Exhibit 10-14-2






Exhibit 10-14-2




GANNETT CO., INC.

Amendment to Gracia C. Martore

Employment Agreement




Pursuant to Section 18 of the Employment Agreement between Gannett Co., Inc. and Gracia C.
Martore, dated February 27, 2007 (the “Agreement”), the parties hereby amend the Agreement as of
December 24, 2010, as follows:



1. Section 5(c) is amended by deleting the last two sentences in that section and substituting
the following in its place:




The cash payment described in clause (c)(1) shall be made in a lump sum subject to
the condition that a valid release agreement (in the form attached hereto as Exhibit
B) with respect to claims which Martore or her estate or beneficiaries may have
arising out of Martore’s employment (the “Release”) is executed by Martore’s estate
or beneficiaries and such Release must be effective and non-revocable. The lump sum
payment shall be made to Martore’s estate on the sixty-fifth (65th) day
after the date of Martore’s death; provided that such Release must become effective
and non-revocable by the sixty-fifth (65th) day after the date of
Martore’s death and no payment is required if the Release does not become effective
and non-revocable by the sixty-fifth (65th) day after the date of
Martore’s death.



2. The first sentence of Section 5(d) is amended by replacing “as of the date her employment
terminates (the “Termination Date”)” with “as of the date of her separation from service within the
meaning of Code Section 409A (the “Termination Date”)”.



3. Section 5(d) is amended by deleting the last sentence in that section and substituting the
following in its place:




The lump sum payment shall be made on the thirtieth (30th) day after the
Termination Date (the thirtieth (30th) day after Martore’s Termination
Date is hereinafter referred to as the “Payment Date”); provided that such Release
must become effective and non-revocable before the Payment Date and no payment is
required if the Release does not become effective and non-revocable before the
Payment Date.



4. The second sentence of Section 7 is amended by replacing each occurrence of “within 65 days
after Martore’s Termination Date” with “before the Payment Date”.



5. The first sentence of Section 7(d) is amended by replacing “provided that if the Release
does become effective and non-revocable within 65 days after Martore’s Termination Date” with
“provided that if the Release does not become effective and non-revocable before the Payment Date”.


 


 









 






6. Section 20 is amended by adding the following sentence to the end of that section:




Any reference in this Agreement to “ceases employment”, “terminates employment”,
“employment terminates”, or similar phrase shall have the same meaning as
“separation from service” within the meaning of Code Section 409A.



7. The following new Exhibit B shall be added as an exhibit at the end of the Agreement.


 


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IN WITNESS WHEREOF, the parties have executed this Amendment to the Agreement as of the date
first set forth above.



	 	 	 	 	 
	 	GANNETT CO., INC.

 	 
	 	By:  	/s/ Roxanne V. Horning
 	 
	 	 	Roxanne V. Horning 	 
	 	 	Senior V.P./Human Resources 	 
	 	 	 
	 	By:  	                                                     /s/ Gracia C. Martore
 	 
	 	 	Gracia C. Martore 	 



 


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