TERMINATION BENEFITS AGREEMENT<\/p>\n
This Termination Benefits Agreement (“Agreement”) is made as of March 16,
\n2011 between Gannett Co., Inc., a Delaware corporation (“Gannett”), and David
\nPayne (“Payne”).<\/p>\n
Gannett desires to appoint Payne as its Senior Vice President and Chief
\nDigital Officer and, to secure his acceptance of this position, desires to
\nmemorialize the compensation and benefits he would receive in the event his
\nemployment terminates under certain circumstances.<\/p>\n
Gannett and Payne hereby agree as follows:<\/p>\n
1. Termination of Employment by Payne<\/u>. Payne shall have the right to
\nterminate his employment with Gannett for “Good Reason” upon 30 days153 written
\nnotice to Gannett given within 90 days following the occurrence of any of the
\nfollowing events, each of which shall constitute a “Good Reason” for such
\ntermination:<\/p>\n
(a) Payne is not elected or retained as Senior Vice President and Chief
\nDigital Officer (or a substantially similar title or such other senior executive
\nposition as Payne may agree in writing to serve in);<\/p>\n
(b) Gannett acts to materially reduce Payne153s duties, responsibilities, or
\nauthority of his position and Gannett does not remedy such situation within 30
\ndays after receipt of written notice from Payne;<\/p>\n
(c) Gannett materially breaches this Agreement and Gannett does not remedy
\nsuch breach within 30 days after receipt of written notice from Payne.<\/p>\n
2. Termination of Employment by Gannett<\/u>. Gannett shall have the right
\nto terminate Payne153s employment for “Good Cause” upon written notice to Payne
\ndescribing in detail the event that constitutes Good Cause following the
\noccurrence of any of the following events, each of which shall constitute a
\n“Good Cause” for such termination:<\/p>\n
(a) intentional misappropriation of Gannett funds or property by Payne;<\/p>\n
(b) unreasonable and persistent neglect or refusal by Payne to perform the
\nduties of his position which he does not remedy within 30 days after receipt of
\nwritten notice from Gannett specifying such alleged neglect or persistent
\nrefusal to perform;<\/p>\n
(c) material breach by Payne of this Agreement which he does not remedy
\nwithin 30 days after receipt of written notice from Gannett specifying such
\nalleged material breach; or<\/p>\n
(d) conviction of Payne of a felony.<\/p>\n
Gannett may also terminate Payne153s employment for convenience (i.e., for any
\nreason other than Good Cause), subject to the applicable provisions of this
\nAgreement that are intended to survive termination of employment.<\/p>\n
3. Consequence of Termination of Employment<\/u>. If Payne terminates his
\nemployment with Gannett for any reason other than Good Reason or Gannett
\nterminates his employment for Good Cause, Payne shall have no further rights and
\nGannett shall have no further obligations under this Agreement except as may be
\nrequired by applicable labor, employment and wage payment law. If Payne
\nterminates his employment for Good Reason or Gannett terminates Payne153s
\nemployment for convenience, then conditioned upon and subject to Payne executing
\na valid release agreement in such form as Gannett may reasonably require with
\nrespect to claims which Payne or his estate or beneficiaries may have arising
\nout of Payne153s employment (the “Release”), the following shall apply:<\/p>\n
(a) Payne shall be paid in accordance with normal payroll practices all
\nearned but unpaid compensation, accrued vacation and accrued but unreimbursed
\nexpenses required to be reimbursed through the date his employment terminates
\n(the “Termination Date”); and<\/p>\n
(b) Gannett shall pay to Payne on the 30th<\/sup> day after the Notwithstanding the foregoing, Section 3(b) above shall not apply if the 4. Legal Expenses and Interest<\/u>. If, with respect to any alleged 5. Transferability<\/u>. The rights, benefits and obligations of Gannett 2<\/p>\n Whenever the term “Gannett” is used in this Agreement, such term shall mean 6. Severability<\/u>. If any provision of this Agreement or the application 7. Amendment; Waiver<\/u>. This Agreement contains the entire agreement of 8. Tax Withholding<\/u>. Gannett may withhold from any payments due to 9. Restrictive Covenant<\/u>.<\/p>\n (a) Payne agrees that (i) during the period of his employment hereunder and (b) Payne understands and agrees that the relationship between Gannett and (c) For the purposes of this Section 9, “Competitive Services” means the 3<\/p>\n non-daily publications, television, radio, cable, digital, Internet, and (d) Payne agrees that due to his position of trust and confidence the (e) Payne acknowledges that a breach of this Section 9 will cause irreparable (f) In the event of Payne153s breach of this Section 9, in addition to the (g) In the event that any provision of this Section 9 is held to be in any 10. Confidentiality<\/u>. Payne agrees to keep confidential the existence 11. Section 409A<\/u>. The parties intend that benefits under this 4<\/p>\n of the Agreement would otherwise conflict with or frustrate this intent, that 12. Recovery of Compensation in Restatement Situations<\/u>. Gannett will, 13. Governing Law<\/u>. This Agreement shall be governed by and construed 14. Term<\/u>. This Agreement shall automatically expire and be of no IN WITNESS WHEREOF, the parties have executed this Agreement as of the date GANNETT CO., INC.<\/p>\n<\/td>\n<\/tr>\n By:<\/p>\n<\/td>\n \/s\/ Gracia C. Martore<\/p>\n<\/td>\n<\/tr>\n Gracia C. Martore<\/p>\n<\/td>\n<\/tr>\n President and Chief Operating Officer<\/p>\n<\/td>\n<\/tr>\n \/s\/ David Payne<\/p>\n<\/td>\n<\/tr>\n David Payne<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n 5<\/p>\n <\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7599],"corporate_contracts_industries":[9467],"corporate_contracts_types":[9539,9551],"class_list":["post-40725","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-gannett-co-inc","corporate_contracts_industries-media__newspapers","corporate_contracts_types-compensation","corporate_contracts_types-compensation__severance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40725","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40725"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40725"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40725"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40725"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}
\nTermination Date provided that the Release has become effective and
\nnon-revocable as of that date, a cash lump sum severance payment equal to the
\nsum of (i) his annual base salary in effect on the Termination Date and (ii) the
\ngreater of (A) his most recent annual bonus as of the Termination Date or (B)
\nthe average of his three most recent annual bonuses as of the Termination Date.\n<\/p>\n
\nRelease does not become effective and non-revocable within 30 days after Payne153s
\nTermination Date, and Payne shall have no rights under such section if the
\nRelease does not become effective and non-revocable by the 30th day after
\nPayne153s Termination Date. Payne shall not be required to mitigate damages or the
\namount of any payment provided for under this Agreement by seeking other
\nemployment or otherwise, nor will any payments hereunder be subject to offset in
\nrespect of any claims which Gannett may have against Payne, nor shall the amount
\nof any payment or benefit provided for in this Section 3 be reduced by any
\ncompensation earned as a result of Payne153s employment with another employer. If
\nPayne is entitled to receive a change in control payment under any Gannett
\ntransitional compensation or change in control plan then in effect, the amount
\ndetermined under Section 3(b) shall be offset by the amount paid to Payne under
\nsuch transitional compensation or change in control plan.<\/p>\n
\nfailure by Gannett to comply with any of the terms of this Agreement, Payne
\ninstitutes or responds to legal action to assert or defend the validity of,
\nenforce his rights under, or recover damages for breach of this Agreement and
\nthereafter Gannett is found in a judgment no longer subject to review or appeal
\nto have breached this Agreement in any material respect, then Gannett shall
\nindemnify Payne for his reasonable attorneys153 fees and costs in connection with
\nsuch legal action. Gannett shall pay Payne such indemnified expenses by the end
\nthe calendar year in which such judgment is reached or, if later, by the 15th
\nday of the third month after the date on which such judgment is reached.<\/p>\n
\nunder this Agreement shall be transferable, and all covenants and agreements
\nhereunder shall inure to the benefit of and be enforceable by or against, its
\nsuccessors and assigns.<\/p>\n
\n
\nand include Gannett Co., Inc. and its successors and assigns. The rights and
\nbenefits of Payne under this Agreement shall not be transferable other than
\nrights to property or compensation that may pass on his death to his estate or
\nbeneficiaries through his will or the laws of descent and distribution.<\/p>\n
\nthereof is held invalid or unenforceable, the invalidity or unenforceability
\nthereof shall not affect any other provisions of this Agreement which can be
\ngiven effect without the invalid or unenforceable provision, and to this end the
\nprovisions of this Agreement are to be severable.<\/p>\n
\nthe parties with respect to the matters contained herein. No amendment or
\nmodification of this Agreement shall be valid unless evidenced by a written
\ninstrument executed by the parties hereto. No waiver by either party of any
\nbreach by the other party of any provision or conditions of this Agreement shall
\nbe deemed a waiver of any similar or dissimilar provision or condition at the
\nsame or any prior or subsequent time.<\/p>\n
\nPayne hereunder, such amounts as its independent public accountants may
\ndetermine are required to be withheld under applicable federal, state and local
\ntax laws.<\/p>\n
\n(ii) provided that Payne has received the payment under Section 3(b) above, or
\nif Payne is terminated for Good Cause as defined in Section 2, for a period of
\none (1) year after he ceases employment, he will not, without the written
\nconsent of Gannett, seek or obtain a position with a Competitor (as defined
\nbelow) in which Payne will use or is likely to use any confidential information
\nor trade secrets of Gannett, or in which Payne has duties for such Competitor
\nwithin the United States that involve Competitive Services (as defined below)
\nand that are the same or similar to those services actually performed by Payne
\nfor Gannett.<\/p>\n
\neach of its employees constitutes a valuable asset of Gannett and may not be
\nconverted to Payne153s own use. Accordingly, Payne hereby agrees that (i) during
\nthe period of his employment hereunder and (ii) for a period of six months after
\nhe ceases employment, Payne shall not directly or indirectly, on his own behalf
\nor on behalf of another person, solicit or induce any employee to terminate his
\nor her employment relationship with Gannett or any affiliate of Gannett or to
\nenter into employment with another person. The foregoing shall not apply to
\nemployees who respond to solicitations of employment directed to the general
\npublic or who seek employment at their own initiative.<\/p>\n
\nprovision of goods or services that are competitive with any goods or services
\noffered by Gannett as of the date of this Agreement, including, but not limited
\nto newspapers,<\/p>\n
\n
\nother news and information services, and “Competitor” means any individual or
\nany entity or enterprise engaged, wholly or in part, in Competitive Services.
\nThe parties acknowledge that Gannett may from time to time during the term of
\nthis Agreement change or increase the line of goods or services it provides, and
\nPayne agrees to amend this Agreement from time to time to include such different
\nor additional goods and services to the definition of “Competitive Services” for
\npurposes of this Section 9.<\/p>\n
\nrestrictions contained in this Section 9 are reasonable, and the benefits
\nconferred on his in this Agreement, including his compensation, are adequate
\nconsideration, and since the nature of Gannett153s business is national in scope,
\nthe geographic restriction herein is reasonable.<\/p>\n
\ninjury and damage, which cannot be reasonably or adequately compensated by money
\ndamages. Accordingly, he acknowledges that the remedies of injunction and
\nspecific performance shall be available in the event of such a breach, and
\nGannett shall be entitled to money damages, costs and attorneys153 fees, and other
\nlegal or equitable remedies, including an injunction pending trial, without the
\nposting of bond or other security. Any period of restriction set forth in this
\nSection 9 shall be extended for a period of time equal to the duration of any
\nbreach or violation thereof.<\/p>\n
\ninjunctive relief described above, Gannett153s remedy shall include (i) the right
\nto require Payne to account for and pay over to Gannett all compensation,
\nprofits, monies, accruals, increments or other benefits derived or received by
\nPayne as the result of any transactions constituting a breach of the restrictive
\ncovenants in this Section 9, and (ii) in the case of a breach during the period
\ndescribed in Section 9(a)(ii) or 9(b)(ii) above, the forfeiture and return to
\nGannett of any payment made under Section 3(b) above.<\/p>\n
\nrespect an unreasonable restriction, then the court so holding may modify the
\nterms thereof, including the period of time during which it operates or the
\ngeographic area to which it applies, or effect any other change to the extent
\nnecessary to render this Section 9 enforceable, it being acknowledged by the
\nparties that the representations and covenants set forth herein are of the
\nessence of this Agreement.<\/p>\n
\nof this Agreement and its terms; provided however, that Payne may disclose such
\nterms as are required by law; to his legal, financial and tax advisors and
\nprofessionals; and to members of his immediate family.<\/p>\n
\nAgreement are to be either exempt from, or comply with, the requirements of
\nSection 409A of the Code, as amended, and the Treasury Department regulations
\nand other authoritative guidance issued thereunder, and shall be interpreted and
\nadministered in accordance with the intent that Payne not be subject to tax
\nunder Section 409A of the Code. If any provision<\/p>\n
\n
\nprovision will be interpreted and deemed amended so as to avoid the conflict.
\nAny reference in this Agreement to “terminates employment”, “employment
\nterminates”, or similar phrase shall mean an event that constitutes a
\n“separation from service” within the meaning of Section 409A. Notwithstanding
\nanything to the contrary contained herein, in the event that Gannett determines
\nthat payments or benefits under this Agreement would otherwise be subject to tax
\nunder Section 409A of the Code because Payne is a “specified employee” within
\nthe meaning of Section 409A of the Code, such payments or benefits shall not
\ncommence until the first day of the seventh month after the Termination Date
\n(or, if earlier, the date Payne dies).<\/p>\n
\nto the extent permitted or required by governing law or regulations, as may be
\namended from time to time, or its recoupment or clawback policy, as may be
\namended from time to time, require reimbursement of any compensation paid to
\nPayne after the date hereof where (a) Gannett is required to prepare an
\naccounting restatement due to material non-compliance with any financial
\nreporting requirements under the securities laws; (b) the compensation payment
\nwas predicated upon the achievement of certain financial results, and (c) a
\nlower payment would have been made to Payne based upon the restated financial
\nresults. In each such instance, Gannett will seek to recover Payne153s relevant
\ncompensation paid over a period of no less than three years prior to the
\nrestatement, regardless of whether Payne is then employed by Gannett.<\/p>\n
\nunder and in accordance with the laws of the State of Delaware without regard to
\nprinciples of conflicts of laws.<\/p>\n
\nfurther force or effect on the third anniversary of the date hereof except as
\notherwise expressly provided herein and with respect to the enforcement of any
\nrights and obligations that accrued on or before the expiration date.<\/p>\n
\nfirst set forth above.<\/p>\n\n\n
\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n \n \n <\/td>\n <\/td>\n<\/tr>\n \n \n <\/td>\n \n \n <\/td>\n <\/td>\n \n \n <\/td>\n <\/td>\n \n \n <\/td>\n<\/tr>\n \n \n \n \n