Filed by Bowne Pure Compliance





Exhibit 10.6.6




STOCK UNITS

TERMS AND CONDITIONS

Under the

Gannett Co., Inc.

2001 Omnibus Incentive Compensation Plan




These Terms and Conditions, dated                     , govern the grant of Performance Shares
(referred to herein as “Stock Units”) under the 2001 Omnibus Incentive Compensation Plan (the
“Plan”) to Gannett employees, as set forth below.



1. Grant of Stock Units. Pursuant to the provisions of (i) the Plan, (ii) the
individual Letter Agreements governing each grant, and (iii) these Terms and Conditions, the
Company has granted to the Employee the number of Stock Units set forth on the applicable Letter
Agreement. Each Stock Unit 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, as defined
below.



2. Incentive Period. Except as otherwise provided in Section 13 below, the Incentive
Period in respect of the Stock Units shall commence on the Stock Unit Commencement Date specified
in the Letter Agreement and end on the Stock Unit Expiration Date specified in the Letter
Agreement.



3. No Dividend Equivalents. No dividend equivalents shall be paid to the Employee
with regard to the Stock Units.



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 Stock Units upon the Stock Unit Expiration Date,
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. An Employee shall have no further
rights with regard to the Stock Units once the underlying shares of Common Stock have been
delivered.


 


 









 





5. Cancellation of Stock Units. Except as provided in Sections 6, 13 and 14 below all
Stock Units granted to the Employee shall automatically be cancelled upon termination of the
Employee’s employment with the Company or any of its subsidiaries (as well as an event that results
in the Employee’s employer ceasing to be a subsidiary of the Company) prior to the Stock Unit
Expiration Date, and in such event the Employee shall not be entitled to receive any shares of
Common Stock in respect thereof.



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 Stock Unit Expiration
Date by reason of death, permanent disability (as determined under the Company’s Long Term
Disability Plan) or retirement at or after age 65 or early retirement at or after age 55 in
accordance with the Company’s policies (i.e., the Employee’s termination of employment occurs when
the Employee is at least age 55 and has at least 5 years of service), the Employee shall be
entitled to receive at the time of the Employee’s termination of employment the number of shares of
Common Stock equal to the product of (i) the total number of shares in respect of such Stock Units
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 Stock Unit Commencement Date and the date that
employment terminated, and the denominator of which shall be the number of full calendar months
from the Stock Unit Commencement Date to the Stock Unit Expiration Date.



Notwithstanding the foregoing and solely to the extent required by Section 409A of the
Internal Revenue Code of 1986, as amended (the “Code”), if the Employee is a “specified employee”
(within the meaning of Code Section 409A and the regulations and guidance issued thereunder
(“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).


 


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



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



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
Stock Units is a one-time benefit which does not create any contractual or other right to receive
future grants of Stock Units, or benefits in lieu of Stock Units; (b) all determinations with
respect to any such future grants, including, but not limited to, the times when the Stock Units
shall be granted, the number of Stock Units, 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 Stock Units 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 Stock Units is unknown
and cannot be predicted with certainty.


 


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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 Company (the “Committee”) in its sole discretion to adjust awards and
to make interpretations and other determinations with respect to all matters relating to the
applicable Letter Agreements, these Terms and Conditions, the Plan and awards made pursuant
thereto. These Terms and Conditions shall apply to grants of Stock Units made to the Employee from
the date hereof until such time as revised Terms and Conditions are effective.



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 Letter 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 Sections 6 and 7 hereof, to the heirs, legatees and personal
representatives of the Employee.


 


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13. Change in Control Provisions.



Notwithstanding anything to the contrary in these Terms and Conditions, the following
provisions shall apply to all Stock Units granted under the attached Letter 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-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;


 


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(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 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.



 


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(b) Acceleration Provisions. In the event of the occurrence of a Change in Control,
the vesting of the Stock Units shall be accelerated and, if such Change in Control constitutes a
“change in control event” within the meaning of Section 409A of the Code, there shall be paid out
to the Employee within thirty (30) days following the effective date of the Change in Control, the
full number of shares of Common Stock subject to the Stock Units. In the event of the occurrence
of a Change in Control that is not a “change in control event” within the meaning of Section 409A
of the Code, the vesting of the Stock Units shall be accelerated and the Stock Units shall be paid
out at the earlier of the Employee’s termination of employment (subject to the six month delay for
specified employees set forth in Section 6, if applicable) or the Stock Unit Expiration Date.



(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 Agreements. The provisions of Sections 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 with the Company that
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 and the terms of Sections 5, 6 or 13, the employment agreement shall control.


 


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15. Grant Subject to Applicable Regulatory Approvals. Any grant of Stock Units 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 Stock Units may be cancelled or rescinded, or they may expire, as
determined by the Company in its sole and absolute discretion.



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, and shall be interpreted and administered in accordance with that
intent (e.g., the definition of “termination of employment” shall have the meaning ascribed to
“separation from service” under Section 409A and the regulations and guidance issued thereunder).
If any provision of these Terms and Conditions would otherwise conflict with or frustrate this
intent, the provision shall not apply.





 


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