{"id":40261,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/performance-shares-award-agreement-gannett-co-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"performance-shares-award-agreement-gannett-co-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/performance-shares-award-agreement-gannett-co-inc.html","title":{"rendered":"Performance Shares Award Agreement – Gannett Co. Inc."},"content":{"rendered":"

AWARD AGREEMENT <\/strong><\/p>\n

PERFORMANCE SHARES <\/strong><\/p>\n

The Executive Compensation Committee of the Gannett Board of Directors has
\napproved your opportunity to receive Performance Shares (referred to herein as
\n“Performance Shares”) under the 2001 Omnibus Incentive Compensation Plan
\n(Amended and Restated as of May 4, 2010), as set forth below.<\/p>\n

This Award Agreement and the enclosed Terms and Conditions effective as of ,
\n20 , constitute the formal agreement governing this award.<\/p>\n

Please sign both copies of this Award Agreement to evidence your agreement
\nwith the terms hereof. Keep one copy and return the other to the undersigned.\n<\/p>\n

Please keep the enclosed Terms and Conditions for future reference.<\/p>\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

Employee:<\/p>\n<\/td>\n

<\/td>\n\n

Location:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Grant Date: __\/__\/__<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Performance Period Commencement Date: __\/__\/__<\/p>\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Performance Period End Date:<\/p>\n<\/td>\n

<\/td>\n\n

__\/__\/__ [The date that is three years after the Performance Period
\nCommencement Date.]<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Performance Share Payment Date:<\/p>\n<\/td>\n

<\/td>\n\n

__\/__\/__ [On a date that is within two and one-half months after the
\nPerformance Period End Date.] <\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Target Number of Performance Shares: *<\/p>\n

* The actual number of Performance Shares you may receive will be adjusted
\nupward or downward depending on the Company153s performance versus certain
\ndesignated companies and your continued employment with the Company, as more
\nfully explained in the enclosed Terms and Conditions.<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Gannett Co., Inc.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Employee153s Signature<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Roxanne V. Horning<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Senior Vice President\/Human Resources<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

PERFORMANCE SHARES <\/strong><\/p>\n

TERMS AND CONDITIONS <\/strong><\/p>\n

Under the <\/strong><\/p>\n

Gannett Co., Inc. <\/strong><\/p>\n

2001 Omnibus Incentive Compensation Plan (Amended
\nand Restated as of May 4, 2010)<\/u><\/strong><\/p>\n

These Terms and Conditions, dated , 20 , govern the right of the employee
\n(the “Employee”) designated in the Award Agreement dated coincident with these
\nTerms and Conditions to receive Performance Shares (referred to herein as
\n“Performance Shares”). Generally, the Employee will not receive any Performance
\nShares unless the specified service and performance requirements set forth
\nherein are satisfied. The Performance Shares are granted under, and are subject
\nto, the Gannett Co., Inc. (the “Company”) 2001 Omnibus Incentive Compensation
\nPlan (Amended and Restated as of May 4, 2010) (the “Plan”). Terms used herein
\nthat are defined in the Plan shall have the meaning ascribed to them in the
\nPlan. If there is any inconsistency between these Terms and Conditions and the
\nterms of the Plan, the Plan153s terms shall supersede and replace the conflicting
\nterms herein.<\/p>\n

1. Grant of Performance Shares<\/u>. Pursuant to the provisions of (i) the
\nPlan, (ii) the individual Award Agreement governing the grant, and (iii) these
\nTerms and Conditions, the Employee may be entitled to receive Performance
\nShares. Each Performance Share that becomes payable shall entitle the Employee
\nto receive from the Company one share of the Company153s common stock (“Common
\nStock”) upon the expiration of the Incentive Period. The actual number of
\nPerformance Shares an Employee will receive will be calculated in the manner
\ndescribed in these Terms and Conditions, including Exhibit A, and may be
\ndifferent than the Target Number of Performance Shares set forth in the Award
\nAgreement.<\/p>\n

\n

2. Incentive Period<\/u>. Except as otherwise provided in Section 13 below,
\nthe Incentive Period in respect of the Performance Shares shall commence on the
\nPerformance Period Commencement Date specified in the Award Agreement and end on
\nthe Performance Period End Date specified in the Award Agreement.<\/p>\n

3. No Dividend Equivalents<\/u>. No dividend equivalents shall be paid to
\nthe Employee with regard to the Performance Shares.<\/p>\n

4. Delivery of Shares<\/u>. The Company shall deliver to the Employee a
\ncertificate or certificates, or at the election of the Company make an
\nappropriate book-entry, for the number of shares of Common Stock equal to the
\nnumber of Performance Shares that have been earned based on the Company153s
\nperformance during the Incentive Period as set forth in Exhibit A and
\nsatisfaction of the terms and conditions set forth herein, which number of
\nshares shall be reduced by the value of all taxes which the Company is required
\nby law to withhold by reason of such delivery. Such delivery shall take place on
\nthe Performance Share Payment Date. An Employee shall have no further rights
\nwith regard to the Performance Shares once the underlying shares of Common Stock
\nhave been delivered.<\/p>\n

5. Forfeiture and Cancellation of Right to Receive Performance
\nShares<\/u>.<\/p>\n

(a) Termination of Employment<\/u>. Except as provided in Sections 6, 13
\nand 14 below an Employee153s right to receive Performance Shares shall
\nautomatically be cancelled upon the Employee153s termination of employment (as
\nwell as an event that results in the Employee153s employer ceasing to be a
\nsubsidiary of the Company) prior to the Performance Period End Date, and in such
\nevent the Employee shall not be entitled to receive any shares of Common Stock
\nin respect thereof.<\/p>\n

-2-<\/p>\n

\n

(b) Recovery of Performance Shares in Restatement Situations<\/u>. The
\nCompany will, to the extent permitted or required by governing law or
\nregulations, as may be amended from time to time, or its recoupment or clawback
\npolicy, as may be amended from time to time, require reimbursement of any
\nPerformance Shares paid to the Employee after the date hereof where (a) the
\nCompany is required to prepare an accounting restatement due to material
\nnon-compliance with any financial reporting requirements under the securities
\nlaws; (b) the payment of the Performance Shares was predicated upon the
\nCompany153s financial results; and (c) a lower payment would have been made to the
\nEmployee based upon the restated financial results. In each such instance, the
\nCompany will seek to recover the Employee153s relevant Performance Shares paid
\nover a period of no less than three years prior to the restatement, regardless
\nof whether the Employee is then employed by the Company.<\/p>\n

6. Death, Disability, Retirement<\/u>. Except as provided in Sections 13 or
\n14 below, in the event that the employment of the Employee shall terminate prior
\nto the Performance Period End Date by reason of death, permanent disability (as
\ndetermined under the Company153s Long Term Disability Plan), termination of
\nemployment after attaining age 65, or termination of employment after both
\nattaining age 55 and completing at least 5 years of service, the Employee (or in
\nthe case of the Employee153s death, the Employee153s estate or designated
\nbeneficiary) shall be entitled to receive at the Performance Share Payment Date
\nthe number of shares of Common Stock equal to the product of (i) the total
\nnumber of shares in respect of such Performance Shares which the Employee would
\nhave been entitled to receive upon the expiration of the Incentive Period had
\nthe Employee153s employment not terminated, and (ii) a fraction, the numerator of
\nwhich shall be the number of full calendar months between the Performance Period
\nCommencement Date and the date that employment terminated, and the denominator
\nof which<\/p>\n

-3-<\/p>\n

\n

shall be the number of full calendar months from the Performance Period
\nCommencement Date to the Performance Period End Date. [Alternative Section 6 for
\nawards of Performance Shares to the Company153s CEO: Termination of
\nEmployment<\/u>. Any right to receive Performance Shares shall not be partially
\nor fully cancelled upon a voluntary or involuntary termination of employment
\nduring the Incentive Period. Instead, the Employee153s right to receive
\nPerformance Shares will be determined assuming that the Employee remains in
\ncontinuous employment through the Incentive Period.]<\/p>\n

7. Non-Assignability<\/u>. Performance Shares may not be transferred,
\nassigned, pledged or hypothecated, whether by operation of law or otherwise, nor
\nmay the Performance Shares be made subject to execution, attachment or similar
\nprocess.<\/p>\n

8. Rights as a Shareholder<\/u>. The Employee shall have no rights as a
\nshareholder by reason of the Performance Shares.<\/p>\n

9. Discretionary Plan; Employment<\/u>. The Plan is discretionary in nature
\nand may be suspended or terminated by the Company at any time. With respect to
\nthe Plan, (a) each grant of Performance Shares is a one-time benefit which does
\nnot create any contractual or other right to receive future grants of
\nPerformance Shares, or benefits in lieu of Performance Shares; (b) all
\ndeterminations with respect to any such future grants, including, but not
\nlimited to, the times when the Performance Shares shall be granted, the number
\nof Performance Shares, and the Incentive Period, will be at the sole discretion
\nof the Company; (c) the Employee153s participation in the Plan shall not create a
\nright to further employment with the Employee153s employer and shall not interfere
\nwith the ability of the Employee153s employer to terminate the Employee153s
\nemployment relationship at any time with or without cause; (d) the Employee153s
\nparticipation in the Plan is voluntary; (e) the Performance Shares are not part
\nof normal and expected<\/p>\n

-4-<\/p>\n

\n

compensation for purposes of calculating any severance, resignation,
\nredundancy, end of service payment, bonuses, long-service awards, pension or
\nretirement benefits, or similar payments; and (f) the future value of the
\nPerformance Shares is unknown and cannot be predicted with certainty.<\/p>\n

10. Effect of Plan and these Terms and Conditions<\/u>. The Plan is hereby
\nincorporated by reference into these Terms and Conditions, and these Terms and
\nConditions are subject in all respects to the provisions of the Plan, including
\nwithout limitation the authority of the Executive Compensation Committee of the
\nCompany (the “Committee”) in its sole discretion to make interpretations and
\nother determinations with respect to all matters relating to the applicable
\nAward Agreements, these Terms and Conditions, the Plan and awards made pursuant
\nthereto. These Terms and Conditions shall apply to the grant of Performance
\nShares made to the Employee on the date hereof and shall not apply to any future
\ngrants of Performance Shares made to the Employee.<\/p>\n

11. Notices<\/u>. Notices hereunder shall be in writing and if to the
\nCompany shall be addressed to the Secretary of the Company at 7950 Jones Branch
\nDrive, McLean, Virginia 22107, and if to the Employee shall be addressed to the
\nEmployee at his or her address as it appears on the Company153s records.<\/p>\n

12. Successors and Assigns<\/u>. The applicable Award Agreement and these
\nTerms and Conditions shall be binding upon and inure to the benefit of the
\nsuccessors and assigns of the Company and, to the extent provided in Section 6
\nhereof, to the estate or designated beneficiary of the Employee.<\/p>\n

13. Change in Control Provisions<\/u>.<\/p>\n

-5-<\/p>\n

\n

Notwithstanding anything to the contrary in these Terms and Conditions, the
\nfollowing provisions shall apply to the right of an Employee to receive
\nPerformance Shares under the attached Award Agreement.<\/p>\n

(a) Definitions<\/u>.<\/p>\n

As used in Article 15 of the Plan and in these Terms and Conditions, a
\n“Change in Control” shall mean the first to occur of the following:<\/p>\n

(i) the acquisition by any individual, entity or group (within the meaning of
\nSection 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial
\nownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act)
\nof 20% or more of either (A) the then-outstanding shares of common stock of the
\nCompany (the “Outstanding Company Common Stock”) or (B) the combined voting
\npower of the then-outstanding voting securities of the Company entitled to vote
\ngenerally in the election of directors (the “Outstanding Company Voting
\nSecurities”); provided, however, that, for purposes of this Section, the
\nfollowing acquisitions shall not constitute a Change in Control: (i) any
\nacquisition directly from the Company, (ii) any acquisition by the Company,
\n(iii) any acquisition by any employee benefit plan (or related trust) sponsored
\nor maintained by the Company or one of its affiliates or (iv) any acquisition
\npursuant to a transaction that complies with Sections 13(a)(iii)(A),
\n13(a)(iii)(B) and 13(a)(iii)(C);<\/p>\n

(ii) individuals who, as of the date hereof, constitute the Board (the
\n“Incumbent Board”) cease for any reason to constitute at least a majority of the
\nBoard; provided, however, that any individual becoming a director subsequent to
\nthe date hereof whose election or nomination for election by the Company153s
\nstockholders was approved by a vote of at least a majority of the directors then
\ncomprising the Incumbent Board shall be considered as though<\/p>\n

-6-<\/p>\n

\n

such individual were a member of the Incumbent Board, but excluding, for this
\npurpose, any such individual whose initial assumption of office occurs as a
\nresult of an actual or threatened election contest with respect to the election
\nor removal of directors or other actual or threatened solicitation of proxies or
\nconsents by or on behalf of a Person other than the Board;<\/p>\n

(iii) consummation of a reorganization, merger, statutory share exchange or
\nconsolidation or similar corporate transaction involving the Company or any of
\nits subsidiaries, a sale or other disposition of all or substantially all of the
\nassets of the Company, or the acquisition of assets or stock of another entity
\nby the Company or any of its subsidiaries (each, a “Business Combination”), in
\neach case, unless, following such Business Combination, (A) all or substantially
\nall of the individuals and entities that were the beneficial owners of the
\nOutstanding Company Common Stock and the Outstanding Company Voting Securities
\nimmediately prior to such Business Combination beneficially own, directly or
\nindirectly, more than 50% of the then-outstanding shares of common stock and the
\ncombined voting power of the then-outstanding voting securities entitled to vote
\ngenerally in the election of directors, as the case may be, of the corporation
\nor entity resulting from such Business Combination (including, without
\nlimitation, a corporation or entity that, as a result of such transaction, owns
\nthe Company or all or substantially all of the Company153s assets either directly
\nor through one or more subsidiaries) in substantially the same proportions as
\ntheir ownership immediately prior to such Business Combination of the
\nOutstanding Company Common Stock and the Outstanding Company Voting Securities,
\nas the case may be, (B) no Person (excluding any employee benefit plan (or
\nrelated trust) of the Company or any corporation or entity resulting from such
\nBusiness Combination) beneficially owns, directly or indirectly, 20% or more of,
\nrespectively, the then-outstanding shares of common stock of the corporation or
\nentity resulting from such Business<\/p>\n

-7-<\/p>\n

\n

Combination or the combined voting power of the then-outstanding voting
\nsecurities of such corporation or entity, except to the extent that such
\nownership existed prior to the Business Combination, and (C) at least a majority
\nof the members of the board of directors of the corporation or entity resulting
\nfrom such Business Combination were members of the Incumbent Board at the time
\nof the execution of the initial agreement or of the action of the Board
\nproviding for such Business Combination; or<\/p>\n

(iv) approval by the stockholders of the Company of a complete liquidation or
\ndissolution of the Company.<\/p>\n

(b) Acceleration Provisions<\/u>. In the event of the occurrence of a
\nChange in Control, the vesting of the Performance Shares shall be accelerated
\nand, if such Change in Control constitutes a “change in control event” within
\nthe meaning of Section 409A of the Code, there shall be paid out to the Employee
\nwithin thirty (30) days following the effective date of the Change in Control,
\nthe full number of shares of Common Stock subject to the Performance Shares
\nbased on the Company153s performance as of the date of the Change in Control as
\ndescribed in Exhibit A. In the event of the occurrence of a Change in Control
\nthat is not a “change in control event” within the meaning of Section 409A of
\nthe Code, the vesting of the Performance Shares shall be accelerated and the
\nPerformance Shares shall be paid out at the earlier of the Employee153s
\ntermination of employment (subject to Section 17) or the Performance Share
\nPayment Date.<\/p>\n

(c) Legal Fees.<\/u> The Company shall pay all legal fees, court costs,
\nfees of experts and other costs and expenses when incurred by Employee in
\nconnection with any actual, threatened or contemplated litigation or legal,
\nadministrative or other proceedings involving the provisions of this Section 13,
\nwhether or not initiated by the Employee. The Company agrees to pay such<\/p>\n

-8-<\/p>\n

\n

amounts within 10 days following the Company153s receipt of an invoice from the
\nEmployee, provided that the Employee shall have submitted an invoice for such
\namounts at least 30 days before the end of the calendar year next following the
\ncalendar year in which such fees and disbursements were incurred.<\/p>\n

14. Employment Agreements or Similar Agreements<\/u>. The provisions of
\nSections 5, 6 and 13 of these Terms and Conditions shall not be applied to or
\ninterpreted in a manner which would decrease the rights held by, or the payments
\nowing to, an Employee under an employment agreement, termination benefits
\nagreement or similar agreement with the Company that pre-exists the Grant Date
\nand contains specific provisions applying to Plan awards in the case of any
\nchange in control or similar event or termination of employment, and if there is
\nany conflict between the terms of such employment agreement or termination
\nbenefits agreement and the terms of Sections 5, 6 or 13, the employment
\nagreement or termination benefits agreement shall control. [Additional language
\nfor awards of Performance Shares to the Company153s CEO: For the avoidance of
\ndoubt, this award shall not be treated as an award under the Long Term Incentive
\nPlan or any successor or replacement plan].<\/p>\n

15. Grant Subject to Applicable Regulatory Approvals<\/u>. Any grant of
\nPerformance Shares under the Plan is specifically conditioned on, and subject
\nto, any regulatory approvals required in the Employee153s country. These approvals
\ncannot be assured. If necessary approvals for grant or payment are not obtained,
\nthe Performance Shares may be cancelled or rescinded, or they may expire, as
\ndetermined by the Company in its sole and absolute discretion.<\/p>\n

16. Applicable Laws and Consent to Jurisdiction<\/u>. The validity,
\nconstruction, interpretation and enforceability of this Agreement shall be
\ndetermined and governed by the laws of the State of Delaware without giving
\neffect to the principles of conflicts of law. For the<\/p>\n

-9-<\/p>\n

\n

purpose of litigating any dispute that arises under this Agreement, the
\nparties hereby consent to exclusive jurisdiction in Virginia and agree that such
\nlitigation shall be conducted in the courts of Fairfax County, Virginia or the
\nfederal courts of the United States for the Eastern District of Virginia.<\/p>\n

17. Compliance with Section 409A<\/u>. This Award is intended to comply
\nwith the requirements of Section 409A, and shall be interpreted and administered
\nin accordance with that intent (e.g., the definition of “termination of
\nemployment” (or similar term used herein) shall have the meaning ascribed to
\n“separation from service” under Section 409A). If any provision of these Terms
\nand Conditions would otherwise conflict with or frustrate this intent, the
\nprovision shall not apply. If the Employee is a “specified employee” (within the
\nmeaning of Code Section 409A and the regulations and guidance issued thereunder
\n(“Section 409A”)) and if delivery of shares is being made in connection with the
\nEmployee153s separation from service other than by reason of the Employee153s death,
\ndelivery of the shares shall be delayed until six months and one day after the
\nEmployee153s separation from service with the Company (or, if earlier than the end
\nof the six-month period, the date of the Employee153s death).<\/p>\n

-10-<\/p>\n

\n

Exhibit A <\/strong><\/p>\n

Performance Share Calculation <\/strong><\/p>\n

The number of Performance Shares to which the Employee will be entitled to
\nreceive if the Employee satisfies the applicable service requirements will be
\ncalculated based on how the Company153s Total Shareholder Return compares to the
\nTotal Shareholder Return of the Comparator Companies during the Incentive Period
\n(i.e., the Company153s Total Shareholder Return will be ranked against the Total
\nShareholder Return of the Comparator Companies). Specifically, the Committee
\nshall calculate the number of Performance Shares that may be paid to the
\nEmployee by multiplying the Employee153s Target Number of Performance Shares by
\nthe applicable percentage determined under the following chart:<\/p>\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Company153s Percentile in 3-Year<\/strong><\/p>\n

TSR vs. Comparator Companies<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Resulting Shares<\/strong><\/p>\n

Earned (% of<\/strong><\/p>\n

Target)<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Value of Each Share Earned<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

90th<\/sup> or above<\/p>\n<\/td>\n

<\/td>\n\n

200%<\/p>\n<\/td>\n

<\/td>\n\n

Each share earned is also impacted by<\/p>\n

share price change during the cycle<\/p>\n<\/td>\n<\/tr>\n

\n

70th<\/sup><\/p>\n<\/td>\n

<\/td>\n\n

150%<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

50th<\/sup><\/p>\n<\/td>\n

<\/td>\n\n

100%<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

30th<\/sup><\/p>\n<\/td>\n

<\/td>\n\n

50%<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

<30th<\/sup><\/p>\n<\/td>\n

<\/td>\n\n

0%<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Straight-line interpolation between points<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Total Shareholder Return will be calculated from the first day of the
\nIncentive Period to the applicable measurement date. For purposes of calculating
\nthe payout, the Company153s performance versus the Comparator Companies will be
\nbased on the average payout that would be made based on the Company153s cumulative
\nTotal Shareholder Return relative to the Comparator Companies at the end of each
\nof the last 4 quarters of the Incentive Period (i.e., the Company153s Total
\nShareholder Return will be compared to the Total Shareholder Return of each
\nComparator Company on the last four quarters in the Incentive Period and the
\naverage of such results will be used to calculate the payout).<\/p>\n

Other Rules<\/u>:<\/p>\n

1. The maximum share price used to determine the value of the shares earned
\n(but not the relative Total Shareholder Return calculation itself) will be 300%
\nof the price of the shares on the Performance Period Commencement Date. For
\nexample, if the Company153s share price is $10 on the Performance Period
\nCommencement Date, the Employee153s Target Number of Shares is 100, the Employee
\nearns 200% of the Target Number of Shares (or 200 shares), the value of such
\nshares on the Performance Share Payment Date is $50, the number of the shares
\nwill be reduced because the value of the shares on the Performance Share Payment
\nDate exceeds 300% of the value of the shares on the Performance Period
\nCommencement Date. Specifically, the award to the Employee would be reduced to
\n120 shares (i.e., (200 shares x (300% x $10)\/$50)).<\/p>\n

2. Comparator Companies that go bankrupt (and thus no longer traded) during
\nthe Incentive Period will remain in the group at -100% Total Shareholder Return.\n<\/p>\n

-11-<\/p>\n

\n

3. Comparator Companies that are acquired will be treated in one of two ways:\n<\/p>\n

(a) If acquired during the first year of the Incentive Period, the Comparator
\nCompany will be excluded from all calculations.<\/p>\n

(b) If acquired after the first year of the Incentive Period, the positioning
\nof the Comparator Company will be fixed above or below the Company based on the
\nCompany153s and the Comparator Company153s Total Shareholder Returns through the day
\npreceding the acquisition announcement.<\/p>\n

Definitions<\/u>:<\/p>\n

Total Shareholder Return means a fraction whose numerator is the stock price
\nchange plus dividends paid on such stock (which are assumed to be reinvested in
\nthe stock) and whose denominator is the stock price on the Performance Period
\nCommencement Date.<\/p>\n

Comparator Companies means the New York Times Co., McClatchy Co., Lee
\nEnterprises Inc., E.W. Scripps, Media General, A.H. Belo Corp., Journal
\nCommunications Inc., Belo Corp., Washington Post, Meredith Corp., News Corp.,
\nYahoo Inc., Discovery Communications Inc., and Monster Worldwide Inc.<\/p>\n

Change In Control <\/u><\/strong><\/p>\n

In the event of a Change in Control to the Company and provided that the
\nEmployee153s right to receive Performance Shares has not previously been
\ncancelled, the number of Performance Shares an Employee may be paid will be
\ncalculated based on the Company153s relative Total Shareholder Return positioning
\non the date of the Change in Control and there will be no four quarter
\naveraging. Notwithstanding the foregoing, if the Change in Control occurs in the
\nfirst six (6) months of the Incentive Period, the Employee will, instead,
\nreceive the Target Number of Performance Shares as set forth in the Employee153s
\nAward Agreement; provided that the Employee153s right to receive Performance
\nShares has not previously been cancelled.<\/p>\n

Code Section 162(m) <\/u><\/strong><\/p>\n

This Award is intended to comply with the requirements of Internal Revenue
\nCode Section 162(m) and the provisions of this Award shall be interpreted and
\nadministered consistently with that intent. In that light, the following rules
\nshall apply to the award:<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

The Committee shall have the authority to adjust the number of Performance
\nShares that are payable under the Award Agreement, adjust the Total Shareholder
\nReturn calculations or alter the methodology for calculating the number of
\nPerformance Shares to the extent permitted by Code Section 162(m) and the Plan,
\nincluding the effects of a stock split, reverse stock split, stock dividend,
\nspin-off or similar transaction.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

The aggregate grant with respect to awards of Performance Shares or
\nRestricted<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

-12-<\/p>\n

\n

Stock Units made in any one fiscal year to any one participant under the Plan
\nmay not exceed the value of five hundred thousand (500,000) Shares.<\/p>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

Before any Performance Shares are paid to the Employee, the Committee will
\ncertify, in writing, the Company153s satisfaction of the pre-established
\nperformance target and the number of Performance Shares payable to the Employee.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

-13-<\/p>\n

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