exv10w11



 



Exhibit 10-11


18 October 2000



GANNETT CO., INC.






THE RULES OF THE SAVINGS RELATED SHARE OPTION SCHEME FOR EMPLOYEES OF GANNETT

U.K. LIMITED AND ITS SUBSIDIARIES


EMPLOYEE SHARESAVE SCHEME 20 00






Adopted by the Company on 19 October 1999


Received formal approval under Schedule 9 to the Income and Corporation

Taxes Act 1988 by the Board of Inland Revenue

on 9 November 1999 under reference SRS2416


PricewaterhouseCoopers

Plumtree Court

London

EC4A 4HT



 






 





GANNETT CO., INC.



EMPLOYEE SHARESAVE SCHEME 2000



CONTENTS




	 	 	 	 	 
	 	 	 	 	RULE
	1	 	
INTERPRETATION AND CONSTRUCTION	 	 
	 	 	 	 	 
	 	 	
Definitions
	 	(a)
	 	 	
Construction
	 	(b) to (c)
	 	 	 	 	 
	2	 	
SHARES OF COMMON STOCK	 	 
	 	 	 	 	 
	 	 	
Availability of authorised share capital
	 	(a)
	 	 	
Variation of share capital and adjustment of options
	 	(b)
	 	 	 	 	 
	3	 	
APPLICATIONS FOR OPTIONS	 	 
	 	 	 	 	 
	4	 	
GRANT OF OPTIONS	 	 
	 	 	 	 	 
	 	 	
Contributions under the savings contract
	 	(a)
	 	 	
Timing of grant
	 	(b)
	 	 	
Grant of options
	 	(c) to (e)
	 	 	
Option certificates
	 	(f)
	 	 	
Restrictions on grant of options
	 	(g)
	 	 	
Options only to be granted to employees and directors
	 	(h)
	 	 	
Life of the scheme
	 	(i)
	 	 	 	 	 
	5	 	
NON-TRANSFERABILITY OF OPTIONS	 	 
	 	 	 	 	 
	6	 	
RIGHTS TO EXERCISE OPTIONS	 	 
	 	 	 	 	 
	 	 	
General
	 	(a)
	 	 	
Death
	 	(b)
	 	 	
Cessation of employment in special circumstances
	 	(c) and (d)
	 	 	
Cessation of employment after three years
	 	(e)
	 	 	
Reaching relevant age
	 	(f)
	 	 	
Termination of savings contract
	 	(g)
	 	 	
Bankruptcy
	 	(h)
	 	 	
Conditions to be satisfied at time of exercise
	 	(i)
	 	 	
Exercise to be limited to repayment proceeds
	 	(j)
	 	 	 	 	 
	7	 	
LOSS OF OFFICE OR EMPLOYMENT	 	 



 






 




	 	 	 	 	 
	8	 	
TAKEOVERS, RECONSTRUCTION, AMALGAMATION & WINDING UP OF COMPANY
	 	 	 	 	 
	 	 	
General offer for Company
	 	(a)
	 	 	
Winding up of Company
	 	(b)
	 	 	
Shares subject to Options ceasing to be Scheme Shares
	 	(c)
	 	 	
Meaning of “obtains Control of the Company”
	 	(d)
	 	 	
Notification of Option-holders
	 	(e)
	 	 	 	 	 
	9	 	
EXCHANGE OF OPTIONS ON TAKEOVER OF COMPANY	 	 
	 	 	 	 	 
	 	 	
Exchange of Options
	 	(a)
	 	 	
Meaning of “equivalent”
	 	(b)
	 	 	
Date of grant of New Option
	 	(c)
	 	 	
Application of Scheme to New Option
	 	(d)
	 	 	 	 	 
	10	 	
EXERCISE OF OPTIONS	 	 
	 	 	 	 	 
	 	 	
Procedures on exercise
	 	(a) and (b)
	 	 	
Rights attaching to Scheme Shares
	 	(c)
	 	 	 	 	 
	11	 	
SCHEME AMENDMENTS AND TERMINATION	 	 
	 	 	 	 	 
	 	 	
Amendments
	 	(a) to (f)
	 	 	
Termination
	 	(g)
	 	 	 	 	 
	12	 	
ADMINISTRATION	 	 
	 	 	 	 	 
	 	 	
Notice and documents
	 	(a) to (c)
	 	 	
Disputes
	 	(d)
	 	 	
Costs of the scheme
	 	(e)
	 	 	
Governing law
	 	(f)



 






 



GANNETT CO., INC.



EMPLOYEE SHARESAVE SCHEME 2000



RULES




	 	 	 
	1.	 	
INTERPRETATION AND CONSTRUCTION
	 	 	 
	
Definitions
	 	 	 
	(a)	 	
In the Rules of this Scheme unless the context otherwise requires the
following words and expressions shall have the following meanings:




	 	 	 
	“Acquiring Company”	 	Any company which:




	 	(a)	 	has obtained Control of the
Company either:




	 	(i)	 	as a result of making a
Takeover Offer; or
	 
	 	(ii)	 	in pursuance of a
Compromise; or




	 	(b)	 	becomes bound or entitled to
acquire Scheme Shares on the terms
of an offer contained in Section
429 Notice(s);




	 	 	 
	“Acquisition Price”	 	
The amount payable in relation to the exercise of an
Option, being the amount (after any adjustment pursuant to Rule
2(b)) of the Option Price multiplied by the number of Scheme Shares
in respect of which the Option is exercised;
	 	 	 
	“Acting in Concert”	 	
The meaning given to that expression in the City
Code on Takeovers and Mergers in its present form
or as amended from time to time;
	 	 	 
	the “Act”	 	
The Income and Corporation Taxes Act 1988;
	 	 	 
	“Adoption Date”	 	
The date on which this Scheme is adopted by the
Company;



 






 




	 	 	 
	” Approval Date”	 	
The date on which this Scheme is approved by the
Inland Revenue under Schedule 9 to ICTA 1988.
	 	 	 
	“Associated Company”	 	
Associated Company as defined in Section 187(2) of
the Act;
	 	 	 
	“Bonus”	 	
Any sum payable by way of terminal bonus under a
Savings Contract, being the additional payment made
by the Savings Authority when repaying
contributions made under a completed Savings
Contract;
	 	 	 
	“Bonus Date”	 	
In relation to any Employee’s Savings Contract the
earliest date on which a Bonus is due;
	 	 	 
	“Committee”	 	
A committee appointed by the board of directors of
Gannett U.K. Limited;
	 	 	 
	the “Companies Act”	 	
The Companies Act 1985;
	 	 	 
	the “Company”	 	
Gannett Co., Inc;
	 	 	 
	“Control”	 	
Control as defined in section 840 of
the Act;
	 	 	 
	“Date of Announcement”	 	
In respect of any Option grant, the date on which
an announcement is made by the Committee pursuant
to Rule 3(a);
	 	 	 
	“Date of Grant”	 	
The date on which an Option is granted to an
Eligible Employee, which shall be the date
specified on the Option Agreement;
	 	 	 
	“Dealing Day”	 	
A day on which transactions take place on the New
York Stock Exchange ;
	 	 	 
	“Eligibility Date”	 	
In respect of any Option grant, the date determined
by the Executive Compensation Committee which in no
circumstances shall be more than two years prior to
the Date of Grant for that Option.
	 	 	 
	“Eligible Employee”	 	
With respect to an Option grant, any person who:




	 	(a)	 	is not prohibited from
participating in this Scheme by
reason of the



 






 





	 	 	 	provisions of paragraph 8 of
Schedule 9 to the Act and who:




	 	(i)	 	is an employee or director
(other than a non-executive
director) of a Group
Company; and
	 
	 	(ii)	 	if a director, is
contracted to work at least
25 hours a week (exclusive
of meal breaks) for a Group
Company; and
 

who in either case:




	 	(aa)	 	is chargeable to tax
in respect of his
office or employment
under Case I of
Schedule E; and
	 
	 	(ab)	 	was employed by a
Group Company on the
Eligibility Date for
that Option grant; or




	 	(b)	 	is any other director or employee
of a Group Company who is not
prohibited from participating by
reason of paragraph 8 of Schedule 9
and, in the case of a director, who
satisfies (a)(ii) above, whom the
Committee in their sole discretion
approve;




	 	 	 
	“Employees’ Share Scheme”	 	
An employees’ share scheme as defined in
section 743 of the Companies Act;



 






 




	 	 	 
	“Executive Compensation
Committee”	 	
The Executive Compensation Committee of the Company or a
committee of persons appointed thereby;
	 	 	 
	“Exercise Period”	 	
Any period during which Options may be exercised as set
out in Rules 6(a) to 6(f) and Rule 8;
	 	 	 
	“Group”	 	
Gannett Co., Inc, and its Subsidiaries from time to time
and the expression “member of the Group” shall be
construed accordingly;
	 	 	 
	“Group Company”	 	
A Subsidiary over which Gannett U.K. Limited has Control
and which has been nominated by the Committee to
participate for the time being in this Scheme;
	 	 	 
	“ICTA 1988”	 	
The Income and Corporation Taxes Act 1998;
	 	 	 
	“Market Value”	 	
In the case of Options granted under this Scheme, means:




	 	(a)	 	If at the relevant time shares
which are of the same class as
Scheme Shares are listed on the New
York Stock Exchange the closing
price of a Scheme Share as
reflected in the consolidated
trading tables of the Wall Street
Journal or any other publication
selected by the Committee on the
Dealing Day immediately preceding
the Date of Announcement;
	 
	 	(b)	 	if paragraph (a) above does
not apply, the market value of a
Scheme Share determined in
accordance with Part VIII of the
taxation of Chargeable Gains Act
1992, and agreed in advance with
the Inland Revenue Shares Valuation
Division, on the Date of
Announcement or such earlier date
or dates as may be agreed with the
Board of Inland Revenue;




	 	 	 
	 	 	
and in any case divided by the United
Kingdom Sterling Exchange Rate ;



 






 




	 	 	 
	“Normal Retirement Date”	 	
The age at which an employee is due to retire in
accordance with the terms of his contract of
employment;
	 	 	 
	“Option”	 	
A right to acquire Scheme Shares at the
Acquisition Price granted to an Eligible Employee
under the provisions of this Scheme and for the
time being subsisting;
	 	 	 
	“Option Agreement”	 	
The agreement in respect of a grant of an Option
which shall be issued to an Option-holder in
accordance with Rule 4 (f);
	 	 	 
	“Option-holder”	 	
Any person who holds an Option, or (where the
context admits) his legal personal
representative(s);
	 	 	 
	“Option Price”	 	
The price per Scheme Share determined by the Committee
being not less than 85 per cent of the Market Value of such a Scheme
Share on the Date of Announcement or on such earlier date or dates
(the “Valuation Date”) as may be agreed in writing with the Board of
Inland Revenue;
	 	 	 
	“Relevant Age”	 	
The age of 65 years;
	 	 	 
	the “Rules”	 	
The rules for the time being governing this Scheme;
	 	 	 
	“Savings Authority”	 	
A building society or an institution authorised under
the Banking Act 1987 to whom the Committee from time
to time determines that contributions are payable
under the terms of a Savings Contract;
	 	 	 
	“Savings Contract”	 	
A contract under a certified contractual savings
scheme (within the meaning of section 326 of the Act)
which has been approved by the Committee for the
purposes of this Scheme and by the Board of Inland
Revenue for the purposes of Schedule 9 and under which
an Eligible Employee contracts to make 36 monthly
savings;
	 	 	 
	“Schedule 9”	 	
Schedule 9 to the Act;
	 	 	 



 






 




	 	 	 
	“this Scheme”	 	
The Gannett Co., Inc Savings Related Share Option
Scheme for employees of Gannet U.K
Limited and its Subsidiaries (“Employee Sharesave Scheme 2000”) in its present
form or as from time to time amended in accordance with the provisions hereof;

	 	 	 
	“Scheme Shares”	 	
Shares of common stock in the capital of the Company
or any shares representing the same which satisfy the
conditions specified in paragraphs 10 to 14 inclusive
of Schedule 9;
	 	 	 
	“Subsidiary”	 	
A company which is a subsidiary of the Company within
the meaning of section 736 of the Companies Act;
	 	 	 
	“Takeover Offer”	 	
In relation to the Company, means either:




	 	(a)	 	a general offer to acquire the
whole of the issued shares of
common stock of the Company which
is made on a condition such that if
it is satisfied the person making
the offer will have Control of the
Company; or
	 
	 	(b)	 	a general offer to acquire all the
shares in the Company of the same
class as the Scheme Shares




	 	 	 
	 	 	
in either case, other than shares already owned
by the offeror or persons acting in concert with
the offeror;
	 	 	 
	“United Kingdom Sterling
Exchange Rate	 	
The highest buying price of the
bid/offer spread for United Kingdom Sterling
on the day on which the Market Value of a
Scheme Share is determined as shown in
the Financial Times;
	 	 	 
	“Valid Application”	 	
An application made by an Eligible Employee on the
application form provided by the date specified in an announcement
made in accordance with Rule 3(a) as the latest date for
applications in which the monthly contribution specified is
permitted by Rule 4(a).



 






 



Construction




	(b)	 	Words or expressions used herein shall where appropriate:




	 	(i)	 	when denoting the masculine gender include the feminine and
vice versa;
	 
	 	(ii)	 	when denoting the singular include the plural and vice versa;
	 
	 	(iii)	 	unless otherwise defined herein or the context otherwise
requires have the same meanings as in Schedule 9 as amended from
time to time;
	 
	 	(iv)	 	when referring to any enactment be construed as a reference
to that enactment as for the time being consolidated, amended,
re-enacted or replaced and shall include any regulations made
thereunder; and
	 
	 	(v)	 	be construed such that the headings and sub-headings are for
ease of reference only, and do not affect the interpretation of any
Rule.



Where under any of the provisions of these Rules it is provided that an Option
shall lapse that Option shall cease to be exercisable thereafter
notwithstanding any other provision of these Rules.



	2.	 	SHARE OF COMMON STOCK



Availability of authorised share capital




	(a)	 	The Company may issue, and shall reserve for issuance up to 2,000,000
Scheme Shares for use pursuant to Options granted under this Scheme, which
may be authorised and unissued or treasury Scheme Shares.



Variation of share capital and adjustment of options




	(b)	 	In the event of any capitalisation issue or rights issue, rights offer,
or any reduction, sub-division or stock split, consolidation or other
variation of the share capital of the Company, the number of Scheme Shares
comprised in any Option and/or the Option Price and the number of Scheme
Shares available for issue pursuant to Rule 2(a) may be adjusted by the
Executive Compensation Committee (including retrospective adjustments
where appropriate) in such manner as it considers to be in its opinion
fair and reasonable provided always that no adjustment shall have effect
after the date of adjustment for so long as the Scheme is approved by the
Board of Inland Revenue, unless the Board of Inland Revenue has approved
the adjustment. Notice of any such adjustment shall be given to the
Option-holders affected by such adjustment by the Committee, who may call
in Option Agreements for endorsement, cancellation or re-issue subsequent
upon such adjustment.
	 
	3.	 	APPLICATIONS FOR OPTIONS



 






 







	(a)	 	Subject to the restrictions hereinafter contained, the Executive
Compensation Committee may, at its discretion determine that this Scheme
shall operate and thereafter the Committee shall announce to all Eligible
Employees in whatever manner is determined by the Committee to be
appropriate:




	 	(i)	 	the maximum number (if any) of Scheme Shares over which
Options are to be granted on the Date of Grant immediately following
such announcement;
	 
	 	(ii)	 	the Option Price;
	 
	 	(iii)	 	the last date by which applications made pursuant to Rule
3(b) must be received (which shall be not earlier than 14 days nor
later than 21 days after the Date of Announcement); and
	 
	 	(iv)	 	whether the repayment under the Savings Contracts linked to
those Options shall include any Bonus.




	(b)	 	Each person who in relation to a grant of an Option is an Eligible
Employee may, not later than the date specified in the announcement
referred to in Rule 3(a) as the last date for receipt of applications,
apply for an Option in respect of any of the Scheme Shares specified in
any such announcement, by delivery of a duly completed Valid Application
form complying with the requirements of this Rule to the secretary for the
time being of the Company, or as specified on the application form.
	 
	(c)	 	Applications for Options shall be in writing in such form as the
Committee may from time to time prescribe.
	 
	4.	 	GRANT OF OPTIONS



Contributions under the savings contract




	(a)	 	The monthly contribution payable by a participant under a Savings
Contract shall be in multiples of £1 and shall not:




	 	(i)	 	be less than £10; nor
	 
	 	(ii)	 	when aggregated with the monthly contributions being paid
under any other savings contract(s), certified pursuant to section
326 of the Act, entered into by that Eligible Employee in connection
with the grant of any option under a savings-related share option
scheme approved by the Board of the Inland Revenue under Schedule 9,
exceed £250 or such maximum amount determined by the Committee and
from time to time permitted under Schedule 9.



Timing of grant



 






 






	(b)	 	No Option shall be granted to any Eligible Employee if such grant shall
be prohibited under the legislation from time to time in force governing
the approval of savings-related share option schemes involving a certified
contractual savings scheme. In any event, no Option shall be granted at
any time before the later of the Adoption Date and the Approval Date.



Grant of options




	(c)	 	The grant of an Option shall be conditional upon the Eligible Employee
having submitted to the Committee (or at the Committee’s direction) a
Valid Application, prior to the grant of that Option, for entry into a
Savings Contract. In making his application the Eligible Employee shall
state inter alia the monthly contribution which he would like to make
under the Savings Contract. Each such application shall be deemed to be
in respect of the largest whole number of Scheme Shares which can be
purchased with the expected repayment (including the Bonus applied for if
this is to be included in accordance with Rule 3(a)(iv)) under the Savings
Contract at the Bonus Date.
	 
	(d)	 	As soon as possible after the final date for the receipt of applications
in relation to each grant of Options and within 30 days of the earliest of
the dates on which the Market Value was taken for the purposes of
determining the Option Price, the Company shall, subject to Rule 4(e),
grant to each Eligible Employee who has submitted a Valid Application an
Option in respect of the whole number of Scheme Shares for which he is
deemed to have applied in accordance with Rule 3(c).
	 
	(e)	 	If Valid Applications are received such that the number of Scheme Shares
the subject of all the Options applied for would exceed the maximum number
of Scheme Shares determined by the Committee pursuant to Rule 3(a)(i),
then subject to the provisions of Rule 4(a)(i) the following steps or such
other arrangements approved by the Inland Revenue in advance shall be
carried out in the following order to the extent necessary to eliminate
the excess:




	 	(i)	 	if the Bonus is included or is taken to be included then no
Bonus shall be taken to be included;
	 
	 	(ii)	 	the excess over £50, or such greater or lesser amount as the
Committee may decide, of the monthly savings contribution chosen by
each applicant shall be reduced pro rata to the extent necessary;
	 
	 	(iii)	 	the excess over £10 of the monthly savings contribution
chosen by each applicant shall be reduced pro-rata to the extent
necessary;
	 
	 	(iv)	 	applications will be selected by lot, each based on a monthly
savings contribution of £10 and the exclusion of any Bonus in the
repayment under the Savings Contract.



 






 







	 	 	As soon as possible after the final date for the receipt of applications
in relation to each grant of Options and within 42 days of the earliest
of the dates on which the Market Value was taken for the purposes of
determining the Option Price, the Company shall grant to each Eligible
Employee who has submitted a Valid Application, or where appropriate to
those Eligible Employees selected by lot pursuant to this Rule 4(e), an
Option in respect of the number of Scheme Shares for which he is deemed
to have applied scaled down proportionately to the reduction made in his
monthly contributions pursuant to this Rule 4(e).



Option Agreements




	(f)	 	Subject to the Eligible Employee entering into a Savings Contract, as
soon as possible after the Date of Grant each Eligible Employee shall be
issued an Option Agreement in respect of his Option, specifying the Date
of Grant, the number of Scheme Shares subject to the Option, the Option
Price and the Acquisition Price.



Restrictions on grant of options




	(g)	 	If the Committee or the Company are prevented at any time by statute,
order, regulation or governmental directive from making an announcement
pursuant to Rule 3(a) or from granting Options within the time limits
imposed by these Rules, they may make such an announcement within 42 days
after the lifting of such restrictions.



Options only to be granted to employees and directors




	(h)	 	No Option shall be granted to any person who is no longer a director or
employee of a Group Company on the date Options are granted under this
Rule 4.



Life of the scheme




	(i)	 	No Option may be granted more than ten years after the Adoption Date.
	 
	5.	 	NON-TRANSFERABILITY OF OPTIONS



Save as provided in Rule 6(b) no Option nor any right thereunder shall be
capable of being transferred, assigned, charged or otherwise disposed of. Any
such purported transfer, assignment, charge or disposal shall result in the
cancellation of the Option.



	6.	 	RIGHTS TO EXERCISE OPTIONS



General




	 	 	 	 	 
	(a)	 	
(i)
	 	Save as provided in Rules 6(b), 6(c), 6(f), and 8, an
Option may be exercised only during the period commencing
with the Bonus Date under the relevant Savings Contract;
and



 






 




	 	(ii)	 	save as provided in Rule 6(b), an Option shall not be
exercisable later than six months after such Bonus Date.



Death




	(b)	 	If an Option-holder dies, his Option may be exercised by his legal
personal representatives, but only:




	 	(i)	 	within 12 months after the date of his death if such death
occurs before the Bonus Date; or
	 
	 	(ii)	 	within 12 months after the Bonus Date in the event of his
death within six months after such Bonus Date.



Cessation of employment in special circumstances




	(c)	 	If an Option-holder shall cease to be employed by a Group Company by
reason:




	 	(i)	 	of injury or disability (evidenced to the satisfaction of the
directors) or redundancy within the meaning of the Employment Rights
Act 1996; or
	 
	 	(ii)	 	of retirement on reaching the Relevant Age or his Normal
Retirement Date; or
	 
	 	(iii)	 	that his office or employment is in a company of which the
Company ceases to have Control; or
	 
	 	(iv)	 	that his office or employment relates to a business or part
of a business which is transferred to a person who is not a company
of which the Company has Control




	 	 	he may exercise all or any of his Options in whole or in part during the
period ending six months after the date of such cessation (at the end of
which period his Options will lapse to the extent unexercised).
	 
	(d)	 	No person shall be treated for the purposes of Rule 6(c) as ceasing to
hold the office or employment by virtue of which he is an Eligible
Employee until he ceases to hold any office or employment in the Company
or in any Associated Company or any company over which the Company has
Control.



Cessation of employment after three years




	(e)	 	If an Option-holder ceases to hold the office or employment by virtue of
which he is an Eligible Employee for reasons other than those set out in
Rules 6(b) or 6(c) more than three years after the Date of Grant of an
Option such Option may be exercised within six months after the Bonus Date
for that Option.



Reaching Relevant Age



 






 






	(f)	 	If at the date of reaching the Relevant Age an Option-holder does not
retire he may exercise his Option within the period of six months
commencing with that date.



Termination of savings contract




	(g)	 	If an Option-holder gives, or under the terms of the Savings Contract has
or is deemed to have given, notice to the relevant Savings Authority that
he intends to stop paying contributions under his Savings Contract then,
unless the relevant Option is then exercisable under this Rule 6, it shall
thereupon lapse.



Bankruptcy




	(h)	 	If the Option-holder is adjudicated bankrupt, his Option shall thereupon
lapse.



Conditions to be satisfied at time of exercise




	(i)	 	No Option may be exercised by an Option-holder, or by the legal personal
representatives of an Option-holder who is (or at the date of his death
was):




	 	(i)	 	not a director or employee of the Company or a Group Company
unless the Option is to be exercised pursuant to Rules 6(b), 6(c) or
6(e); or
	 
	 	(ii)	 	precluded from such exercise by paragraph 8 of Schedule 9.



Exercise to be limited to repayment proceeds




	(j)	 	If an Option becomes exercisable under any provision of this Scheme then
the maximum number of Scheme Shares over which it shall be exercisable
shall be limited to the largest whole number of Scheme Shares that may be
acquired at the Option Price out of the repayment including any interest
or Bonus received under the relevant Savings Contract. For these purposes
the repayment under the Savings Contract shall exclude the repayment of
any contribution the due date for payment of which falls more than one
month after the date on which repayment is made.
	 
	7.	 	LOSS OF OFFICE OR EMPLOYMENT
	 
	(a)	 	The grant of an Option does not form part of the Option-holder’s
entitlement to remuneration or benefits pursuant to his contract of
employment nor does the existence of a contract of employment between an
Eligible Employee and any company give such Eligible Employee any right or
entitlement to have an Option granted to him in respect of any number of
Scheme Shares or any expectation that an Option might be granted to him
whether subject to any conditions or at all.



 






 







	(b)	 	The rights and obligations of an Option-holder under the terms and
conditions of his office or employment shall not be affected by his
participation in the Scheme or any right he may have to participate in the
Scheme.
	 
	(c)	 	An individual who participates in the Scheme waives all and any rights to
compensation or damages in consequence of the termination of his office or
employment with any company for any reason whatsoever in so far as those
rights arise, or may arise, from his ceasing to have rights under or be
entitled to exercise any Option under the Scheme as a result of such
termination or from the loss or diminution of value of such rights or
entitlements. By participating in this Scheme the Option holder agrees
that, if necessary, his terms of employment shall be varied accordingly.






	8	 	TAKEOVER, RECONSTRUCTION, AMALGAMATION OR WINDING UP OF COMPANY




	 	(a)	 	General offer for Company
	 
	 	 	 	Notwithstanding Rule 6(a)(i), if a person obtains Control of
the Company as a result of making:




	 	(i)	 	a general offer to acquire the whole of the
issued ordinary share capital of the Company which is made on
a condition such that if it is satisfied the person making
the offer will have Control of the Company; or
	 
	 	(ii)	 	a general offer to acquire all the shares in
the Company of the same class as the Scheme Shares (in either
case, other than any shares already held by him or a person
Acting In Concert with him), all Options may be exercised at
any time during the period of six months beginning with the
time when the person making the offer has obtained Control of
the Company and any condition subject to which the offer is
made has been satisfied. If not so exercised, the Options
shall lapse immediately unless the Committee determines
otherwise, when the Options shall continue to exist.



 






 







	 	(b)	 	Winding up of Company
	 
	 	 	 	Notwithstanding Rule 6(a)(i), if notice is given of a resolution
for the voluntary winding-up of the Company:




	 	(i)	 	all Options (including, at the election of the
Option-holder, an Option which has already become
exercisable) may be exercised on terms that exercise is
conditional on the passing of the resolution at any time
during the period beginning with the date the notice is given
and ending seven clear days before the resolution is passed
or defeated or the general meeting is concluded or adjourned
sine die;
	 
	 	(ii)	 	where exercise is permitted under this Rule
8(b), notice of exercise shall be in such form as may be
prescribed by the Committee;
	 
	 	(iii)	 	if the resolution is passed, any Options not
so exercised shall lapse immediately;
	 
	 	(iv)	 	if the resolution is not passed, any exercise
of an Option under this Rule 8(b) shall be of no effect and
the Option shall continue to exist;
	 
	 	(v)	 	the date of exercise of all Options exercised
under this Rule 8(b) shall be deemed to be the date on which
the resolution is passed; and
	 
	 	(vi)	 	an Option which has already become exercisable
may be exercised unconditionally during the period referred
to in Rule 8(b)(i) but such exercise shall be subject to Rule
8(b)(iii) (with appropriate modifications).




	 	(c)	 	Shares subject to Options ceasing to be Scheme Shares
	 
	 	 	 	If the rights carried by the shares subject to an Option are
altered in such a way that the shares cease to satisfy the
conditions in paragraphs 10 to 14 of Schedule 9 to ICTA 1988:




	 	(i)	 	the definition of “Scheme Shares” shall be
amended by the deletion of the words “which satisfy the
conditions in paragraphs 10 to 14 of Schedule 9 to ICTA
1988”;
	 
	 	(ii)	 	the Option shall continue to exist; and
	 
	 	(iii)	 	the Scheme shall continue to exist but as a
non Inland Revenue approved scheme.




	 	(d)	 	Meaning of “obtains Control of the Company”



 






 





	 	 	 	For the purpose of Rule 8, a person shall be deemed to have
obtained Control of the Company if he and others Acting In Concert
with him have together obtained Control of it.




	 	(e)	 	Notification of Option-holders
	 
	 	 	 	The Committee shall, as soon as reasonably practicable,
notify each Option-holder of the occurrence of any of the events
referred to in Rule 8 and explain how this affects his position
under the Scheme.




	9	 	EXCHANGE OF OPTIONS ON TAKEOVER OF COMPANY




	 	(a)	 	Exchange of Options
	 
	 	 	 	If the person referred to in Rule 8 is a company (“Acquiring
Company”), an Option-holder may, at any time during the period of
6 months following the change of Control, by agreement with the
Acquiring Company, release his Option in whole or in part in
consideration of the grant to him of a new option (“New Option”)
which is equivalent to the Option but which relates to shares
(“New Scheme Shares”) in:




	 	(i)	 	the Acquiring Company; or
	 
	 	(ii)	 	a company which has Control of the Acquiring
Company; or
	 
	 	(iii)	 	a company which either is, or has Control of,
a company which is a member of a consortium within the
meaning of Section 187(7) of ICTA 1988 which owns either the
Acquiring Company or a company having Control of the
Acquiring Company.




	 	(b)	 	Meaning of “equivalent”
	 
	 	 	 	The New Option shall not be regarded for the purpose of this Rule
9 as equivalent to the Option unless:




	 	(i)	 	the New Scheme Shares satisfy the conditions in
paragraphs 10 to 14 of Schedule 9 to ICTA 1988; and
	 
	 	(ii)	 	the New Option will be exercisable in the same
manner as the Option and subject to the provisions of the
Scheme as it had effect immediately before the release of the
Option; and
	 
	 	(iii)	 	the total market value, immediately before the
release of the Option, of the Scheme Shares which were
subject to the Option is equal to the total market value,
immediately after the grant of the New Option, of the New
Scheme Shares (market value being 



 






 





	 	 	 	determined for this purpose
in accordance with Part VIII of the Taxation of Chargeable
Gains Act 1992); and
	 
	 	(iv)	 	the total amount payable by the Option-holder
for the acquisition of the New Scheme Shares under the New
Option is equal to the total amount that would have been
payable by the Option-holder for the acquisition of the
Scheme Shares under the Option.




	 	(c)	 	Date of grant of New Option
	 
	 	 	 	The date of grant of the New Option shall be deemed to be the same
as the Date of Grant of the Option.
	 
	 	(d)	 	Application of Scheme to New Option
	 
	 	 	 	In the application of the Scheme to the New Option, where
appropriate, references to “Company” and “Scheme Shares” shall be
read as if they were references to the company to whose shares the
New Option relates and the New Scheme Shares, respectively, save
that in the definition of “Committee” the reference to “Company”
shall be read as if it were a reference to Gannett Co., Inc.




	10.	 	EXERCISE OF OPTIONS



Procedures on exercise




	(a)	 	Exercise of an Option, or of new rights under this Scheme, shall be
effected by a notice in writing in a form prescribed from time to time by
the Committee lodged with the Secretary of the Company or at its office as
appropriate or with the Company’s duly appointed agent specifying the
number of Scheme Shares in respect of which the Option is being exercised
and accompanied by evidence of the termination of the related savings
contract and a remittance for the Acquisition Price for the Scheme Shares
concerned. Payment may be made by banker’s draft or cheque provided that
if the cheque is not cleared the Eligible Employee shall be deemed never
to have exercised his option and neither the company nor any other person
will be under any obligation to provide any Scheme Shares for him.
Notwithstanding anything to the contrary therein contained such notice
shall (other than in the circumstances contained in the immediately
preceding proviso and/or Rule 8(c)(iv) above) take effect upon receipt of
notice and payment in full and such day shall, notwithstanding Rule 12(c)
constitute for all purposes the date of exercise of such option and the
Secretary of the Company shall procure that the said shares are issued or
transferred within 28 days thereafter. The Option Agreement should also
be lodged but failure to do so will not invalidate the exercise of the
Option. The Company will keep a suitable form of notice available, so
that an Option-holder desirous of exercising an Option may obtain copies
thereof from the Secretary of the Company.



 






 







	(b)	 	All transfers and all allotments of Scheme Shares shall be subject to
any necessary consents of HM Treasury or other authorities in the United
Kingdom or elsewhere under enactments or regulations for the time being in
force and it shall be the responsibility of the Option-holder to comply
with any requirements to be fulfilled in order to obtain or obviate the
necessity for any such consent.



Rights attaching to Scheme Shares




	(c)	 	Scheme Shares transferred pursuant to this Scheme will be
transferred without the benefit of any rights attaching thereto by
reference to a record date preceding the date of exercise. Save as
regards rights attaching to Scheme Shares by reference to a record date
prior to the date on which the Scheme Shares are allotted and issued,
Scheme Shares issued upon the exercise of Options shall be identical and
rank pari passu in all respects with shares of the same class then in
issue.
	 
	11.	 	SCHEME AMENDMENTS AND TERMINATION



Amendments




	(a)	 	Notwithstanding the provisions of Rules 11(b) to 11(d) and 12(b), the
Executive Compensation Committee may at any time make such alterations
(including additions) to the Rules as are necessary to secure that the
Rules receive initial approval from the Board of Inland Revenue under
Schedule 9 and continue to be so approved.
	 
	(b)	 	Subject to Rule 11(c) and 11(d) the Executive Compensation Committee may
from time to time at its absolute discretion, amend any of the Rules.
	 
	(c)	 	No amendment waiver or replacement to or of this Scheme (or any Rule)
shall be made to the extent to which it would have the effect of
abrogating or altering adversely any of the subsisting rights of
Option-holders except with such consent on their part as would be required
by the provisions of the Company’s by-laws if the Scheme Shares to be
issued or transferred on the exercise of the Options already granted and
still subsisting were so issued or transferred and constituted a separate
class of share capital and if such provisions applied mutatis mutandis
thereto.
	 
	(d)	 	So long as this Scheme remains approved under Schedule 9 no amendment to
this Scheme shall take effect until after the date of amendment unless the
Board of Inland Revenue has approved the amendment or the Scheme has
become a non Inland Revenue Scheme in accordance with Rule 8(c). The
Company shall notify the Board of Inland Revenue in writing immediately
after the date of alteration in respect of each such amendment.
	 
	(e)	 	Rule 11(c) shall not apply to any minor amendment to facilitate the
administration of the Scheme or to any amendment which the Executive
Compensation Committee considers is necessary or desirable to comply with
or take account of the provisions of any proposed or existing legislation,
including overseas
securities 



 






 





	 	 	legislation, or to take advantage of any
changes to legislation, or to take account of any of the events mentioned
in Rule 8, or to obtain or maintain favourable exchange control taxation
or regulatory treatment of the Company, any Subsidiary or any
Option-holder provided any such alteration does not affect the basic
principles of this Scheme.
	 
	(f)	 	The Executive Compensation Committee shall have the power from time to
time to make or vary regulations for the administration of this Scheme and
to amend the terms or impose further conditions on the grant and exercise
of Options to take account of overseas taxation, and securities or
exchange control laws provided always that such regulations, terms and
conditions shall not be inconsistent with the provisions of this Scheme
and shall not cause any of the provisions of Schedule 9 relevant to this
Scheme to cease to be satisfied.



Termination


(g)      Notwithstanding the provision contained in Rule 4(i), the Executive
Compensation Committee may at any time resolve that no further Options be
granted under this Scheme, and in such event no further Options will be granted
but in all other respects the provisions of this Scheme shall remain in full
force and effect.



	12.	 	ADMINISTRATION



Notice and documents




	(a)	 	Option-holders not otherwise entitled thereto may be sent copies of all
relevant notices and other documents sent by the Company to its ordinary
shareholders generally.
	 
	(b)	 	Written notices of any amendment made in accordance with Rule 11 shall be
given to those Option-holders affected by such amendment.
	 
	(c)	 	Any notice or other document required to be given hereunder to any
Option-holder shall be delivered to him or sent by First Class pre-paid
post to him at his home address according to the records of the Company or
such other address as may appear to the Company to be appropriate. Any
notice or other document required to be given to the Company shall be
delivered to it or sent by First Class pre-paid post to its registered
office or such other address as may be determined by the Company to be
appropriate. Notices sent by post shall be deemed to have been given on
the fifth day following the date of posting.



 






 






Disputes




	(d)	 	The decision of the Executive Compensation Committee in any dispute or
question relating to any Option shall be final and conclusive subject to
the terms of this Scheme.



Costs of the scheme




	(e)	 	The costs of introducing and administering this Scheme shall be borne by
one or more Group Companies.



Governing Law




	(f)	 	These Rules shall be governed by and construed in accordance with English
Law.