Exhibit
10.3


  


Model
2018 TSR Award Agreement


 


AWARD
AGREEMENT


 


PERFORMANCE
SHARES


  


The
Gannett Board of Directors or the Executive Compensation Committee thereof (the “Committee”), as the case may be,
has approved your opportunity to receive Performance Shares (referred to herein as “Performance Shares”) under the
Gannett Co., Inc. 2015 Omnibus Incentive Compensation Plan, as amended, as set forth below.


  


This
Award Agreement and the enclosed Terms and Conditions effective as of January 1, 2018, constitute the formal agreement governing
this award.


  


Please
sign both copies of this Award Agreement to evidence your agreement with the terms hereof. Keep one copy and return the other
to the undersigned.


  


Please
keep the enclosed Terms and Conditions for future reference.


 


 



 





	Employee:	 	Location:
	 	 	 
	Grant
Date:	 	1/1/18
	 	 	 
	Performance
Period Commencement Date:	 	1/1/18
	 	 	 
	Performance
Period End Date:	 	1/1/21
	 	 	 
	Performance
Share Payment Date:	 	On a date specified by the Committee that is within the first 70 days of 2021
	 	 	 
	Target
Number of Performance Shares:	 	_____*





 

*
    The actual number of Performance Shares you may receive will be higher or lower depending on the Company’s performance versus
certain designated companies and your continued employment with the Company, as more fully explained in the enclosed Terms and
Conditions.


 


 






 





	 	 	Gannett Co., Inc.
	 	 	 	 
	 	 	By:
	 	 
	Employee’s
Signature	 	 	David Harmon
	 	 	 	Chief
People Officer









  




    


     


    

 


PERFORMANCE
SHARES


 TERMS
AND CONDITIONS


 Under
the


 Gannett
Co., Inc.





2015
Omnibus Incentive Compensation Plan, as amended


 


These
Terms and Conditions, dated January 1, 2018, govern the right of the employee (the “Employee”) designated in the Award
Agreement dated coincident with these Terms and Conditions to receive Performance Shares (referred to herein as “Performance
Shares”). Generally, the Employee will not receive any Performance Shares unless the specified service and performance requirements
set forth herein are satisfied. The Performance Shares are granted under, and are subject to, the Gannett Co., Inc. (the “Company”)
2015 Omnibus Incentive Compensation Plan, as amended (the “Plan”). Terms used herein that are defined in the Plan
shall have the meaning ascribed to them in the Plan. If there is any inconsistency between these Terms and Conditions and the
terms of the Plan, the Plan’s terms shall supersede and replace the conflicting terms herein.


 


1.       Grant
of Performance Shares. Pursuant to the provisions of (i) the Plan, (ii) the individual Award Agreement governing the grant,
and (iii) these Terms and Conditions, the Employee may be entitled to receive Performance Shares. Each Performance Share that
becomes payable shall entitle the Employee to receive from the Company one share of the Company’s common stock (“Common
Stock”) upon the expiration of the Incentive Period, except as provided in Section 13. The actual number of Performance
Shares an Employee will receive will be calculated in the manner described in these Terms and Conditions, including Exhibit A,
and may be different than the Target Number of Performance Shares set forth in the Award Agreement.


 






     


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2.     
  Incentive Period. Except as otherwise provided in Section 13 below, the Incentive Period in respect of the
Performance Shares shall commence on the Performance Period Commencement Date specified in the Award Agreement and end on the
Performance Period End Date specified in the Award Agreement.


 


3.    
   No Dividend Equivalents. No dividend equivalents shall be paid to the Employee with regard to the
Performance Shares.


 


4.        Delivery
of Shares. The Company shall deliver to the Employee a certificate or certificates, or at the election of the Company
make an appropriate book-entry, for the number of shares of Common Stock equal to the number of Performance Shares that have
been earned based on the Company’s performance during the Incentive Period as set forth in Exhibit A and satisfaction
of the Terms and Conditions set forth herein, which number of shares shall be reduced by the value of all taxes which the
Company is required by law to withhold by reason of such delivery. Except as provided in Sections 13 or 14, such delivery
shall take place on the Performance Share Payment Date. An Employee shall have no further rights with regard to the
Performance Shares once the underlying shares of Common Stock have been delivered.


 


5.  
     Forfeiture and Cancellation of Right to Receive Performance Shares.


 


(a)       Termination
of Employment. Except as provided in Sections 6, 13, and 14, an Employee’s right to receive Performance Shares shall
automatically be cancelled upon the Employee’s termination of employment (as well as an event that results in the Employee’s
employer ceasing to be a subsidiary of the Company) prior to the Performance Period End Date, and in such event the Employee shall
not be entitled to receive any shares of Common Stock in respect thereof.


 






     


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 (b)       Forfeiture
of Performance Shares/Recovery of Common Stock. Performance Shares granted under this Award Agreement are subject to the Company’s
Clawback Policy, dated as of December 9, 2015, which may be amended from time-to-time with retroactive effect. In addition, the
Company may assert any other remedies that may be available to the Company under applicable law.


 


6.       Death,
Disability, Retirement. Except as provided in Sections 13 or 14 below, in the event that the employment of the Employee shall
terminate prior to the Performance Period End Date by reason of death, permanent disability (as determined under the Company’s
Long Term Disability Plan), termination of employment after attaining age 65, or termination of employment after both attaining
age 55 and completing at least 5 years of service, the Employee (or in the case of the Employee’s death, the Employee’s
estate or designated beneficiary) shall be entitled to receive at the Performance Share Payment Date the number of shares of Common
Stock equal to the product of (i) the total number of shares in respect of such Performance Shares which the Employee would have
been entitled to receive upon the expiration of the Incentive Period had the Employee’s employment not terminated, and (ii)
a fraction, the numerator of which shall be the number of full calendar months between the Performance Period Commencement Date
and the date that employment terminated, and the denominator of which shall be the number of full calendar months from the Performance
Period Commencement Date to the Performance Period End Date.


 


7.       Non-Assignability.
Performance Shares may not be transferred, assigned, pledged or hypothecated, whether by operation of law or otherwise, nor may
the Performance Shares be made subject to execution, attachment or similar process.


 






     


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8.       Rights
as a Shareholder. The Employee shall have no rights as a shareholder by reason of the Performance Shares.


 


9.       Discretionary
Plan; Employment. The Plan is discretionary in nature and may be suspended or terminated by the Company at any time. With
respect to the Plan, (a) each grant of Performance Shares is a one-time benefit which does not create any contractual or other
right to receive future grants of Performance Shares, or benefits in lieu of Performance Shares; (b) all determinations with respect
to any such future grants, including, but not limited to, the times when the Performance Shares shall be granted, the number of
Performance Shares, and the Incentive Period, will be at the sole discretion of the Company; (c) the Employee’s participation
in the Plan shall not create a right to further employment with the Employee’s employer and shall not interfere with the
ability of the Employee’s employer to terminate the Employee’s employment relationship at any time with or without
cause; (d) the Employee’s participation in the Plan is voluntary; (e) the Performance Shares are not part of normal and
expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payment, bonuses, long-service
awards, pension or retirement benefits, or similar payments; and (f) the future value of the Performance Shares is unknown and
cannot be predicted with certainty.


 


10.       Effect
of Plan and these Terms and Conditions. The Plan is hereby incorporated by reference into these Terms and Conditions, and
these Terms and Conditions are subject in all respects to the provisions of the Plan, including without limitation the authority
of the Executive Compensation Committee of the Board of Directors of the Company (the “Committee”) in its sole discretion
to make interpretations and other determinations with respect to all matters relating to the applicable Award Agreements, these
Terms and Conditions, the Plan and awards


 






     


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made pursuant thereto. These Terms and Conditions shall apply to the grant of Performance
Shares made to the Employee on the date hereof and shall not apply to any future grants of Performance Shares made to the Employee.


 


11.       Notices.
Notices hereunder shall be in writing and, if to the Company, shall be addressed to the Secretary of the Company at 7950 Jones
Branch Drive, McLean, Virginia 22107, and, if to the Employee, shall be addressed to the Employee at his or her address as it
appears on the Company’s records.


 


12.       Successors
and Assigns. The applicable Award Agreement and these Terms and Conditions shall be binding upon and inure to the benefit
of the successors and assigns of the Company and, to the extent provided in Section 6 hereof, to the estate or designated beneficiary
of the Employee.


 


13.       Change
in Control Provisions.


 


Notwithstanding
anything to the contrary in these Terms and Conditions, the following provisions shall apply to the right of an Employee to receive
Performance Shares under the attached Award Agreement.


 


(a)       Definitions.


 


As
used in Article 15 of the Plan and in these Terms and Conditions, a “Change in Control” shall mean the first to occur
of the following:


 





(i)       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 (A) the
then-outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (B) the combined
voting power of the then-


 






     


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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: (i) any acquisition directly from the Company, (ii) any acquisition by
the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or one
of its affiliates, or (iv) any acquisition pursuant to a transaction that complies with Sections 13(a)(iii)(A), 13(a)(iii)(B)
and 13(a)(iii)(C);


 


(ii)       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;


 


(iii)       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, (A) 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


 






     


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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,
(B) 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 (C) 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


 


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


 


(b)       Acceleration
Provisions. In the event of a Change in Control, the number of Performance Shares payable to an Employee shall be calculated
in accordance with the Change in Control rules set forth in Exhibit A, subject to the vesting rules set forth below.


 






     


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     (i)       
In the event of the occurrence of a Change in Control in which the Performance Shares are not continued or assumed (i.e., the
Performance Shares are not equitably converted into, or substituted for, a right to receive cash and/or equity of a successor
entity or its affiliate), the Performance Shares that have not been cancelled shall become fully vested and shall be paid out
to the Employee as soon as administratively practicable on or following the effective date of the Change in Control (but in no
event later than 30 days after such event), provided that 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 of the Internal Revenue Code of 1986 (the “Code”) and the regulations and guidance issued thereunder
(“Section 409A”), and such payout will not result in additional taxes under Section 409A. Otherwise, in the event
of the occurrence of a Change in Control in which the Performance Shares are not continued or assumed, the vested Performance
Shares shall be paid out at the earlier of the Employee’s termination of employment or the Performance Share Payment Date.


 


     (ii)
      In the event of the occurrence of a Change in Control in which the Performance Shares are continued or assumed (i.e., the Performance
Shares are equitably converted into, or substituted for, a right to receive cash and/or equity of a successor entity or its affiliate),
the Performance Shares shall not vest upon the Change in Control, provided that the Performance Shares that have not vested under
the other provisions of this Award shall become fully vested in the event that the Employee has a “qualifying termination
of employment” within two years following the date of the Change in Control. In the event of the occurrence of a Change
in Control in which the Performance Shares are continued or assumed, vested Performance Shares shall be paid out to the Employee
at the earlier of the Employee’s


 






     


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termination of employment or the Performance Share Payment Date.


 


A
“qualifying termination of employment” shall occur if the Company involuntarily terminates the Employee without “Cause”
or the Employee voluntarily terminates for “Good Reason”. For this purpose, “Cause” shall mean:


 


		●	any
material misappropriation of funds or property of the Company or its affiliate by the Employee;



 


		●	unreasonable
and persistent neglect or refusal by the Employee to perform his or her duties which is demonstrably willful and deliberate on
the Employee’s part, which is committed in bad faith or without reasonable belief that such breach is in the best interests
of the Company and which is not remedied in a reasonable period of time after receipt of written notice from the Company specifying
such breach;



 


		●	conviction
of the Employee of a securities law violation or a felony involving moral turpitude; or



 


		●	the
Employee being found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission to have
violated any Federal or State securities law.



 


For
this purpose, “Good Reason” means the occurrence after a Change in Control of any of the following circumstances without
the Employee’s express written consent, unless such circumstances are fully corrected within 90 days of the Notice of Termination
described below:


 


		●	the
material diminution of the Employee’s duties, authorities or responsibilities from those in effect immediately prior to
the Change in Control;



 


		●	a
material reduction in the Employee’s base salary or target bonus opportunity as in effect on the date immediately prior
to the Change in Control;



 


		●	the
relocation of the Employee’s office from the location at which the Employee is principally employed immediately prior to
the date of the Change in Control to a location 35 or more miles farther from the Employee’s residence immediately prior
to the Change in Control, and recognizing that the Employee shall be expected to travel on the Company’s business to an
extent substantially consistent with the Employee’s business travel obligations prior to the Change in Control; or



 


		●	the
failure by the Company or its affiliate to pay any material compensation or benefits due to the Employee.



 


Any
termination by the Employee for Good Reason shall be communicated by a Notice


 






     


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of Termination that (x) indicates the specific termination
provision in the Award Agreement relied upon, and (y) to the extent applicable, sets forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the Employee’s employment under the provision so indicated.
Such notice must be provided to the Company within ninety (90) days after the event that created the “Good Reason”.


 


(iii)       If
in connection with a Change in Control, the Performance Shares are assumed (i.e., the Performance Shares are equitably converted
into, or substituted for, a right to receive cash and/or equity of a successor entity or its affiliate), the Performance Shares
shall refer to the right to receive such cash and/or equity. An assumption of this Performance Share award must satisfy the following
requirements:


 


		●	The
converted or substituted award must be a right to receive an amount of cash and/or equity that has a value, measured at the time
of such conversion or substitution, that is equal to the value of this Award as of the date of the Change in Control;



 


		●	Any
equity payable in connection with a converted or substituted award must be publicly traded equity securities of the Company, a
successor company or their direct or indirect parent company, and such equity issuable with respect to a converted or substituted
award must be covered by a registration statement filed with the Securities and Exchange Commission that permits the immediate
sale of such shares on a national exchange;



 


		●	The
vesting terms of any converted or substituted award must be substantially identical to the terms of this Award; and



 


		●	The
other terms and conditions of any converted or substituted award must be no less favorable to the Employee than the terms of this
Award are as of the date of the Change in Control (including the provisions that would apply in the event of a subsequent Change
in Control).



 


The
determination of whether the conditions of this Section 13(b)(iii) are satisfied shall be made by the Committee, as constituted
immediately before the Change in Control, in its sole discretion.


 






     


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(c)       
Legal Fees. The Company shall pay all legal fees, court costs, fees of experts and other costs and expenses when incurred
by Employee in connection with any actual, threatened or contemplated litigation or legal, administrative or other proceedings
involving the provisions of this Section 13, whether or not initiated by the Employee. The Company agrees to pay such amounts
within 10 days following the Company’s receipt of an invoice from the Employee, provided that the Employee shall have submitted
an invoice for such amounts at least 30 days before the end of the calendar year next following the calendar year in which such
fees and disbursements were incurred.


 


14.       Employment
or Similar Agreements. The provisions of Sections 1, 4, 5, 6 and 13 of these Terms and Conditions shall not be applied to
or interpreted in a manner which would decrease the rights held by, or the payments owing to, an Employee under an employment
agreement, termination benefits agreement or similar agreement with the Company that pre-exists the Grant Date and contains specific
provisions applying to Plan awards in the case of any change in control or similar event or termination of employment, and if
there is any conflict between the terms of such employment agreement, termination benefits agreement or similar agreement and
the terms of Sections 1, 4, 5, 6 or 13, the employment agreement or termination benefits agreement shall control.


 


15.       Grant
Subject to Applicable Regulatory Approvals. Any grant of Performance Shares under the Plan is specifically conditioned on,
and subject to, any regulatory approvals required in the Employee’s country. These approvals cannot be assured. If necessary
approvals for grant or payment are not obtained, the Performance Shares may be cancelled or rescinded, or they may expire, as
determined by the Company in its sole and absolute discretion.


 






     


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16.       Applicable
Laws and Consent to Jurisdiction. The validity, construction, interpretation and enforceability of this Agreement shall be
determined and governed by the laws of the State of Delaware without giving effect to the principles of conflicts of law. For
the purpose of litigating any dispute that arises under this Agreement, the parties hereby consent to exclusive jurisdiction in
Virginia and agree that such litigation shall be conducted in the courts of Fairfax County, Virginia or the federal courts of
the United States for the Eastern District of Virginia.


 


17.       Compliance
with Section 409A. This Award is intended to comply with the requirements of Section 409A so that no taxes under Section 409A
are triggered, and shall be interpreted and administered in accordance with that intent (e.g., the definition of “termination
of employment” (or similar term used herein) shall have the meaning ascribed to “separation from service” under
Section 409A). If any provision of these Terms and Conditions would otherwise conflict with or frustrate this intent, the provision
shall not apply. Notwithstanding any provision in this Award Agreement to the contrary and solely to the extent required by Section
409A, if the Employee is a “specified employee” within the meaning of Code Section 409A and if delivery of shares
is being made in connection with the Employee’s separation from service other than by reason of the Employee’s death,
delivery of the shares shall be delayed until six months and one day after the Employee’s separation from service with the
Company (or, if earlier than the end of the six-month period, the date of the Employee’s death). The Company shall not be
responsible or liable for the consequences of any failure of the Award to avoid taxation under Section 409A.


 




     


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Exhibit
A


 


Performance
Share Calculation





 








The
number of Performance Shares that the Employee will be entitled to receive if the Employee satisfies the applicable service requirements
will be calculated based on how the Company’s Total Shareholder Return compares to the Total Shareholder Return of the Comparator
Companies during the Incentive Period (i.e., the Company’s Total Shareholder Return will be ranked against the Total Shareholder
Return of the Comparator Companies). Specifically, the Committee shall calculate the number of Performance Shares that may be
paid to the Employee by multiplying the Employee’s Target Number of Performance Shares by the applicable percentage determined
as follows:


  


		1.	Calculate
the Total Shareholder Return for the Company and each of the Comparator Companies from the first day of the Incentive Period to
the applicable measurement date.



 


		2.	Calculate
the percentile ranking of each Comparator Company (excluding the Company) based on its Total Shareholder Return during the applicable
measurement period;



 


		3.	Determine
the Company’s percentile ranking based on its Total Shareholder Return and the percentile rankings of the Comparator Companies
with Total Shareholder Returns immediately above and below the Company using straight line interpolation; and



 


		4.	Calculate
the Resulting Shares Earned percentage based on the Company’s percentile ranking and the below chart using straight line
interpolation. The Resulting Shares Earned percentage is the applicable percentage used to determine the number of Performance
Shares that have been earned.



  


	Company’s
    Percentile in 3-Year TSR vs. Comparator Companies	Resulting Shares Earned (% of

                                                                                Target)
	Value
    of Each Share Earned
	90th
    or above	200%	Each
    share earned is also impacted by share price change during the cycle
	70th	150%
	50th	100%
	25th	50%
	<25th	0%
	Straight-line
    interpolation between points


  


For
purposes of calculating the payout, the Company’s performance versus the Comparator Companies will be based on the average
payout that would be made based on the Company’s cumulative Total Shareholder Return relative to the Comparator Companies
at the end of each of the last 4 quarters of the Incentive Period.


 






     


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Other
Rules:


 


1.      
 In the event that the price of a share of the Company’s Common Stock on the Performance Share Payment Date is
more than 300% of the price of a share of the Company’s Common Stock on the Performance Period Commencement Date, the
number of shares delivered under the Award will be reduced so the value of the Award does not exceed 300% of the price of a
share of the Company’s Common Stock on the Performance Period Commencement Date multiplied by the number of Performance
Shares earned. For example, if (i) the Company’s share price is $10 on the Performance Period Commencement Date, (ii)
the Employee’s Target Number of Shares is 100, (iii) the Employee earns 100% of the Target Number of Shares (or 100
shares), and (iv) the value of such shares on the Performance Share Payment Date is $50, the number of the shares will be
reduced because the value of the shares on the Performance Share Payment Date exceeds 300% of the value of the shares on the
Performance Period Commencement Date. Specifically, the award to the Employee would be reduced to 60 shares (i.e., (100
shares x (300% x $10)/$50)).


 


2.        Comparator
Companies that are involved in bankruptcy proceedings (and thus no longer traded on a national securities exchange) during the
Incentive Period will remain in the group at -100% Total Shareholder Return.


 


3.        The
following rules shall apply to Comparator Companies during the Incentive Period:


 


(a)       If
a Comparator Company enters into or becomes subject to a definitive agreement to be acquired (whether by acquisition, merger,
tender offer or otherwise) on or before the last day of the second year of the Incentive Period, the Comparator Company will be
eliminated from the Total Shareholder Return calculations for the entire period. If, however, such an agreement is rescinded,
revoked or abandoned by the end of the second year of the Incentive Period and no new agreement is entered into by the end of
the second year, the Comparator Company will be taken into account unless it is subject to another rule set forth below.


 


(b)       If
a Comparator Company is subject to a public announcement of a takeover attempt or enters into or is subject to a definitive agreement
to be acquired in the third year of the Incentive Period, the Comparator Company will be fixed above or below Gannett using 30-trading
day average prices for both companies up to the day before the announcement of the takeover attempt or definitive agreement. If
fixed above Gannett, such Comparator Company will be placed at the top of the rankings of Comparator Companies, and if fixed below
Gannett, such Comparator Company will be placed at the bottom of the rankings of Comparator Companies.


 


(c)       If
a Comparator Company enters into or is subject to a definitive agreement to be acquired by Gannett or one of its subsidiaries,
it will be eliminated from the Total Shareholder Return calculations for the entire measurement period.


 


Definitions:


  


“Total
Shareholder Return” means a fraction whose numerator is the stock price change plus dividends paid on such stock (which
are assumed to be reinvested in the stock) and whose 


 






     


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denominator is the stock price on the Performance Period Commencement Date.


 


“Comparator
Companies” means:


  


	A.H.
    Belo Corp. 	Entercom
    Communications Corp.	Graham
    Holdings Co.
	Harte
    Hanks, Inc.	IAC/Interactivecorp	Lee
    Enterprises, Inc.
	McClatchy
    Co. – CL A	Meredith
    Corp.	New
    Media Investment Group
	New
    York Times Co. – CL A	News
    Corp.	Nexstar
    Media Group
	Pandora
    Media, Inc.	TEGNA
    Inc.	Time,
    Inc.
	Townsquare
    Media, Inc.	Tronc,
    Inc.	Wiley
    (John) & Sons – CL A
	Yelp,
    Inc.	 	 


  


The
Committee, in its sole discretion, is responsible for making the above calculations.


 


Change
In Control


 


In
the event of a Change in Control to the Company and provided that the Employee’s right to receive Performance Shares has
not previously been cancelled, the number of Performance Shares an Employee may be paid will be calculated based on the Company’s
relative Total Shareholder Return positioning on the date of the Change in Control and there will be no four quarter averaging.
Notwithstanding the foregoing, if the Change in Control occurs in the first twelve (12) months of the Incentive Period, the Employee
will, instead, receive the Target Number of Performance Shares as set forth in the Employee’s Award Agreement; provided
that the Employee’s right to receive Performance Shares has not previously been cancelled.


 


Code
Section 162(m)


 


This
Award is intended to comply with the requirements of Internal Revenue Code Section 162(m) and the provisions of this Award shall
be interpreted and administered consistently with that intent. In that light, the following rules shall apply to the award:


 


		(a)	To
the extent permitted by Code Section 162(m) and the Plan, the Committee shall have the authority to adjust the number of Performance
Shares that are payable under the Award Agreement, adjust the Total Shareholder Return calculations or alter the methodology for
calculating the number of Performance Shares to take into account the effects of a stock split, reverse stock split, stock dividend,
spin-off, reorganization, recapitalization or similar transaction.



 


		(b)	The
aggregate grant with respect to awards of Performance Shares or Restricted Stock Units made in any one fiscal year to any one
participant under the Plan may not exceed the value of five hundred thousand (500,000) Shares.



 


		(c)	Before
any Performance Shares are paid to the Employee, the Committee will certify, in writing, the Company’s satisfaction of the
pre-established performance target and the number of Performance Shares payable to the Employee.



  


Jan.
2018