that
the amount paid under such an Award be determined based on the attainment of written,
objective performance goals approved by the Committee for a performance period established by
the Committee (i) while the outcome for that performance period is



 


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substantially uncertain and (ii) no more than 90 days after the commencement of the
performance period to which the performance goal relates or, if less, the number of days which
is equal to 25 percent of the relevant performance period. The Committee shall determine
whether, with respect to a performance period, the applicable performance goals have been met
with respect to a given Participant and, if they have, shall so certify and ascertain the
amount of the applicable Award. No amount will be paid for such performance period until such
certification is made by the Committee. The amount actually paid to a given Participant may be
less than (but not more than) the amount determined under the applicable performance formula,
at the discretion of the Committee.




16.5 Compliance with Section 409A. It is intended that Awards under this Plan are either
exempt from Section 409A or are structured to comply with the requirements of Section 409A.
The Plan shall be administered and interpreted in accordance with that intent. By way of
example, the following rules shall apply:




	 	•	 	Any provision of the Plan that would conflict with the requirements of a
Section 409A Award shall not apply to a Section 409A Award.







	 	•	 	Any adjustment or modification to an Award shall be made in compliance with
Section 409A (e.g., any adjustment to an Option or SAR under Section 4.2 shall be made
in accordance with the requirements of Section 409A).







	 	•	 	For Section 409A Awards, all rights to amend, terminate or modify the Plan or any
Award are subject to the requirements and limitations of Section 409A.







	 	•	 	For Section 409A Awards, any payment or distribution that is triggered upon
termination or cessation of employment or a comparable event shall be interpreted
consistent with the definition of “separation from service” within the meaning of
Treasury Regulation Section 1.409A-1(h).







	 	•	 	With respect to amounts payable under a Section 409A Award, in the event that a
Participant is a “specified employee” as defined in Section 409A, any amount that is
payable in connection with the Participant’s separation from service shall not be paid
prior to the date which is six months after the date the Participant separates from
service (or, if earlier, the date the Participant dies). A Participant who is subject to
the restriction described in the previous sentence shall be paid on the first day of the
seventh month after the Participant’s separation from service an amount equal to the
benefit that the Participant would have received during such six month period absent the
restriction.







While the Company intends for Awards to either be exempt from or in compliance with
Section 409A, neither the Company nor the Committee shall be liable to any person for the tax
consequences of any failure to comply with the requirements of Section 409A or any other tax
consequences relating to Awards under this Plan.



Article 17. Withholding




The
Company shall have the power and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy the Federal statutory minimum, state, and
local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any
taxable event arising as a result of this Plan. The Participant may satisfy, totally or in part,
his obligations pursuant to this Article by electing to have Shares withheld, to redeliver Shares
acquired under an Award, or to deliver previously owned Shares, provided that the election is made
in writing on or prior to (i) the date of exercise, in the case of Options and SAR’s, (ii) the date
of payment, in respect of Stock Awards, Restricted Stock Units, Performance Units, Performance
Shares, or Cash-Based Awards, and (iii) the expiration of the Period of Restriction, in respect of
Restricted Stock. Any election made under this Article shall be irrevocable by the Participant and
may be disapproved by the Committee at any time in its sole discretion. If an election is
disapproved by the Committee, the Participant must satisfy his obligations pursuant to this
paragraph in cash.



Article 18. Successors




All obligations of the Company under the Plan with respect to Awards granted hereunder shall be
binding on any successor to the Company, whether the existence of such successor is the result of a
direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of
the business, stock and/or assets of the Company.


 


- 15 -









 





Article 19. General Provisions





19.1 Gender and Number. Except where otherwise indicated by the context, any masculine term
used herein also shall include the feminine; the plural shall include the singular and the
singular shall include the plural.




19.2 Severability. If any provision of the Plan shall be held illegal or invalid for any
reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the
Plan shall be construed and enforced as if the illegal or invalid provision had not been
included.




19.3 Requirements of Law. The granting of Awards and the issuance of Shares under the Plan
shall be subject to all applicable laws, rules, and regulations, and to such approvals by any
governmental agencies or national securities exchanges as may be required.




19.4 Securities Law Compliance. With respect to Insiders, transactions under this Plan are
intended to comply with all applicable conditions of Rule 16b-3 or its successors under the
Exchange Act, unless determined otherwise by the Board. To the extent any provision of the
Plan or action by the Committee fails to so comply, it shall be deemed null and void, to the
extent permitted by law and deemed advisable by the Board.




19.5 Listing. The Company may use reasonable endeavors to register Shares allotted pursuant to
the exercise of an Option with the United States Securities and Exchange Commission or to
effect compliance with the registration, qualification, and listing requirements of any
national securities laws, stock exchange, or automated quotation system.




19.6 Inability to Obtain Authority. The inability of the Company to obtain authority from any
regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be
necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company
of any liability in respect of the failure to issue or sell such Shares as to which such
requisite authority shall not have been obtained.




19.7 No Additional Rights. Neither the Award nor any benefits arising under this Plan shall
constitute part of an employment contract between the Participant and the Company or any
Subsidiary or Affiliate, and accordingly, subject to Section 16.2, this Plan and the benefits
hereunder may be terminated at any time in the sole and exclusive discretion of the Committee
without giving rise to liability on the part of the Company or any Affiliate for severance
payments.




19.8 Employees Based Outside of the United States. Notwithstanding any provision of the Plan
to the contrary, to comply with provisions of laws in other countries in which the Company,
its Affiliates, and its Subsidiaries operate or have Employees, the Committee, in its sole
discretion, shall have the power and authority to:




	 	(a)	 	Determine which Affiliates and Subsidiaries will be covered by the Plan or relevant
subplans;







	 	(b)	 	Determine which Employees employed outside the United States are eligible to become
Participants in the Plan;







	 	(c)	 	Modify the terms and conditions of any Award granted to Participants who are
employed outside the United States;







	 	(d)	 	Establish subplans, modified exercise procedures, and other terms and procedures to
the extent such actions may be necessary, advisable or convenient, or to the extent
appropriate to provide maximum flexibility for the Participant’s financial planning. Any
subplans and modifications to the Plan terms or procedures established under this
Section 19.8 by the Committee shall be filed with the Plan document as Appendices; and







	 	(e)	 	Take any action, before or after an Award is made, which the Committee deems
advisable to obtain, comply with, or otherwise reflect any necessary governmental
regulatory procedures, exemptions or approvals, as they may affect this Plan, any
subplan, or any Participant.







19.9 Uncertificated Shares. To the extent that the Plan provides for issuance of certificates
to reflect the transfer of Shares, the transfer of such Shares may be effected on a
noncertificated basis, to the extent not prohibited by applicable law or the rules of any
stock exchange.




19.10 Governing Law. The Plan and each Award Agreement shall be governed by the laws of the
State of Delaware, excluding any conflicts or choice of law rule or principle that might
otherwise refer construction or interpretation of the Plan to the substantive law of another
jurisdiction. Unless otherwise provided in the





 


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Award Agreement, recipients of an Award under the Plan are deemed to submit to the exclusive
jurisdiction and venue of the federal or state courts located in the Commonwealth of Virginia,
County of Fairfax, to resolve any and all issues that may arise out of or relate to the Plan
or any related Award Agreement.





 


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