Filed by Bowne Pure Compliance





Exhibit 10.14




GANNETT CO., INC.

AMENDMENT FOR SECTION 409A PLANS




Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury regulations
and other authoritative guidance issued thereunder (“Section 409A”) impose requirements on certain
nonqualified deferred compensation plans or other arrangements that must be satisfied in order to
avoid the imposition of additional taxes on benefits provided under such plans. It is the intent
of Gannett Co., Inc. and its affiliates (the “Company”) to operate and administer each of its
nonqualified deferred compensation plans or other arrangements that is subject to the requirements
of Section 409A (the “Compensation Plans”) in accordance with Section 409A. Accordingly, except
for Paragraph D, the following rules shall apply to benefits under the Company’s Compensation Plans
that are subject to Section 409A; provided that the rules are applicable to such benefits if such
Plans do not otherwise set forth contrary rules to satisfy the requirements of Section 409A.
Paragraph D sets forth a special rule that applies to benefits under nonqualified deferred
compensation plans or other arrangements that are intended to satisfy the “short-term deferral”
rule under Section 409A.




A. Compensation Plans that Provide In-Kind or Reimbursement Benefits



To the extent that Section 409A applies to a Compensation Plan that provides in-kind benefits
or reimburses expenses of eligible participants, the following rules shall apply:




	 	•	 	The amount of expenses eligible for reimbursement, or in-kind benefits provided under
the Compensation Plan, during a calendar year may not affect the expenses eligible for
reimbursement, or in-kind benefits to be provided, in any other taxable year.
Notwithstanding the foregoing, an arrangement providing for the reimbursement of expenses
referred to in Internal Revenue Code Section 105(b) will not be deemed to fail to meet this
requirement solely because the arrangement provides for a limit on the amount of expenses
that may be reimbursed under such arrangement over some or all of the period in which the
reimbursement arrangement remains in effect.






	 	•	 	The reimbursement of an eligible expense under the Compensation Plan shall be made on or
before the last day of the calendar year following the calendar year in which the expense
was incurred. In order to satisfy this reimbursement deadline, the participant must submit
an invoice for a reimbursable expense at least 30 days before the end of the calendar year
next following the calendar year in which such expense was incurred.






	 	•	 	The right to reimbursement or in-kind benefits under the Compensation Plan shall not be
subject to liquidation or exchange for another benefit.






B. Specified Employee



The Company shall determine who is a “specified employee” under Section 409A’s default rules
for making such determinations. In the event a recipient of a benefit is a “specified employee” as
of the date of the employee’s separation from service and paying such benefit before the date that
is six months after the employee’s separation from service would violate Section 409A, such benefit
shall not be paid prior to the date which is six months after the date
of the recipient’s separation from service (or, if earlier, the recipient’s death). A
specified employee who is subject to the restriction described in the previous sentence shall
receive on the first business day of the seventh month after his separation from service an amount
equal to the benefit that he would have received during such six month period absent the
restriction. With respect to in-kind benefits that cannot be provided because of the above rule,
the specified employee may pay for the full cost of such benefits during the six month period, in
which case the Company shall reimburse the specified employee for the cost of such benefits on the
first business day of the seventh month after his separation from service.


 


 









 






C. Section 409A Interpretation Clause



The Company’s Compensation Plans are intended to comply with the requirements of Section 409A
to the extent such rules apply to the Company’s Compensation Plan, and its Compensation Plans shall
be interpreted and administered in accordance with that intent. If any provision of a Compensation
Plan would otherwise conflict with or frustrate this intent, that provision will be interpreted so
as to avoid the conflict.




Consistent with this intent, the following rules of construction shall apply:




	 	•	 	When a Compensation Plan provides that an amount shall be paid “as soon as
administratively practicable”, “as soon as possible”, “as soon as reasonable” after a
specified date or uses a similar formulation to describe the date of payment, the date
of payment shall be made within 45 days after the specified date.






	 	•	 	Unless the context provides otherwise and solely for purposes of benefits that are
intended to be paid in connection with a “separation from service” under Section 409A,
any reference in a Compensation Plan to “termination of employment”, “severance from
employment”, “retirement” or similar term shall mean an event that constitutes a
“separation from service” within the meaning of Section 409A.






D. Short-Term Deferral



Any payment under a nonqualified deferred compensation plan or other arrangement that is
intended to qualify as a “short term deferral” under Section 409A shall be made no later than the
date that is 21/2 months after the end of the calendar year in which the benefit is no longer subject
to a substantial risk of forfeiture. This rule shall only apply to benefits under the Company’s
nonqualified deferred compensation plans and other arrangements that are intended to be exempt from
Section 409A because they qualify as a “short term deferral” under Section 409A.




E. Incorporation by Reference



To the extent applicable and not inconsistent with specific contrary rules set forth in
Compensation Plans that are intended to comply with Section 409A, the rules set forth herein
(except for the rule set forth in Paragraph D which applies to benefits under the Company’s
nonqualified deferred compensation plans and other arrangements that are intended to qualify as
“short term deferrals” under Section 409A) shall apply to the Company’s Compensation Plans.


 


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F. Miscellaneous



Nothing herein shall give any individual a right to a specific benefit under a Compensation
Plan, and the Company reserves the right to amend or terminate any Compensation Plan at any time to
the extent permissible under applicable law.



IN WITNESS WHEREOF, Gannett Co., Inc. has caused this Amendment to be executed by its duly
authorized officer as of December 31, 2008.



	 	 	 	 	 
	 	GANNETT CO., INC.

 	 
	 	By:  	/s/ Roxanne V. Horning
 	 
	 	 	Name:  	Roxanne V. Horning 	 
	 	 	Title:  	Senior Vice President/Human Resources 	 




 


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