Separation Agreement – CEO and Chairman – Gannett Co., Inc.

SEPARATION AGREEMENT

AND

RELEASE OF CLAIMS

This Separation Agreement and Release of Claims (“Agreement“) is
entered into on October 6, 2011, by Gannett Co., Inc. (“Gannett“) and
Craig A. Dubow (“you” or the “Executive“) in connection with your
separation of employment from Gannett in accordance with your Employment
Agreement dated February 27, 2007 and amended August 7, 2007 and December 24,
2010 (the “Employment Agreement“). You and Gannett agree to the
following:

1. Your final day as an employee of Gannett will be October 6, 2011 (the
“Separation Date“), and you hereby resign as an employee, director,
officer, and chairman of the board of directors (the “Board“) of Gannett
and all of its affiliates (and each of their respective boards of directors or
other governing bodies) effective as of the Separation Date. In connection with
the termination of your employment, you shall be eligible for any and all
payments and benefits as may be due to you under terms of any Gannett employee
benefit plans in which you participate or are eligible for benefits as of the
Separation Date, in accordance with the terms thereof and subject to the terms
of this Agreement.

2. Provided that you execute this Release of Claims and that it becomes
effective in accordance with paragraph 11 hereof, and subject to the provisions
of paragraph 9 hereof, you and Gannett hereby agree that your termination of
employment shall be deemed to have occurred pursuant to Section 5(a)(ii) of the
Employment Agreement and, as a result of such termination of employment:

(a) You will receive a cash payment equal to $5,900,000, less
legally-required withholdings and payable six months after the Separation Date;
and

(b) You will be eligible for any benefits available to you under the terms of
Gannett153s Income Protection Policy, or any applicable successor plan or policy
in effect from time to time (the “Disability Plan“) in accordance with
the terms of such Disability Plan as in effect from time to time; and

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(c) The parties believe that your condition on the Separation Date entitles
you to disability income or to salary continuation payments from Gannett or from
its insurer under the Disability Plan, with continued disability benefits under
the Disability Plan or otherwise being subject to the terms of the Disability
Plan (and you agree that you will promptly make any filings or applications
reasonably necessary to receive disability benefits under the Disability Plan or
otherwise); provided, however, that if your condition at the time of your
termination does not entitle you to disability income or to salary continuation
payments (“Disability Plan Benefits“) from Gannett or its insurer under
the Disability Plan, then subject to Section 20 of the Employment Agreement and
paragraph 9 hereof, Gannett shall provide you with the disability income or
salary continuation payments (“Alternative Benefits“) that would have
been provided if you had qualified for them under the Disability Plan as of the
termination date (provided that if and when you later become entitled to
Disability Plan Benefits, the Alternative Benefits payable to you shall be
inclusive of any such Disability Plan Benefits and shall not be in addition
thereto (ie, the Alternative Benefits shall be reduced by the Disability Plan
Benefits)); and provided further that, notwithstanding the foregoing, if you
cease to be eligible to receive Disability Plan Benefits solely as a result of
your service in non-executive roles on the boards of directors of Broadcast
Music Inc. and/or one other publicly listed company that does not offer goods or
services offered by Gannett (such service, “Permitted Board Service“),
then Gannett will provide you with the Alternative Benefits for so long as the
only reason for your failure to be eligible to receive such Disability Plan
Benefits is your Permitted Board Service (it being understood that Gannett shall
not be obligated to provide you the Alternative Benefits if your failure to be
eligible for Disability Plan Benefits results in whole or in part from your
employment, consulting or other service or activity (other than the Permitted
Board Services) or your reaching an age where Disability Plan Benefits would
have ceased); and

(d) The stock options and stock unit awards granted to you pursuant to
Gannett153s 2001 Omnibus Incentive Compensation Plan and identified on Schedule I,
which is attached hereto and made a part hereof (each, an “Award“), to
the extent not vested as of the Separation Date, shall become vested in full as
of the Separation Date; and each stock option award identified as a “Post-2005
Award” shall be exercisable for the lesser of the remaining term thereof or four
years from the Separation Date; and

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(e) You will receive additional service credit through November 1, 2012 (and
not beyond that date) for the purposes of calculating your benefit under the
Gannett Supplemental Retirement Plan, calculated in accordance with the
assumptions that were set forth in Section 8(c) of the Employment Agreement; and

(f) Subject to the terms of any applicable plans or policies of Gannett, you
will be eligible to receive the post-employment benefits described in Exhibit A
of the Employment Agreement (and you hereby agree to (i) Gannett making premium
payments on your life insurance policy, and (ii) any adjustments to the face
value of such policy as described in Exhibit A), including health insurance
coverage under the Gannett retiree medical policy and executive medical program
and life insurance on the terms and conditions set forth in Exhibit A and the
applicable plans or policies of Gannett. In its complete discretion, the
Compensation Committee of the Board may consider you for a discretionary annual
incentive bonus with respect to your employment during 2011.

3. You will receive the benefits described in paragraph 2 above only if you
sign this Agreement on or before October 27, 2011. In exchange for and in
consideration of the benefits offered to you by Gannett in paragraph 2 above,
you and Gannett agree to the following:

4. You agree that this is a full and complete release of claims (“Release
of Claims“). The details of the Release of Claims by you and Gannett are
explained below.

(a) The Release of Claims means that you agree to give up forever any and all
legal claims, or causes of actions, you may have, or think you have, against
Gannett, any of its subsidiary, related or affiliated companies, and any of
their directors, officers and employees. This Release of Claims includes all
legal claims that arose at any time before or at the time you sign this
Agreement; it also includes but is not limited to those legal claims of which
you know and are aware, as well as any legal or equitable claims of which you
may not know or be aware, including claims for breach of contract, claims
arising out of your

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Employment Agreement, claims of intentional or negligent infliction of
emotional distress, employment discrimination, defamation, breach of implied
covenant of good faith and fair dealing, and any other claim arising from, or
related to, your employment by or separation from employment with Gannett.

Conversely, Gannett and its subsidiary, related or affiliated companies, and
any of their directors, officers and employees (collectively, the “Gannett
Parties“) agree to give up forever any and all legal claims, or causes of
action, they may have or think they may have against you, including all legal
claims that arose at any time before or at the time you sign this Agreement,
whether known to Gannett or not. This Release of Claims includes any claims
arising out of your Employment Agreement, claims for breach of contract,
defamation, breach of implied covenant of good faith and fair dealing, and any
other claim arising from, or related to, your employment by Gannett.

Notwithstanding the foregoing, by executing this Release of Claims, (i) you
will not forfeit or release your right to receive your vested benefits under the
Gannett Retirement Plan, the Gannett Co., Inc. 401(k) Savings Plan, the Gannett
Supplemental Retirement Plan and the Gannett Co., Inc. Deferred Compensation
Plan (but you will forfeit your right to receive any further severance or annual
bonus award not described in Section 2); any rights to indemnification and
advancement of expenses under Gannett153s By-laws and/or directors153 and officers153
liability insurance policies; any other rights under your Employment Agreement
which are intended to survive a termination of employment; or any legal claims
or causes of action arising out of actions allegedly taken by Gannett after the
date of your execution of this Agreement; and (ii) none of the Gannett Parties
will forfeit or release any right to recoup compensation under the clawback
provisions of your Employment Agreement or applicable law; any rights under your
Employment Agreement which are intended to survive a termination of employment
(including, but not limited to, your restrictive covenant and confidentiality
obligations); any claims based on your fraud or conduct which was committed in
bad faith or arising from your active and deliberate dishonesty; any

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claims for which you have no rights to indemnification and advancement of
expenses under Gannett153s By-laws and/or directors153 and officers153 liability
insurance policies; or any legal claims or causes of action arising out of
actions allegedly taken by you after the date of your execution of this
Agreement. The matters referenced in clauses (i) and (ii) of this paragraph are
referred to as the “Excluded Matters.”

(b) Several laws of the United States and of the Commonwealth of Virginia
create claims for employees in various circumstances. These laws include the Age
Discrimination in Employment Act of 1967, as amended by the Older Worker Benefit
Protection Act, Title VII of the Civil Rights Act of 1964, the Rehabilitation
Act of 1973, the Family and Medical Leave Act, the Employee Retirement Income
Security Act of 1974 (as amended), the Americans With Disabilities Act, the
Genetic Information Non-discrimination Act, and the Virginia Human Rights Act.
Several of these laws also provide for the award of attorneys153 fees to a
successful plaintiff. You agree that this Release of Claims specifically
includes any possible claims under any of these laws or similar state and
federal laws, including any claims for attorneys153 fees.

(c) By referring to specific laws, we do not intend to limit the Release of
Claims to just those laws. All claims for money damages, or any other relief
that relate to or are in any way connected with your employment with Gannett or
its subsidiary, related or affiliated companies, are included within this
Release of Claims, even if they are not specifically referred to in this
Agreement. The only legal claims that are not covered by this Release of Claims
are the Excluded Matters.

(d) Except for the Excluded Matters, we agree that neither party will say
later that some particular legal claim or claims are not covered by this Release
of Claims because we or you were unaware of the claim or claims, because such
claims were overlooked, or because you or we made an error.

(e) We specifically confirm that, as far as you or Gannett know, no one has
made any legal claim in any federal, state or local court or government agency
relating to your employment, or the ending of your employment, with Gannett or
its subsidiary, related, or affiliated companies. If, at any time in the

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future, such a claim is made by you or Gannett, or someone acting on behalf
of you or Gannett, or by some other person or a governmental agency, you and
Gannett agree that each will be totally and completely barred from recovering
any money damages or remedy of any kind, except in the case of any legal claims
or causes of action arising out of any of the Excluded Matters. This provision
is meant to include claims that are solely or in part on your behalf, or on
behalf of Gannett, or claims which you or Gannett have or have not authorized.

(f) This Agreement, and the Release of Claims, will not prevent you from
filing any future administrative charges with the United States Equal Employment
Opportunity Commission (“EEOC“) or a state fair employment practices
(“FEP“) agency, from participating in or cooperating with the EEOC or a
state FEP agency in any investigation or legal action undertaken by the EEOC or
the state FEP agency, nor from communicating in accordance with law with any law
enforcement or governmental agencies. However, this Agreement, and the Release
of Claims, does mean that you may not collect any monetary damages or receive
any other remedies from charges filed with or actions by the EEOC or a state FEP
agency.

5. You and Gannett agree not to disclose or discuss the existence or the
details of this Agreement with anyone other than our respective attorneys,
accountants and/or your immediate family members, unless required by law. You
hereby acknowledge and agree that Gannett may disclose this Agreement and/or the
terms hereof in any investor communication or filing with the Securities and
Exchange Commission (or other communication related thereto).

6. You also agree that you will not make any statements, oral or written, or
cause or allow to be published in your name, or under any other name, any
statements, interviews, articles, books, web logs, editorials or commentary
(oral or written) that is critical or disparaging of Gannett, or any of its
operations, or any officers, employees or directors of Gannett, or of any of its
operations.

Likewise, Gannett, agrees that it will not make, and will instruct its
current directors and executive officers not to make, any statements, oral or
written, or cause to be published in Gannett153s name, any statements, interviews,
articles, editorials or commentary (oral or written) that is critical or
disparaging of you. Merely because a statement is made by a Gannett employee
does not mean that it is made “in Gannett153s name.”

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7. You agree to fully cooperate and assist Gannett in the defense of any
investigations, claims, charges, arbitrations, grievances, or lawsuits brought
against Gannett or any of its operations, or any officers, employees or
directors of Gannett or of any of its operations, as to matters of which you
have personal knowledge necessary, in Gannett153s judgment, for the defense of the
action. You agree to provide such assistance reasonably consistent with the
requirements of your other obligations and Gannett agrees to pay your reasonable
out of pocket expenses incurred in connection with this assistance, subject to
paragraph 9 hereof. Gannett agrees to fully cooperate and assist you in the
defense of any third-party claims, charges, arbitrations, grievances or lawsuits
brought against you as a co-defendant with Gannett or any of its operations,
officers, employees or directors, except with respect to any such matters
arising out of clause (ii) of the Excluded Matters.

8. You agree that this Agreement and Sections 8(c) (Retirement Plan Credit),
9 (Restrictive Covenant), 12 (Legal Expenses and Interest), 13 (Trade Secrets
and Confidential Information), 14 (Funding), 15 (Notice), 16 (Transferability),
17 (Severability), 21 (Reimbursement of Compensation in Restatement Situations),
and Exhibit A of the Employment Agreement, which are hereby incorporated and
made a part hereof, contain all of the details of the agreement between you and
Gannett with respect to the subject matter hereof, and except as expressly set
forth in this Agreement or incorporated hereto, the other provisions of the
Employment Agreement are hereby terminated and you have no further rights or
entitlement to benefits thereunder. Nothing has been promised to you, either in
some other written document or orally, by Gannett or any of its officers,
employees or directors, that is not included in this Agreement.

9. Gannett may withhold from any amount or benefit payable under this
Agreement or the Employment Agreement any taxes that it is required to withhold
by applicable law or regulation. The parties intend this Agreement to be
governed by and subject to the requirements of Section 409A of the Internal
Revenue Code (the “Code“), as amended, and the Treasury Department
regulations and other authoritative guidance issued thereunder, and shall be
interpreted and administered in accordance with the intent that you not be
subject to tax under Section 409A of the Code (to the extent such

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rules are applicable to payments or benefits under this Agreement). If any
provision of the Agreement would otherwise conflict with or frustrate this
intent, that provision will be interpreted and deemed amended so as to avoid the
conflict. Payments to you under the Gannett Supplemental Retirement Plan and the
Gannett Co., Inc. Deferred Compensation Plan will be made in accordance with
your prior elections and shall not commence until six months after the
Separation Date. Notwithstanding anything to the contrary contained herein, in
the event that Gannett or you determines that payments or benefits under this
Agreement would otherwise violate Section 409A of the Code, such payments or
benefits shall not commence until six months after the Separation Date to the
extent that such delay is necessary to comply with Section 409A. You shall pay
Gannett for the Gannett benefits listed under the headings “Home Office”, “Legal
and Financial Services”, and “Company Facilities” in Exhibit A of the Employment
Agreement (at fair market value rates) during the six month period after your
Separation Date and you shall be reimbursed for such payments on the first day
of the seventh month after the Separation Date. All in-kind benefits and expense
reimbursements shall be provided and made in accordance with Treasury Regulation
Section 1.409A-3(i)(1)(iv), which generally requires (i) that the amount of
expenses eligible for reimbursement, or in-kind benefits provided, during a
calendar year may not affect the expenses eligible for reimbursement, or in-kind
benefits to be provided, in any other taxable year; (ii) the reimbursement of an
eligible expense is made on or before the last day of the calendar year
following the calendar year in which the expense was incurred; and (iii) the
right to reimbursement or in-kind benefits is not subject to liquidation or
exchange for another benefit.

10. Please review this Agreement carefully. We advise you to talk with an
attorney before signing this Agreement. So that you may have enough opportunity
to think about this offer, you may keep this Agreement for twenty-one (21) days
from the date of termination of your employment. You acknowledge and agree that
the twenty-one (21) day consideration period identified in this paragraph
commenced to run, without any further action by Gannett immediately upon your
being advised of the termination of your employment, at which time you were
provided with a copy of this Agreement. Consequently, if you desire to execute
this Agreement, you must do so no later than October 27, 2011, and you may do so
earlier, solely at your option. Should

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you accept all the terms by signing this Agreement on or before October 27,
2011, you may nevertheless revoke this Agreement within seven (7) days after
signing it by notifying Todd A. Mayman in writing of your revocation. We will
provide a courtesy copy to your attorney, if you retain one to represent you.

If you wish to accept this Agreement, please confirm your acceptance of the
terms of the Agreement by signing the original of this Agreement in the space
provided below. The Agreement will become effective, and its terms will be
carried out beginning on the day following the expiration of the seven (7) day
revocation period.

11. By signing this Agreement you agree that you have carefully read this
Agreement and understand its terms. You also agree that you have had a
reasonable opportunity to think about your decision, to talk with an attorney or
advisor of your choice (and that you have been advised to consult with counsel
of your choosing), that you have voluntarily signed this Agreement, and that you
fully understand the legal effect of signing this Agreement.

12. This Agreement shall be governed by and construed under and in accordance
with the laws of the Commonwealth of Virginia without regard to principles of
conflicts of laws.

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

Date: October 6, 2011				/s/ Craig A. Dubow
				Craig A. Dubow

				GANNETT CO., INC.
Date: October 6, 2011				/s/ Todd Mayman
				By: Todd Mayman
				Its: Senior Vice President, General Counsel and Secretary

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Schedule I

Awards

Stock Options

Option		Exercise Price				Grant Date				Expiration Date				Post-2005 Award
70,000		$	69.35				December 4, 2001				December 2, 2011
80,000		$	70.21				December 3, 2002				December 3, 2012
77,000		$	87.33				December 12, 2003				December 12, 2013
69,000		$	80.90				December 10, 2004				December 10, 2012
225,000		$	71.94				July 15, 2005				December 10, 2012				X
200,000		$	60.29				December 9, 2005				December 9, 2013				X
300,000		$	61.26				February 28, 2007				February 27, 2015				X
225,000		$	31.75				February 27, 2008				February 26, 2016				X
500,000		$	3.75				February 25, 2009				February 24, 2017				X
480,000		$	15.00				February 24, 2010				February 23, 2018				X
235,000		$	16.23				February 23, 2011				February 22, 2019				X

Restricted Stock Units

Units		Grant Date		Expiration Date
35,000		December 7, 2007			December 7, 2011
100,000		December 12, 2008			December 12, 2012
100,000		December 11, 2009			December 11, 2013
110,000		December 10, 2014			December 10, 2014