GANNETT SUPPLEMENTAL RETIREMENT PLAN
(Restated as of January 1, 1998)
ARTICLE ONE
Definitions
1.1 'Plan' means this Gannett Supplemental Retirement Plan.
1.2 'Funded Plan' means the Gannett Retirement Plan as it may pertain to a
particular Employee.
1.3 'Company' means Gannett Co., Inc.
1.4 'Board' means the Board of Directors of Gannett Co., Inc.
1.5 'Committee' means the Gannett Benefit Plans Committee.
1.6 'Effective Date' means January 1, 1978. The effective date of this
restatement is January 1, 1998.
1.7 'Employee' means any employee of the Company who (1) is paid through the
Company's headquarters payroll system, operating as of the date of this
restatement in Arlington, Virginia ('Corporate Payroll'), (2) is within
'a select group of management or highly compensated employees' as this
term is used in Title I of ERISA and (3) is designated by the Company's
Benefit Plans Committee as being an eligible participant in the Plan and
listed on Appendix A or B.
1.8 'Monthly Benefit' means:
- for an Employee who began participating in the Plan on or before
January 1, 1998 and who is listed in Appendix A, the Employee's monthly
benefit, expressed as a single life annuity payable for the Employee's
life, calculated using the formula set forth in Article VI of the Funded
Plan but ignoring the benefit limitations in the Funded Plan required by
Code Section 415 or the limitations on an Employee's compensation under
Code Section 401(a)(17) and taking into account all amounts deferred
under the Gannett Co., Inc. Deferred Compensation Plan.
- for an Employee who began participating in the Plan after January 1,
1998 and who is listed in Appendix A, the Employee's monthly benefit,
expressed as a single life annuity payable for the Employee's life,
calculated using the formula under Article VI or Article VIA, whichever
is used to calculate the Employee's benefit under the Funded Plan, but
ignoring the benefit limitations in the Funded Plan required by Code
Section 415 or the limitations on an Employee's compensation under Code
Section 401(a)(17) and taking into account all amounts deferred under
the Gannett Co., Inc. Deferred Compensation Plan.
- for an Employee who began participating in the Plan after January 1,
1998 and who is listed in Appendix B, the Employee's monthly benefit,
expressed as a single life annuity payable for the Employee's life,
calculated using the formula set forth in Article VI of the Funded Plan
but ignoring the benefit limitations in the Funded Plan required by Code
Section 415 or the limitations on an Employee's compensation under Code
Section 401(a)(17) and taking into account all amounts deferred under
the Gannett Co., Inc. Deferred Compensation Plan.
1.9 'Normal Retirement Date' and 'Early Retirement Date' mean the relevant
dates in the Funded Plan as they apply to a particular Employee.
1.10 'Code' means the Internal Revenue Code of 1986 as amended, and
regulations thereunder.
ARTICLE TWO
Purpose of Plan
2.1 The purpose of this Plan is to provide supplemental retirement benefits on
an unfunded basis to certain highly compensated employees.
ARTICLE THREE
Eligibility and Vesting
3.1 All Employees shall be eligible to participate in this Plan. The Benefit
Plans Committee has full discretionary authority to add or delete
individuals from participation in this Plan by amending Appendix A or B.
If an individual's name is removed from Appendix A or B, such individual
shall have no rights to benefits under this Plan except for those benefits
that have vested as of the date of removal or that will vest in the future
pursuant to the last paragraph of Section 4.2.
Benefits determined under Article Four shall vest pursuant to the same
vesting schedule and vesting terms and conditions as are in effect from
time to time under the Funded Plan.
ARTICLE FOUR
Benefits
4.1 The Company shall pay the benefits due under this Plan commencing within
30 days of retirement, disability, death or any other event that entitles
an Employee or the Employee's beneficiary to receive benefits under the
Funded Plan. Notwithstanding the foregoing, no benefits shall commence
prior to the date an Employee attains or would have attained Early
Retirement Age under the Funded Plan.
4.2 The benefit payable under this Plan is determined by (i) calculating the
Employee's Monthly Benefit and (ii) subtracting from such monthly amount
the actual benefit to which the Employee is entitled under the Funded
Plan. For purposes of calculating the offset under subsection (ii), if
the Employee's benefit is determined under Article VIA of the Funded Plan,
it shall be converted to an actuarially equivalent single life annuity,
determined as follows:
- For those Employees who retire directly from active employment on or
after their earliest Early Retirement Date, the Employee's benefit under
the Funded Plan shall be converted to a single life annuity payable
immediately at the Employee's retirement date.
- For deferred vested Employees, the Employee's benefit under the Funded
Plan shall be converted to a single life annuity payable at age 65.
To the extent that the amount of an Employee's monthly benefit under the
Funded Plan is increased or decreased (due, e.g., to a change in the
401(a)(17) or 415 limits or otherwise), the amount payable from this Plan
shall increase or decrease accordingly.
Notwithstanding the foregoing, an Employee's monthly benefit calculations
under subsections (i) and (ii) above shall not take into account any of
his or her service with Army Times, Asbury Park, Multimedia or their
related businesses prior to the date that the Employee transfers to the
Company's Corporate Payroll.
If an Employee leaves the Company's Corporate Payroll, no further benefits
shall accrue under this Plan, provided that service within the Company's
controlled group will count for purposes of determining the vested portion
of the benefit accrued to the date an Employee leaves the Company's
Corporate Payroll.
4.3 The benefit payable under this Plan shall be payable in the same form as
the form in which benefits are payable to the Employee under the Funded
Plan, except that benefits under this Plan shall not be payable in the
form of a 'lump sum' distribution. If no timely election is made, or a
timely election is not possible at the time benefits become payable
(e.g., due to the death of a contingent annuitant or a change in marital
status), the benefit payable to a single Employee will be paid in the
form of a single life annuity and the benefit payable to a married
Employee will be paid in the form of a joint and 100 percent spousal
survivor annuity. In the case of a contingent annuitant annuity or any
option other than a life-only annuity, the amount of the benefit shall be
actuarially reduced to reflect that form of payment.
If an Employee's benefit commences prior to his or her Normal Retirement
Date, the benefit from this Plan shall be reduced in the same manner as
provided for in the Funded Plan. If an Employee dies after becoming
vested but before the Employee's benefit commences, a spouse, if
surviving, shall be entitled to receive a monthly lifetime benefit equal
to the benefit that would have been received had the Employee terminated
employment on his or her date of death and retired on the first day of
the month on or following the later of the Employee's date of death or
the date that would have been the Employee's earliest Early Retirement
Date, and elected a 100 percent spousal survivor annuity, and then died.
Any actuarial adjustments required with respect to benefits payable under
this Plan shall be accomplished by reference to the actuarial assumptions
used in the Funded Plan.
4.4 The benefits payable under this Plan shall be paid by the Company each
year out of assets which at all times shall be subject to the claims of
the Company's creditors. The Company may in its discretion establish a
trust in which to place assets from which such benefits are to be paid
on behalf of all or some Employees, as determined by the Committee in
its sole discretion, but neither the creation of such trust nor the
transfer of funds to such trust shall render such assets unavailable to
settle the claims of the Company's creditors.
Notwithstanding the establishment of a trust, the Company intends this
Plan to be unfunded for tax purposes and for purposes of Title I of ERISA.
In addition, despite the existence of this Plan or an associated trust to
pay promised benefits, Employees have the status of general unsecured
creditors of the Company and the Plan constitutes a mere promise to make
benefit payments in the future.
ARTICLE FIVE
Administration
5.1 This Plan shall be administered by the Committee which shall possess all
powers necessary to administer the Plan, including but not limited to
the sole discretion to interpret the Plan and to determine eligibility
for benefits.
5.2 The Committee shall cause the benefits due each Employee from this Plan
to be paid by the Company and/or trustee accordingly.
5.3 The Committee shall inform each Employee of any elections which the
Employee may possess and shall record such choices along with such other
information as may be necessary to administer the Plan.
5.4 The decisions made by, and the actions taken by, the Committee in the
administration of this Plan shall be final and conclusive on all
persons, and the members of the Committee shall not be subject to
individual liability with respect to this Plan.
ARTICLE SIX
Amendment and Termination
6.1 While the Company intends to maintain this Plan for as long as necessary,
the Board, or a committee of the Board acting on its behalf, reserves
the right to amend and/or terminate it at any time for whatever reasons
it may deem appropriate.
6.2 Notwithstanding the preceding Section, however, the Company hereby makes a
contractual commitment to pay the benefits accrued under this Plan to the
extent it is financially capable of meeting such obligation.
ARTICLE SEVEN
Miscellaneous
7.1 Nothing contained in this Plan shall be construed as a contract of
employment between the Company and an Employee, or as a right of any
Employee to be continued in the employment of the Company, or as a
limitation of the right of the Company to discharge any of its Employees,
with or without cause.
7.2 An Employee's rights to benefit payments under the Plan are not subject
in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance, attachment, or garnishment by creditors of the
Employee or the Employee's beneficiary or contingent annuitant.
IN WITNESS WHEREOF, the Company has caused this restated Plan document to be
executed by its duly authorized officer this 16th day of December 1999.
GANNETT CO., INC.
By: /s/ Richard L. Clapp
---------------------
Richard L. Clapp
Senior Vice President/
Human Resources