Gannett Company, Inc.
Key Executive Life Insurance Plan
I, the undersigned Participant, hereby agree to be bound by the terms and conditions of the Key
Employee Life Insurance Plan (KELIP), as effective
October 29, 2010.
By signing this Participation Agreement, I agree to be bound by the terms of the KELIP as set forth
in the plan document. If there is a conflict between the plan document, including this
Participation Agreement, and any other communication, written or oral, including any plan summary
materials, then the terms of the plan document will control.
I also understand that my benefit under the KELIP will be calculated as follows:
Targeted Death Benefit
Pre-Termination (but not beyond age 65)
||<Flat Dollar Amount>
||<Flat Dollar Amount>
Duration of Employer Contributions
Annual Employer Contributions may be made, in the Employers sole discretion, each calendar year
during my employment. No Employer Contributions will be payable after termination of employment or
after your sixty-second (62nd) birthday (assuming you have received at least five Annual
Annual Employer Contributions may be made, in the Employers sole discretion, during employment.
However, if I remain employed after attaining age 55 with at least 5 years of service with the
Employer (Retirement Eligible), additional Annual Contributions will be due as provided below.
Additional Annual Employer Contributions
In the event you become Retirement Eligible, the Employer will continue to make an Annual Employer
Contribution after termination of employment each year prior to your sixty-second (62nd) birthday
but in no event will there be less than a total of 5 Annual Employer Contributions. The Annual
Employer Contributions to be made following termination will be re-calculated only as of the time
of termination and will take into consideration the then current crediting rates and the Post
Termination Targeted Death Benefit commencing upon termination and shall remain fixed thereafter;
provided that each Annual Employer Contribution made
following your termination of employment shall not exceed the Annual Employer Contribution made
immediately preceding the termination of employment.
Compliance with Section 409A of the Code
Notwithstanding anything else to the contrary and only if necessary to satisfy the requirements of
Code Section 409A, contributions to be made by the Employer caused by your termination of
employment (other than by reason of death) if you are determined to meet the definition of
Specified Employee at the time of termination shall be payable as otherwise provided, except that
the initial payment shall be made no earlier than the six (6) months following the termination of
employment with the Employer. For purposes of this Agreement, the term Specified Employee means a
Participant who is determined by the Committee, or its delegate(s), to be a specified employee
under the provisions of Treas. Reg. §1.409A-1(i) and other applicable guidance, provided that the
Employer (or a member of the same group of controlled entities as the company that employs the
Participant) is publicly traded on an established stock exchange.
The KELIP is intended to comply with the requirements of Section 409A to the extent such rules
apply to the KELIP, and the KELIP shall be interpreted and administered in accordance with that
intent. If any provision of the KELIP would otherwise conflict with or frustrate this intent, that
provision will be interpreted so as to avoid the conflict. For purposes of Code Section 409A, each
Annual Employer Contribution will be treated as a separate payment.
The Employer has reserved the right to amend or terminate the Plan at any time, and for any reason.
Notwithstanding, any such termination or amendment to the Plan shall not reduce or eliminate the
Annual Employer Contributions to be made once you have become Retirement Eligible. In addition, any
determination of a Change in Employment Status after you have become Retirement Eligible shall not
reduce or eliminate the Annual Employer Contributions to be made after such time.
In witness hereof, the Participant and Gannett Company
, Inc. have executed this Participation
Agreement in duplicate as of the date noted below: