Delaware
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38-3910250
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Large accelerated filer
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☒ |
Accelerated filer
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☐ | |
Non-accelerated filer
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☐ |
(Do not check if a smaller reporting company)
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Smaller reporting company
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☐ |
Title of Each Class of
Securities to be Registered
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Amount to be Registered (1)(2)
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Proposed
Maximum
Offering Price
Per Share (3)
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Proposed
Maximum
Aggregate
Offering Price (3)
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Amount of Registration Fee (3)
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Common stock, par value $0.01 per share
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16,364,584 shares
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N/A
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N/A
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N/A
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(1) |
This Post-Effective Amendment No. 1 on Form S-8 (this “Registration Statement”) to the Form S-4 (File No. 333-233509), as amended, initially filed by Gannett Co., Inc.
(formerly known as New Media Investment Group Inc.), a Delaware corporation (the “Company”), on August 29, 2019 (the “Form S-4”), covers 16,364,584 shares of common stock, par value $0.01 per share of the Company (“Company
Common Stock”), originally registered on the Form S-4.
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(2) |
Pursuant to Rule 416 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover (i) any additional shares
of Company Common Stock that may become issuable under any Plan (as defined below) by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without receipt of consideration which results in
an increase in the number of outstanding shares of Company Common Stock and (ii) an indeterminate amount of plan interests to be offered or sold pursuant to the Gannett Co., Inc. 401(k) Savings Plan.
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(3) |
Not applicable. All filing fees payable in connection with the registration of these securities were paid in connection with the filing of the Form S-4, which registered
82,781,585 shares of Company Common Stock, including Company Common Stock issuable pursuant to stock-based awards that were to be assumed by the Company upon completion of the Company’s acquisition of Gannett Media Corp. (formerly known
as Gannett Co., Inc.), a Delaware corporation (“Legacy Gannett”), including the 16,364,584 shares being registered hereunder which may be issued, offered or sold pursuant to the Gannett Co., Inc. 2015 Deferred Compensation Plan,
the Gannett Co., Inc. 2015 Omnibus Incentive Compensation Plan (the “Omnibus Plan”) and the Gannett Co., Inc. 401(k) Savings Plan (in each case, as amended or restated from time to time) (such plans, collectively, the “Plans”),
as described in the Explanatory Note below.
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• |
each outstanding Legacy Gannett restricted stock award granted pursuant to the Omnibus Plan was converted into the right to receive the Merger Consideration for each Legacy Gannett
Share granted pursuant to such award;
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• |
each outstanding Legacy Gannett restricted stock unit award granted pursuant to the Omnibus Plan, other than a Gannett PSU (as defined below) (each, a “Legacy Gannett RSU”),
was converted into a Company restricted stock unit award relating to a number of shares of the Company’s common stock determined by multiplying (x) the number of Legacy Gannett Shares subject to such Legacy Gannett RSU by (y) an equity
award exchange ratio described in the Merger Agreement (the “Equity Award Exchange Ratio”), rounded to the nearest whole number;
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• |
each outstanding Legacy Gannett performance share award that is subject to performance-based vesting conditions (each, a “Legacy Gannett PSU”) granted pursuant to the Omnibus
Plan was converted into a Company restricted stock unit award relating to a number of shares of the Company’s common stock determined by multiplying (x) the number of Legacy Gannett Shares subject to such Legacy Gannett PSU based on
target performance if such Legacy Gannett PSU was granted within one year of the closing date of the Merger, or, in the case of each other Legacy Gannett PSU, actual performance as of the closing date of the Merger, by (y) the Equity
Award Exchange Ratio, rounded to the nearest whole number; and
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• |
each outstanding Legacy Gannett phantom share unit subject to a Legacy Gannett deferred compensation plan with a value equal to the value of Legacy Gannett common stock, whether
payable in cash or Legacy Gannett Shares (each, a “Legacy Gannett Phantom Share Unit”), was converted into a Company phantom share unit with a value equal to the value of the Company’s common stock and relating to a number of
shares of the Company’s common stock determined by multiplying (x) the number of Legacy Gannett Shares subject to each Legacy Gannett Phantom Share Unit by (y) the Equity Award Exchange Ratio, rounded to the nearest whole number.
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• |
The Company’s Annual Report on Form 10-K for the fiscal year ended December 30,
2018.
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The Company’s Quarterly Reports on Form 10-Q for the quarterly periods ended March
31, 2019, June 30, 2019 and September 29, 2019.
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The Company’s Current Reports on Form 8-K filed on February 6, 2019, May 8, 2019, May 23, 2019, August 6, 2019, September 19, 2019, September 26, 2019, October 1, 2019, October 17, 2019, October 30, 2019, November 4, 2019 and November 20, 2019
(other than the portions of those documents not deemed to be filed pursuant to the rules promulgated under the Exchange Act).
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The Gannett Co., Inc. 401(k) Plan’s Annual Report on Form 11-K for the fiscal year ended December 31, 2018.
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The description of Company Common Stock contained in the Company’s registration statement on Form S-3ASR, filed with the SEC on April 5, 2018, and Form S-1/A, filed with the SEC on January 13, 2015, in each case, including any subsequently filed amendments and reports updating such description.
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Amended and Restated Certificate of Incorporation of the Company (incorporated herein by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1/A, filed January
15, 2014).
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Amended and Restated Bylaws of the Company (incorporated herein by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1/A, filed January 15, 2014).
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Amended and Restated Certificate of Incorporation of the Company (incorporated herein by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q, filed August 2, 2018).
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Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form
8-K, filed on November 20, 2019).
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Amended and Restated Bylaws of the Company (incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed on November 20, 2019).
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2015 Deferred Compensation Plan Rules for Pre-2005 Deferrals (incorporated herein by reference to Exhibit 10.8 to Legacy Gannett’s Current Report on Form 8-K, filed on June 30, 2015).
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Amendment No. 1 to 2015 Deferred Compensation Plan Rules for Pre-2005 Deferrals (incorporated herein by reference to Exhibit 10.2 to Legacy Gannett’s Current Report on Form 8-K, filed
on June 6, 2017).
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Gannett Co., Inc. 2015 Deferred Compensation Plan Rules for Pre-2005 Deferrals, Amendment No. 2, effective as of July 31, 2018 (incorporated herein by reference to Exhibit 10.2 to
Legacy Gannett’s Current Report on Form 8-K filed on August 1, 2018).
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Gannett Co., Inc. 2015 Deferred Compensation Plan Rules for Pre-2005 Deferrals, Amendment No. 3, effective as of October 17, 2018 (incorporated herein by reference to Exhibit 10.4 to
Legacy Gannett’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018).
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4.5
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Gannett Co., Inc. 2015 Deferred Compensation Plan Rules for Pre-2005 Deferrals, Amendment No. 4, effective as of November 19, 2019.
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2015 Deferred Compensation Plan Rules for Post-2004 Deferrals (incorporated herein by reference to Exhibit 10.9 to Legacy Gannett’s Current Report on Form 8-K, filed on June 30, 2015).
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Amendment No. 1 to 2015 Deferred Compensation Plan Rules for Post-2004 Deferrals (incorporated herein by reference to Exhibit 10.1 to Legacy Gannett’s Current Report on Form 8-K, filed
on December 2, 2016).
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Amendment No. 2 to 2015 Deferred Compensation Plan Rules for Post-2004 Deferrals (incorporated herein by reference to Exhibit 10.1 to Legacy Gannett’s Current Report on Form 8-K, filed
on June 6, 2017).
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Gannett Co., Inc. 2015 Deferred Compensation Plan Rules for Post-2004 Deferrals, Amendment No. 3, effective as of July 31, 2018 (incorporated herein by reference to Exhibit 10.1 to
Legacy Gannett’s Current Report on Form 8-K, filed on August 1, 2018).
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Gannett Co., Inc. 2015 Deferred Compensation Plan Rules for Post-2004 Deferrals, Amendment No. 4, effective as of October 17, 2018 (incorporated herein by reference to Exhibit 10.2 to
Legacy Gannett’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018).
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Gannett Co., Inc. 2015 Deferred Compensation Plan Rules for Post-2004 Deferrals, Amendment No. 5, effective as of December 7, 2018 (incorporated herein by reference to Exhibit 10.21 to
Legacy Gannett’s Annual Report on Form 10-K for the year ended December 31, 2018).
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4.12
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Gannett Co., Inc. 2015 Deferred Compensation Plan Rules for Post-2004 Deferrals, Amendment No. 6, effective as of November 19, 2019.
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2015 Omnibus Incentive Compensation Plan (incorporated herein by reference to Exhibit 4.1 to Legacy Gannett’s Registration Statement on Form S-3, filed on June 29, 2015).
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Amendment No. 1 to 2015 Omnibus Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.1 to Legacy Gannett’s Current Report on Form 8-K, filed on May 11, 2017).
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Amendment No. 2 to 2015 Omnibus Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.1 to Legacy Gannett’s Current Report on Form 8-K, filed on May 9, 2018).
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Gannett Co., Inc. 401(k) Savings Plan.
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Amendment No. 1 to Gannett Co., Inc. 401(k) Savings Plan
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Opinion of Cravath, Swaine & Moore LLP regarding legality of Company Common Stock being registered.
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Consent of Cravath, Swaine & Moore LLP (included in the opinion filed as Exhibit 5.1).
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Consent of Ernst & Young LLP, independent registered public accounting firm of the Company.
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Consent of Ernst & Young LLP, independent registered public accounting firm of Legacy Gannett.
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Power of Attorney (included on the signature pages to the Company’s Registration Statement on Form S-4 (File No. 333-233509) filed on August 29, 2019, to which this is Post-Effective
Amendment No. 1 on Form S-8).
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Power of Attorney.
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(a) |
The undersigned registrant hereby undertakes:
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(1) |
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
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(i) |
To include any prospectus required by Section 10(a)(3) of the Securities Act;
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(ii) |
To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) that,
individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule
424(b) promulgated under the Securities Act if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the
effective registration statement; and
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(iii) |
To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in
this Registration Statement;
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(2) |
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(3) |
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
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(b) |
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act), that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(c) |
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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NEW MEDIA INVESTMENT GROUP INC.
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By:
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/s/ Michael E. Reed
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Name:
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Michael E. Reed
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Title:
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Chief Executive Officer
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Signature
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Title
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Date
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*/s/ Michael E. Reed
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Chief Executive Officer and Director
(Principal Executive Officer and
Interim Principal Accounting Officer)
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November 20, 2019
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Michael E. Reed | ||||
*/s/ Alison Engel
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Chief Financial Officer
(Principal Financial Officer)
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November 20, 2019
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Alison Engel | ||||
*/s/ Theodore P. Janulis
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Director
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November 20, 2019
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Theodore P. Janulis | ||||
*/s/ Kevin Sheehan
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Director
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November 20, 2019
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Kevin Sheehan | ||||
*/s/ Laurence Tarica
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Director
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November 20, 2019
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Laurence Tarica | ||||
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*/s/ Mayur Gupta
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Director
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November 20, 2019
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Mayur Gupta | ||||
*/s/ Maria Miller
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Director
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November 20, 2019
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Maria Miller | ||||
*/s/ John Jeffry Louis
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Director
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November 20, 2019
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John Jeffry Louis | ||||
*/s/ Debra Sandler
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Director
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November 20, 2019
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Debra Sandler | ||||
*/s/ Barbara Wall
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Director
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November 20, 2019
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Barbara Wall |
*By:
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/s/ Ivy Hernandez
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Ivy Hernandez
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Attorney-in-Fact
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GANNETT CO., INC. 401(K) SAVINGS PLAN
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By:
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/s/ David Harmon
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Name: David Harmon
Title: Member, Benefit Plans Committee
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By:
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/s/ Stacy Cunningham
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Name: Stacy Cunningham
Title: Member, Benefit Plans Committee
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By:
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/s/ Michaela Oliver
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Name: Michaela Oliver
Title: Member, Benefit Plans Committee
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By:
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/s/ Minakshi Sundaram
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Name: Minakshi Sundaram
Title: Member, Benefit Plans Committee
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(e) |
As a consequence of the merger under the Merger Agreement, each share of the Company’s common stock outstanding immediately prior to the Merger Effective Time (other than any Company
Excluded Shares or Dissenting Shares, as defined in the Merger Agreement) will be converted into (1) the right to receive $6.25 in cash, and (2) .5427 of a Parent common stock share, with cash being paid in lieu of any fractional shares.
Notwithstanding any provision to the contrary, (i) as soon as administratively practicable after the closing of the merger under the Merger Agreement, each Participant’s or Beneficiary’s hypothetical share of the cash merger consideration
received by the Gannett stock fund will be deemed reinvested in the Plan’s default investment fund (i.e., the Participant’s or Beneficiary’s age appropriate life cycle fund); (ii) as of the Merger Effective Time, the Gannett stock fund
will be deemed invested in Parent common stock, not Company stock; and (iii) as of the Merger Effective Time, restricted stock unit awards deferred by Directors into the Plan will be deemed to have been converted into Parent awards as
provided in the Merger Agreement.
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GANNETT CO., INC.
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By:
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/s/ David Harmon
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Name:
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David Harmon
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Title:
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Chief People Officer
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(e) |
As a consequence of the merger under the Merger Agreement, each share of the Company’s common stock outstanding immediately prior to the Merger Effective Time (other than any Company
Excluded Shares or Dissenting Shares, as defined in the Merger Agreement) will be converted into (1) the right to receive $6.25 in cash, and (2) .5427 of a Parent common stock share, with cash being paid in lieu of any fractional shares.
Notwithstanding any provision to the contrary, (i) as soon as administratively practicable after the closing of the merger under the Merger Agreement, each Participant’s or Beneficiary’s hypothetical share of the cash merger
consideration received by the Gannett stock fund will be deemed reinvested in the Plan’s default investment fund (i.e., the Participant’s or Beneficiary’s age appropriate life cycle fund); (ii) as of the Merger Effective Time, the Gannett
stock fund will be deemed invested in Parent common stock, not Company stock; and (iii) as of the Merger Effective Time, restricted stock unit awards deferred by Directors into the Plan will be deemed to have been converted into Parent
awards as provided in the Merger Agreement.
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GANNETT CO., INC.
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By:
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/s/ David Harmon
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Name:
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David Harmon
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Title:
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Chief People Officer
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Page
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ARTICLE I Definitions
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1
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ARTICLE II Participation and Service
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14
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ARTICLE III Contributions
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15
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ARTICLE IV Allocations to Participants’ Accounts
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19
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ARTICLE V Benefits
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29
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ARTICLE VI Trust Fund
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41
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ARTICLE VII Retirement Plan Committee and Other Fiduciaries
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45
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ARTICLE VIII Amendments
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50
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ARTICLE IX Successor Employer and Merger or Consolidation of Plans
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51
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ARTICLE X Plan Termination
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52
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ARTICLE XI Top-Heavy Provisions
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53
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ARTICLE XII Miscellaneous
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55
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1.1 |
“Acquisition Loan” means a loan or other extension of credit used by the Trustee to finance the acquisition of Employer Stock for the ESOP, which loan may constitute an
extension of credit to the Trust from a party in interest (as defined in ERISA) and is intended to be an exempt loan under section 408(b)(3) of ERISA. Any Acquisition Loan must be primarily for the benefit of Participants.
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1.2 |
“Affiliated Company” means (1) a member of an affiliated service group within the meaning of Code section 414(m) of which the Employer is a member; (2) a member of a
controlled group of corporations within the meaning of Code section 414(b) of which the Employer is a member; (3) an unincorporated business which is part of a group of trades or businesses (whether or not incorporated) under common
control with the Employer as determined pursuant to section 414(c) of the Code; or (4) any other entity required to be aggregated with the Employer under Code section 414. For purposes of this Section, a controlled group of corporations
means a group defined under section l563(a) of the Code determined without regard to Code sections 1563(a)(4) and 1563(e)(3)(C).
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1.3 |
“Beneficiary” means the Participant’s surviving Spouse or, in the event there is no surviving Spouse or the surviving Spouse elects in writing not to receive any death
benefits under the Plan, the person or persons (including a trust) designated by a Participant to receive any death benefit which shall be payable under this Plan.
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1.4 |
“Board” means the Board of Directors of Gannett Co., Inc. or a committee of the Board acting on its behalf.
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1.5 |
“Break in Service” means
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(a) |
For eligibility purposes, that an Employee fails to complete more than 500 Hours of Service during an Eligibility Computation Period;
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(b) |
For vesting purposes, that an Employee has a Severance Period of not less than twelve consecutive months subject to the Elapsed Time method pursuant to the following rules:
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(i) |
In the case of an Employee who is absent from work for maternity or paternity reasons, the twelve consecutive month period beginning on the first anniversary of the first day of
such absence shall not constitute a Break in Service.
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(ii) |
Notwithstanding the foregoing, in the case of an Employee who is absent from work beyond the first anniversary of the first day of absence from work for maternity or paternity
reasons, such period begins on the second anniversary of the first day of such absence. The period between the first and second anniversaries of said first day of absence from work is neither a Period of Service for which the Employee
will receive credit nor is such period a Break in Service. For purposes of this paragraph, an absence from work for maternity or paternity reasons means an absence (1) by reason of the pregnancy of the Employee, (2) by reason of the
birth of a child of the Employee, (3) by reason of the placement of a child with the Employee in connection with the adoption of such child by such Employee, or (4) for purposes of caring for such child for a period beginning immediately
following such birth or placement.
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(iii) |
The following Service spanning rules shall be applied, where applicable, to credit certain Periods of Severance of twelve months or less. Under the first Service spanning rule, if
an Employee severs from Service as a result of resignation, discharge or retirement and then returns to Service within twelve months, the Period of Severance is required to be taken into account. A situation may arise in which an
Employee is absent from Service for any reason other than resignation, discharge, retirement and during the absence a resignation, discharge or retirement occurs. The second Service spanning rule provides that, under such circumstances,
the Plan is required to take into account the period of time between the severance from Service date (i.e., the date of resignation, discharge or retirement) and the first anniversary of the date on which the Employee was first absent, if
the Employee returns to Service on or before such first anniversary date.
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1.6 |
“Code” means the Internal Revenue Code of 1986, as amended from time to time.
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1.7 |
“Committee” means the Gannett Co., Inc. Benefit Plans Committee appointed by the Board pursuant to Article VII to administer the Plan.
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1.8 |
“Compensation” means amounts paid by an Employer to an Employee as wages, salary, overtime, and other amounts received (without regard to whether or not an amount is paid in
cash) for personal services actually rendered in the course of employment with the Employer, to the extent that the amounts are includible in gross income (or to the extent amounts would have been received and includible in gross income
but for an election under Code sections 125(a), 132(f)(4), or 402(e)(3)). These amounts include, but are not limited to, commissions, tips and bonuses. Compensation also includes: (i) in the case of an employee who is an employee within
the meaning of Code section 401(c)(1), the employee's earned income, plus amounts deferred at the election of the employee that would be includible in gross income but for the rules of Code section 402(e)(3); (ii) amounts described in
Code sections 104(a)(3), 105(a), or 105(h), but only to the extent that these amounts are includible in the gross income of the employee; (iii) the value of a nonstatutory option granted to an employee by the employer, but only to the
extent that the value of the option is includible in the gross income of the employee for the taxable year in which granted; (iv) the amount includible in the gross income of an employee upon making the election described in Code section
83(b); and (v) amounts that are includible in the gross income of an employee under the rules of Code sections 409A or because the amounts are constructively received by the employee.
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1.9 |
“Designated Beneficiary” means the individual who is designated as the Beneficiary, as such term is defined in Section 1.3, and is the designated Beneficiary under Code
section 401(a)(9) and section 1.401(a)(9)-1, Q&A-4, of the Treasury regulations.
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1.10 |
“Distribution Calendar Year” means a calendar year for which a minimum distribution is required. For distributions beginning before the Participant’s death, the first
Distribution Calendar Year is the calendar year immediately preceding the calendar year which contains the Participant’s Required Beginning Date. For distributions beginning after the Participant’s death, the first Distribution Calendar
Year is the calendar year in which distributions are required to begin under Section 5.5. The required minimum distribution for the Participant’s first Distribution Calendar Year will be made on or before the Participant’s Required
Beginning Date. The required minimum distribution for other Distribution Calendar Years, including the required minimum distribution for the Distribution Calendar Year in which the Participant’s Required Beginning Date occurs, will be
made on or before December 31 of that Distribution Calendar Year.
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1.11 |
“Distribution Date” means the date that the Prior Company separated its digital/broadcast and publishing businesses into two separate publicly traded companies by
contributing its publishing businesses to a newly formed subsidiary, Gannett SpinCo, Inc., and distributing the stock of Gannett SpinCo, Inc. to its shareholders.
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1.12 |
“Effective Date” means June 1, 1990. The effective date of this amendment and restatement is January 1, 2019, except that a specific section may contain a separate effective
date for that section.
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1.13 |
“Elapsed Time” means a method of determining an Employee’s entitlement under the Plan with respect to vesting, which is not based on the Employee’s completion of a specified
number of Hours of Service during a consecutive twelve month period, but rather with reference to the total period of time which elapses during which the Employee is employed by the Employer.
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1.14 |
“Eligibility Computation Period” means the twelve-consecutive-month period beginning with an Employee’s Employment Date and every twelve-consecutive-month period beginning
each anniversary date thereafter.
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1.15 |
“Employee” means any person who is employed by the Employer and is receiving remuneration for services rendered to the Employer or who would be receiving such remuneration
except for a Leave of Absence. Any independent contractors or persons who are treated by the Employer as independent contractors or who are otherwise classified as not being employees of the Employer, regardless of their actual status,
shall not be considered as Employees under this definition.
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1.16 |
“Employee Roth Contribution Account” means the account maintained for a Participant to record the Participant’s Roth contributions, if any, under Section 3.2 and adjustments
related thereto.
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1.17 |
“Employee Tax-Deferred Contribution Account” means the account maintained for a Participant to record the Participant’s own tax-deferred contributions, if any, under Section
3.1 or Section 3.10 and adjustments related thereto.
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1.18 |
“Employment Date” means the date on which an Employee is first credited with an Hour of Service.
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1.19 |
“Employer” means Gannett Co., Inc., or its successor, and each Participating Affiliate listed on Appendix A. For purposes of the Plan, Gannett Co., Inc. shall be the agent
and representative of the Participating Affiliates listed on Appendix A and shall in its own name take any action permitted or required under the Plan on behalf of itself and each Participating Affiliate, and any Trustee or Investment
Manager shall deal exclusively with Gannett Co., Inc. and/or the Committee. Participating Affiliates may be added to or eliminated from Appendix A by the Committee. Effective as of the date of the Distribution Date, Gannett SpinCo,
Inc., assumed sponsorship of the Plan as the successor Employer and was renamed “Gannett Co., Inc.”
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1.20 |
“Employer Matching Contribution Account” means the account maintained for a Participant to record the Participant’s share of the Employer’s matching contributions under
Section 3.4 and adjustments relating thereto.
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1.21 |
“Employer Nonelective Contribution Account” means, effective August 1, 2008, the account maintained for a Participant to record the Participant’s share of the Employer’s
transition contributions under Section 3.5 and the Employer’s sliding scale contributions under Section 3.6, and adjustments related thereto.
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1.22 |
“Employer Stock” means the common stock of Gannett Co., Inc.
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1.23 |
“Entry Date” means the first day that is administratively practicable to enroll the Employee after the date the Employee is hired (if a newly hired Employee is immediately
eligible) or the date the Employee becomes eligible to participate.
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|
1.24 |
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
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|
1.25 |
“ESOP” means the portion of the Plan invested in the Gannett Stock Fund by Participants who are or Former Participants who were employed by Gannett Co., Inc. or a
Participating Affiliate that is a member of Gannett Co., Inc.’s “controlled group of corporations” (as defined under section 409(l)(4) of the Code). Accordingly, the ESOP consists of the portions of all such Participants’ Safe Harbor
Matching Contribution Accounts, Employer Matching Contribution Accounts, Employee Tax-Deferred Contribution Accounts, Rollover Accounts, and Employer Nonelective Contribution Accounts, and other accounts that are invested in the Gannett
Stock Fund.
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|
1.26 |
“Financed Shares” means shares of Employer Stock acquired by the Trust for the ESOP with the proceeds of an Acquisition Loan.
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|
1.27 |
“Forfeiture” means that portion of a Participant’s Employer Matching Contribution Account and Employer Nonelective Contribution Account which is forfeited before full
vesting.
|
|
1.28 |
“Former Participant” means a Participant on whose behalf no current contributions are being made due to separation from service or other reasons but who has a vested account
balance under the Plan which has not been paid in full.
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|
1.29 |
“Gannett Stock Fund” means the investment fund established by the Trustee to invest in the Common Stock of Gannett Co., Inc.
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|
1.30 |
“Highly Compensated Employee” means an employee who is highly compensated as defined in Code section 414(q). Subject to the special limitations and definitions contained in
section 414(q), a Highly Compensated Employee is (1) any employee who received compensation from the Employer in the preceding year in excess of $80,000 (adjusted for cost-of-living increases), or (2) who is a five-percent owner of the
Employer at any time during the year or the preceding year. A five-percent owner of the Employer is any person who owns (or is considered as owning within the meaning of Code section 318) more than five percent of the outstanding stock
of the Employer or stock possessing more than five percent of the total combined voting power of all stock of the Employer.
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|
1.31 |
“Hour of Service” means each hour for which an Employee is paid, or entitled to payment, during an applicable computation period in accordance with the following:
|
|
(a) |
Performance of Services. An Hour of Service shall be credited for each hour that the Employee is paid or entitled to payment for the performance of services for the
Employer.
|
|
(b) |
Leaves of Absence, Etc. An Hour of Service shall be credited for each hour during which no duties are performed but for which an Employee is paid or entitled to payment by
the Employer (whether or not the employment relationship has terminated) for any other purpose, such as, but without limitation, payment due to vacation, holiday, illness, disability, layoff, jury duty or Leave of Absence. Credit shall
also be given for any maternity or paternity leave (i.e., pregnancy of the Employee, birth or adoption of the Employee’s child, caring for the Employee’s child immediately following birth or adoption) taken by an Employee. No more
than 501 Hours of Service shall be credited under this provision, however, to an Employee on account of any single continuous period during which no services are performed for the Employer. In addition, no Hours of Service shall be
credited with respect to payments made under a plan maintained by the Employer solely for complying with applicable workers’ compensation or disability insurance laws, or to payments which reimburse an Employee for medical or
medically-related expenses.
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|
(c) |
Back pay. To the extent not credited for either of the preceding purposes, an Employee shall be credited with an Hour of Service for each hour for which back pay,
irrespective of mitigation of damages, is either awarded or agreed to by the Employer. If back pay is made with respect to one of the purposes set forth in provision (b) above, the number of creditable Hours of Service shall be subject
to the limitations set forth in that provision.
|
|
(d) |
Military Service. An Hour of Service shall be credited for each hour of the normally scheduled work hours for each day during any period the Employee is on leave of absence
from the Employer or any Affiliated Company for military service with the Armed Forces of the United States, but not to exceed the period required under the law pertaining to veterans’ reemployment rights; provided that if the Employee
fails to report for work at the end of such leave during which the Employee has employment rights, the Employee shall not receive credit for hours on such leave.
|
|
(e) |
Computation and Crediting of Hours. The Committee shall determine the number of creditable Hours of Service in any computation period on the basis of any records kept by the
Employer that accurately reflect Hours of Service. If any payments (including back pay awards) relate to any period for which no duties are performed, the number of creditable Hours of Service shall equal the number of regularly
scheduled working hours upon which the payment is based. If the payment is not calculated on the basis of units of time for which the hours may be determined, the number of creditable Hours of Service shall be equal to the amount of the
payment divided by the Employee’s most recent hourly rate of compensation before the period during which no duties are performed. In no event, however, shall an Employee be credited with a greater number of Hours of Service than the
number of regularly scheduled hours for the performance of services during the applicable period.
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|
1.32 |
“Income” means the net gain or loss of the Trust Fund from investments, as reflected by interest payments, dividends, realized and unrealized gains and losses on securities,
other investment transactions and expenses paid from the Trust Fund. Income shall not include earnings on unallocated Financed Shares in the ESOP.
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|
1.33 |
“Investment Manager” means any individual or corporation who may be appointed by the Committee to manage all or a portion of the Plan’s assets and who (i) is registered as an
investment adviser under the Investment Adviser’s Act of l940; or (ii) is a bank as defined in that Act; or (iii) is an insurance company qualified to manage, acquire or dispose of plan assets under the laws of more than one state and
such individual or corporation acknowledges in writing that he or the corporation, as the case may be, is a fiduciary with respect to the Plan.
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|
1.34 |
“Leased Employee” means any person (other than an employee of the Employer) who pursuant to an agreement between the Employer and any other person (the “leasing
organization”) has performed services for the Employer (or for the Employer and related persons determined in accordance with section 414(n)(6) of the Code) on a substantially full-time basis for a period of at least one year, and such
services are performed under the primary direction or control of the Employer. To qualify as a “Leased Employee” under this Section, the individual must also qualify as a “leased employee” under Code section 414(n) and for purposes of
applying such section, “compensation” shall include amounts described in Code section 132(f)(4).
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|
1.35 |
“Leave of Absence” means any absence authorized by the Committee provided that all persons under similar circumstances must be treated alike in the granting of such Leaves
and provided further that the Participant returns within the period of authorized absence. An absence due to service in the Armed Forces of the United States shall be considered a Leave of Absence if the absence is caused by war or if
the Employee is required to serve under the laws of conscription, provided the Employee returns to employment with the Employer within the period provided by law.
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|
1.36 |
“Life Expectancy” means the life expectancy as computed by use of the Single Life Table in section 1.401(a)(9)-9 of the Treasury regulations.
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|
1.37 |
“Non-Highly Compensated Employee” means an Employee who is not a Highly Compensated Employee.
|
|
1.38 |
“Normal Retirement Age” means age 65.
|
|
1.39 |
“Participant” means an Employee participating in the Plan in accordance with the provisions of Section 2.1.
|
|
1.40 |
“Participant’s Account Balance” means the account balance as of the last valuation date in the calendar year immediately preceding the Distribution Calendar Year (valuation
calendar year) increased by the amount of any contributions made and allocated or forfeitures allocated to the account balance as of dates in the valuation calendar year after the valuation date and decreased by distributions made in the
valuation calendar year after the valuation date. The account balance for the valuation calendar year includes any amounts rolled over or transferred to the plan either in the valuation calendar year or in the Distribution Calendar Year
if distributed or transferred in the valuation calendar year.
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|
1.41 |
“Participating Affiliate” means each partnership, company, or other entity (or a business unit thereof) listed on Appendix A whose employees are eligible to participate in
this Plan, provided that Gannett Co., Inc. owns, directly or indirectly, at least a 50% interest in such partnership, company or other entity.
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|
1.42 |
“Period of Severance” means for purposes of crediting Service:
|
|
(a) |
a Break in Service shall mean a Period of Severance of at least twelve (12) months;
|
|
(b) |
a Period of Severance is a continuous period of time during which the Employee is not employed by the Employer;
|
|
(c) |
a Period of Severance begins on the date the Employee retires, quits, or is discharged, or if earlier, the twelve (12) month anniversary of the date on which the Employee was
otherwise first absent from Service.
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|
1.43 |
“Plan” means the Gannett Co., Inc. 401(k) Savings Plan as set forth herein, as amended from time to time.
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|
1.44 |
“Required Beginning Date” shall mean April 1 of the calendar year following the later of: (i) the calendar year in which the Participant attains age 70 ½; or (ii) the
calendar year in which the Participant retires. However if the Participant is a five-percent owner with respect to the plan year ending in the calendar year in which the Participant attains age 70 ½, “Required Beginning Date” shall mean
April 1 of the calendar year following the calendar year in which the Participant attains age 70 ½.
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|
1.45 |
“Rollover Account” means the account maintained in accordance with Section 3.9 to hold the assets of any tax-qualified retirement plan which are transferred to this Plan.
|
|
1.46 |
“Safe Harbor Matching Contribution Account” means the Account established for each Participant, the balance of which is attributable to safe harbor matching contributions
made pursuant to Section 3.3 and earnings and losses of the Trust Fund with respect to such contributions.
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|
1.47 |
“Service” means the period of current or prior employment with the Employer including any imputed period of employment which must be counted under USERRA. If the Employer
continues a plan of a predecessor employer as a result of a merger of the predecessor employer’s plan into this Plan, service for such predecessor employer shall be treated as Service for the Employer. Service is determined under the
hours counting method for eligibility purposes and the Elapsed Time method for vesting purposes.
|
|
(a) |
Each period from an Employee’s Employment Date (or reemployment date) to his next Severance Date; and
|
|
(b) |
If an Employee performs an Hour of Service within twelve months of a Severance Date, the period from such Severance Date to such Hour of Service. Service shall be credited for all
periods whether the Employee is employed by an Employer or an Affiliated Company.
|
|
1.48 |
“Severance Date” means the date which is the earlier of:
|
|
(a) |
the date on which an Employee quits, retires, is discharged or dies; or
|
|
(b) |
the first anniversary of the first date of a period in which an Employee remains continuously absent from Service with an Employer or an Affiliated Company (with or without pay) for
any reason other than quit, retirement, discharge or death.
|
|
1.49 |
“Severance Period” means each period from an Employee’s Severance Date to his next reemployment date.
|
|
1.50 |
“Spouse” means a person to whom a Participant is married under applicable law. Effective June 26, 2013, the term “Spouse” includes an individual married to a person of the
same sex if the individuals are lawfully married under state law. A marriage of same-sex individuals that was validly entered into in a state whose laws authorize the marriage of two individuals of the same sex will be recognized even if
the married couple is domiciled in a state that does not recognize the validity of same-sex marriages. The term “Spouse” does not include individuals (whether of the opposite sex or the same sex) who have entered into a registered
domestic partnership, civil union, or other similar formal relationship recognized under state law that is not denominated as a marriage under the laws of that state, and the term “marriage” does not include such formal relationships.
For purposes of this Section, the term “state” means any domestic or foreign jurisdiction having the legal authority to sanction marriages. A former Spouse will be treated as a Spouse to the extent provided under a qualified domestic
relations order as described in Section 414(p) of the Code.
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|
1.51 |
“Trust” or “Trust Fund” means the Gannett Co., Inc. 401(k) Savings Trust, maintained in accordance with the terms of the trust agreement, as amended from time to time,
which constitutes a part of this Plan and such other trusts established by the Committee to hold Plan assets.
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|
1.52 |
“Trustee” means Northern Trust Company or any other trustee or trustees appointed by the Board or the Committee to administer the Trust or Trusts.
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|
1.53 |
“Valuation Date” means the last day on which the Trust may have been valued, provided that the Trust is to be valued at least on the last business day of each Plan Year. For
any transactions between the Plan and a disqualified person, the Valuation Date is the date of the transaction.
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|
1.54 |
“Year” or “Plan Year” means the twelve-consecutive-month period ending December 31. The Plan Year shall be the limitation year as this term is used in regulations
promulgated pursuant to the Employee Retirement Income Security Act of 1974.
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|
1.55 |
“Year of Service” means a year of service determined in accordance with the following Elapsed Time method:
|
|
(a) |
The Elapsed Time method is used in determining the nonforfeitable interest in the Participant’s Account Balance derived from Employer contributions. An Employee will receive credit
for the aggregate of all time period(s) commencing with the Employee’s Employment Date or reemployment date and ending on the date a Break in Service begins. An Employee will also receive credit for any Period of Severance of less than
twelve consecutive months. Fractional periods of a year will be expressed in terms of days. Years of Service will be determined in accordance with the definition of Service in Section 1.44. For purposes of determining a Participant’s
vested benefit, the Participant shall be credited with a number of Years of Service equal to the number of whole years of the Participant’s period of Service, whether or not such periods of Service were completed consecutively (i.e., the
number of the Participant’s Years of Service are rounded down to the nearest whole number).
|
|
(i) |
A Break in Service is a Period of Severance of at least twelve consecutive months. A Period of Severance is a continuous period of time during which the Employee is not employed by
the Employer. The continuous period begins on the date the Employee retires, quits, is discharged or, if earlier, the first twelve month anniversary of the date on which the Employee is first absent from Service.
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|
(ii) |
In the case of an individual who is absent from work for maternity or paternity reasons, the twelve consecutive month period begins on the first anniversary of the first date of
such absence from work for maternity or paternity reasons (a) by reason of the pregnancy of the individual, (b) by reason of the birth of the child of the individual, (c) by reason of the placement of a child with the individual in
connection with the adoption of such child by such individual, or (d) for purposes of caring for such child for a period beginning immediately following such birth or placement.
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|
(b) |
If the Plan determines Service for a given purpose on one basis (i.e., either the Elapsed Time or hours counting method) and an Employee transfers to employment covered by this Plan
from employment covered by another qualified plan which determines Service for such purpose on the other basis, and if the Employee’s Service for the period during which he was covered by such other plan is required to be taken into
consideration under this Plan for that purpose, then the following rules shall apply:
|
|
(i) |
If such Service was determined under the other plan using the hours counting method, then the period so taken into consideration through the close of the computation period in which
such transfer occurs shall be:
|
|
(1) |
the number of Years of Service credited to the Employee for such purpose under such other plan as of the start of such computation period, and
|
|
(2) |
for the computation period in which such transfer occurs, the greater of:
|
|
(A) |
his Service for such period as of the date of transfer determined under the rules of such other plan, or
|
|
(B) |
his Service for such period determined under the Elapsed Time rules of this Plan.
|
|
(ii) |
If such Service was determined under the other plan using the Elapsed Time method, then the period taken into consideration shall be (1) the number of one-year periods of Service
credited to the Employee under such other plan as of the date of the transfer, and (2) for the computation period which includes the date of transfer, the Hours of Service equivalent to any fractional part of a Year of Service credited to
him under such other plan. In determining such equivalency, the Employee shall be credited with 190 Hours of Service for each month or fraction thereof.
|
|
1.56 |
Notwithstanding any provision of this Plan to the contrary, contributions, benefits and service credit with respect to qualified military service will be provided in accordance with
section 414(u) of the Code.
|
|
2.1 |
Eligibility and Participation. An Employee shall be eligible to become a Participant on any Entry Date. Participation shall cease as of the last day of the last pay period
for which a Participant is paid Compensation by the Employer.
|
|
2.2 |
Participation and Service upon Reemployment. An Employee who separates from service and is subsequently reemployed by the Employer will be eligible to resume participation
in this Plan on any Entry Date following his return to employment.
|
|
3.1 |
Employee Tax-Deferred Contributions. A Participant may contribute, on a pre-tax basis and/or as a Roth elective deferral as described in Section 3.2, any whole percentage
amount, up to 75 percent (or such other percentage established by the Committee), of Compensation for a payroll period. Notwithstanding the foregoing, no salary deferral contribution can exceed the contribution limitations set forth in
Article IV.
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|
3.2 |
Roth Contributions. In addition to or instead of making tax-deferred contributions, a Participant may elect to make after-tax Roth contributions. A Participant’s Roth
contributions shall be allocated to a separate Employee Roth Contribution Account maintained for such contributions, and such amounts (including any related account activities such as earnings, losses, expenses and withdrawals) shall be
accounted for separately from other contributions. Unless specifically stated otherwise, the same Plan rules that apply to tax-deferred contributions shall apply to Roth contributions. A Participant’s election to treat a contribution as
a Roth contribution must be made at the time of the salary reduction agreement and is irrevocable.
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|
3.3 |
Safe Harbor Matching Contributions. For payroll periods beginning on and after January 1, 2019, each Participant shall receive a safe harbor matching contribution equal to
100 percent of the first four percent of Compensation that the Participant contributes under Section 3.1, Section 3.2 and/or Section 3.10 for such payroll period and 50 percent of the next two percent of Compensation that the Participant
contributes under Section 3.1, Section 3.2 and/or Section 3.10 for such payroll period; provided that if the Participant’s employment is subject to the terms of a collective bargaining agreement, the Participant’s participation in the
Plan is governed by the terms of the collective bargaining agreement. Safe harbor matching contributions will be calculated on a payroll by payroll period basis.
|
|
3.4 |
Employer Matching Contribution. Effective January 1, 2019, Employer Matching Contributions (other than the safe harbor matching contributions described in Section 3.3) will
no longer be made.
|
|
3.5 |
Employer Transition Contribution. No Employer Transition Contributions shall be made to the Plan for Compensation or Services after July 31, 2015.
|
|
3.6 |
Employer Sliding Scale Contribution. Except for a limited transition rule applicable for the 2018 Plan Year for certain Participants who otherwise satisfied the eligibility
rules for receiving Employer sliding scale contributions and who separated from service after January 1, 2018 and prior to July 25, 2018 due to death, disability (within the meaning of the Gannett Long Term Disability program) or after
attaining age 55 and completing 5 Years of Service, no Employer Sliding Contributions shall be made to the Plan for Plan Years commencing on and after January 1, 2018.
|
|
3.7 |
Participant After-Tax Contributions. Except as may be provided in Appendix B, Participants are not permitted to make after-tax contributions to this Plan other than Roth
contributions.
|
|
3.8 |
Rollover Contributions. To the extent the Committee in its discretion may permit and in accordance with rules it shall establish, the Plan will accept:
|
|
(a) |
a direct rollover of an eligible rollover distribution (excluding after-tax contributions but including Roth contributions and earnings attributable thereto) from a qualified plan
described in section 401(a) of the Code; an annuity contract described in section 403(b) of the Code; and an eligible plan under section 457(b) of the Code which is maintained by a state, political subdivision of a state, or any agency or
instrumentality of a state or political subdivision of a state;
|
|
(b) |
a Participant contribution of an eligible rollover distribution from a qualified plan described in section 401(a) or 403(a) of the Code; an annuity contract described in section
403(b) of the Code; and an eligible plan under section 457(b) of the Code which is maintained by state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state; and
|
|
(c) |
a Participant rollover contribution of the portion of a distribution from an individual retirement account or annuity described in section 408(a) or 408(b) of the Code that is
eligible to be rolled over and would otherwise be includible in gross income.
|
3.9 |
Form and Timing of Employer Contributions. Effective January 1, 2019, all Employer contributions shall be made in cash. The Employer’s contributions for a Plan Year shall
be paid to the Trustee not later than the date prescribed by law for filing the Employer’s federal income tax returns (including extensions thereof) for the Employer’s taxable year ending coincident with or next following the Plan Year to
which the contributions relate.
|
3.10 |
Catch-Up Contributions. Notwithstanding the limitations set forth in Section 4.3 and pursuant to such rules established by the Committee, a Participant who is eligible to
make tax-deferred contributions to this Plan and who has attained age 50 before the close of the Plan Year shall be eligible to make catch-up contributions on a pre-tax and/or after-tax Roth basis in accordance with, and subject to the
limitations of, section 414(v) of the Code. Such catch-up contributions shall not be taken into account for purposes of the provisions of the plan implementing the required limitations of sections 402(g) and 415 of the Code.
Additionally, the Plan shall not be treated as failing to satisfy the provisions of the Plan implementing the requirements of section 401(k)(3), 410(b) of 416 of the Code, as applicable, by reason of making of such catch-up
contributions. Amounts treated as catch-up contributions shall be ignored for purposes of applying the contribution limits set forth in Section 4.3.
|
3.11 |
Employer Nonelective Contributions. Certain groups of Employees may receive an Employer nonelective contribution as set forth in Appendix B.
|
3.12 |
Collectively Bargained Employees. The contributions for, and participation of, employees whose employment is subject to a collective bargaining are set forth in the
applicable collective bargaining agreement rather than this Plan.
|
|
4.1 |
Individual Accounts. The Committee shall create and maintain individual accounts as records for disclosing the value of the contributions and earnings of each Participant,
Former Participant and Beneficiary. Such accounts shall record credits and charges in the manner herein described. A Participant’s accounts may include, as appropriate: an Employee Tax-Deferred Contribution Account, an Employee Roth
Contribution Account, a Safe Harbor Matching Contribution Account, an Employer Matching Contribution Account, a Rollover Account, an Employer Nonelective Contribution Account, as well as such other accounts or subaccounts the Committee
deems necessary or appropriate to administer the Plan. The Committee shall also establish such ESOP accounts as may be appropriate to administer the ESOP provisions of the Plan. The maintenance of individual accounts is only for
accounting purposes, and a segregation of the assets of the Trust Fund to each account shall not be required. Distributions and withdrawals made from an account shall be charged to the account as of the date paid and the account balance
shall be determined as of the most recent Valuation Date. All accounting under the Plan will be unit accounting. Unit accounting for ESOP accounts may be in the form of shares.
|
|
4.2 |
Account Adjustments. The accounts of Participants, Former Participants and Beneficiaries shall be adjusted in accordance with the following:
|
|
(a) |
Income/Expenses: The Income of the Trust Fund shall be allocated to the accounts of Participants, Former Participants and Beneficiaries who had balances in their accounts on
each Valuation Date. This allocation shall be made in the ratio that the value of each Participant’s account bears to the total value of all Participant accounts similarly invested. Each valuation shall be based on the fair market value
of the assets in the Trust Fund on the Valuation Date. Reasonable Plan expenses may be charged and allocated to Participant’s accounts in such manner as determined by the Committee, in its sole discretion.
|
|
(b) |
Employer Contributions: Employer contributions required to provide the safe harbor matching contribution described in Section 3.3, the matching contribution described in
Section 3.4, the transition contribution under Section 3.5 and the sliding scale contribution under Section 3.6 shall be credited to Participants’ Safe Harbor Matching Contribution Account, Employer Matching Contribution Accounts or
Employer Nonelective Contribution Accounts, as appropriate, at such time and in such manner designated by the Committee. For Plan Years prior to January 1, 2019, except as may be provided in Appendix B, a Participant’s Employer Matching
Contribution Account and/or Employer Nonelective Contribution Account shall be credited with shares of Employer Stock to the extent necessary to provide the matching contribution under Section 3.4, the transition contribution under
Section 3.5 and the sliding scale contribution under Section 3.6. Shares of Employer Stock used for such contributions shall be derived from Forfeitures (to the extent that Forfeitures are designated to be used for this purpose), shares
that have been released from the suspense account (if any) and, at the Committee’s sole discretion, from shares that have been contributed by the Employer to the Plan or shares the Plan acquires with Employer cash contributions that are
not used to repay an Acquisition Loan.
|
|
(c) |
Employee Contributions: A Participant’s tax-deferred contributions shall be allocated to his Employee Tax-Deferred Contribution Account. A Participant’s Roth contributions
shall be allocated to his Employee Roth Contribution Account.
|
|
(d) |
Forfeitures: A Participant who ceases to be employed by an Affiliated Company and takes a full distribution of his vested benefit shall have the non-vested portion of his
Employer Matching Contribution Account and Employer Nonelective Contribution Account forfeited (subject to his restoration rights under Section 4.2(e)) as soon as is administratively practicable following the date Participant’s vested
benefit is distributed. A Participant who ceases to be employed by an Affiliated Company and does not take a full distribution of his vested benefit shall have the non-vested portion of his Employer Matching Contribution Account and
Employer Nonelective Contribution Account forfeited as soon as is administratively practicable following the date the Participant incurs five consecutive one year Breaks in Service. Any Forfeiture that arises because of the application
of this Section may be applied to meet the allocation requirements provided in Section 4.2(b). Alternatively, at the discretion of the Committee and pursuant to such rules as the Committee may adopt, Forfeitures may also be used to pay
reasonable expenses of administering the Plan.
|
|
(e) |
Restoration Rights/Forfeiture Account: If a Former Participant who incurs a Forfeiture under Section 4.2(d) returns to employment with an Employer or an Affiliated Company
prior to incurring five consecutive one year Breaks in Service, the amount of Forfeiture at the time of termination shall be restored and credited to a separate account as of the date the Former Participant is rehired. However, if such a
Participant received a distribution of his vested benefit on or after the date of his termination and prior to his re-employment, the Forfeiture will only be restored if the Participant repays to the Plan an amount equal to the prior
distribution. The restoration of the Forfeiture shall be made from Employer contributions for the Year. At any relevant time, the Participant’s non-forfeitable portion of the separate account will be equal to an amount (“X”) determined
by the following formula:
|
|
4.3 |
Limitations on Contributions. Notwithstanding the contribution levels specified in Article III, no contributions will be permitted in excess of the limits set forth below:
|
|
(a) |
Limits on Employee Tax-Deferred Contributions. In any taxable year of the Participant, the sum of a Participant’s tax-deferred contributions and Roth contributions to this
Plan and any other plan shall not exceed the dollar limitation contained in section 402(g) of the Code in effect for such taxable year, except to the extent permitted under Section 3.10 of the Plan and section 414(v) of the Code. The
Plan shall not permit a Participant to make tax-deferred and/or Roth contributions to this Plan (other than as permitted under Section 3.10 of the Plan and section 414(v) of the Code) in excess of such limitation during a calendar year.
A Participant who participates in more than one plan that permits tax-deferred and/or Roth contributions shall notify the Committee of any excess contribution in a calendar year by January 31 of the following year. The Committee shall
then cause the portion of such excess (and the earnings attributable thereto through the end of the Plan Year) allocated to this Plan, together with the earnings attributable thereto, to be returned to the Participant by April 15
following the calendar year to which the excess contribution relates.
|
|
(b) |
Code Section 401(k) Limits - Actual Deferral Percentage Test. Effective for Plan Years beginning on and after January 1, 2019, the Plan is intended to satisfy the safe
harbor requirements described in Sections 1.401(k)-3 of the Treasury Regulations. Accordingly, it is expected that the Plan shall automatically satisfy the actual deferral percentage test for Plan Years beginning on and after January 1,
2019. The safe harbor requirements in Sections 1.401(k)-3 of the Treasury Regulations are hereby incorporated by reference to the extent applicable.
|
|
(i) |
For each Plan Year, the actual deferral percentage for the Highly Compensated Employees may not be more than the actual deferral percentage for the Non-Highly Compensated Employees
multiplied by 1.25; or
|
|
(ii) |
For each Plan Year, the excess of the actual deferral percentage for the Highly Compensated Employees over the Non-Highly Compensated Employees may not be more than two percentage
points and the actual deferral percentage for the Highly Compensated Employees may not be more than the actual deferral percentage for the Non-Highly Compensated Employees multiplied by 2.0.
|
|
(c) |
Limits on Employer Matching Contributions and Participant After-Tax Contributions – Actual Contribution Percentage Test. Effective for Plan Years beginning on and after
January 1, 2019, the Plan is intended to satisfy the safe harbor requirements described in Sections 1.401(m)-3 of the Treasury Regulations. Accordingly, it is expected that the Plan shall automatically satisfy the actual contribution
percentage test for Plan Years beginning on and after January 1, 2019. The safe harbor requirements in Sections 1.401(m)-3 of the Treasury Regulations are hereby incorporated by reference to the extent applicable.
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|
(i) |
125 percent of the actual contribution percentage of all eligible Non-Highly Compensated Employees; or
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|
(ii) |
the lesser of twice the actual contribution percentage of eligible Non-Highly Compensated Employees or the actual contribution percentage of eligible Non-Highly Compensated
Employees plus two percentage points.
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|
(d) |
Code Section 415 Limits. Notwithstanding any provision in the Plan to the contrary, the Plan shall comply with the requirements of Code section 415, and the Plan hereby
incorporates by reference the rules and limitations of Code section 415. Except to the extent permitted under Section 3.10 of the Plan and section 414(v) of the Code, the “annual additions” that may be contributed or allocated to a
Participant’s account under the Plan for any Plan Year shall not exceed the lesser of $40,000, as adjusted for increases in the cost-of-living under section 415(d) of the Code, or 100% of the Participant’s total compensation for the Plan
Year. If no more than one-third of tax deductible ESOP contributions for a Plan Year are allocated to the ESOP accounts of Highly Compensated Employees for the Plan Year, annual additions shall not include forfeitures of Employer Stock
or Employer contributions applied to the repayment of interest on an Acquisition Loan as described in Code section 415(c)(6).
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4.4 |
Notification to Participants of Reductions. Once each Plan Year the Committee shall notify each Participant of the amount credited to the Participant’s accounts and the
amount or percentage of such accounts that is vested. The Committee shall also advise affected Participants of any reductions in contributions or benefits arising out of the limitations of Section 4.3.
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|
5.1 |
Retirement or Disability. A Participant who separates from service with the Employer at or after Normal Retirement Age or incurs a disability, shall be entitled to receive
the entire balance of his accounts in accordance with Section 5.4. For the purpose of this Section 5.1, the term “disability” has the same meaning as is defined in the Gannett Long Term Disability Plan.
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5.2 |
Death. In the event that a Participant separates from service from the Employer due to death, the entire amount then in each of the Participant’s accounts shall be paid to
the Participant’s Beneficiary in accordance with Section 5.4 after receipt by the Committee of acceptable proof of death.
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|
5.3 |
Vested Benefits. A Participant’s Employee Tax-Deferred, after-tax contribution, if any, Safe Harbor Matching Contribution Account and Rollover Account shall always be fully
vested. Except as may be provided in Appendix B, a Participant’s Employer Matching Contribution Account and Employer Nonelective Contribution Account shall vest in accordance with the following:
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Years of Service
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Percent Vested
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1
|
25%
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2
|
50%
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3
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100%
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|
5.4 |
Payment of Benefits. In the event benefits become payable to a Participant or, in the event of the Participant’s death become payable to a Beneficiary, the Committee shall
pay the benefits in such manner and at such time as the Participant or Beneficiary directs in accordance with the terms of this Section. The Committee shall provide each Participant with a retirement application form which shall provide a
description of the right of the Participant, if any, to defer receipt of a distribution and the consequences of failure to defer such receipt, in accordance with Treasury guidance under Code Section 411(a)(11).
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|
(A) |
Lump Sum Payment. Under this option, the entire balance in a Participant’s or Beneficiary’s accounts shall be paid in a single sum.
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|
(B) |
Periodic Payments. Under this option, periodic payments will be paid as specified by Participant or Beneficiary; provided such payments shall comply with the minimum
required distribution rules set forth in Section 5.5.
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|
(C) |
Partial Payments. Under this option a Participant or Beneficiary may elect to receive a partial distribution of his or her account during a Plan Year; provided that such
distributions are subject to such reasonable ministerial rules adopted by the Committee and shall comply with the minimum required distribution rules set forth in Section 5.5.
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5.5 |
Minimum Required Distributions. All distributions required under the Plan will be determined and made in accordance with the Treasury regulations under section 401(a)(9) of
the Code. Notwithstanding the other provisions of the Plan, distributions may be made under a designation made before January 1, 1984, in accordance with section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act (TEFRA) and the
provisions of the Plan that relate to section 242(b)(2) of TEFRA.
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|
(a) |
Under Code Section 401(a)(9), a Participant’s entire interest will be distributed, or begin to be distributed, to the Participant no later than the Participant’s Required Beginning
Date. If the Participant dies before distributions begin, the Participant’s entire interest will be distributed, or begin to be distributed, no later than as follows:
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|
(i) |
If the Participant’s surviving Spouse is the Participant’s sole Designated Beneficiary, then distributions to the surviving Spouse will begin by December 31 of the calendar year
immediately following the calendar year in which the Participant died, or by December 31 of the calendar year in which the Participant would have attained age 70½, if later.
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|
(ii) |
If the Participant’s surviving Spouse is not the Participant’s sole Designated Beneficiary, then distributions to the Designated Beneficiary will begin by December 31 of the
calendar year immediately following the calendar year in which the Participant died.
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|
(iii) |
If there is no Designated Beneficiary as of September 30 of the year following the year of the Participant’s death, the Participant’s entire interest will be distributed by December
31 of the calendar year containing the fifth anniversary of the Participant’s death.
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|
(iv) |
If the Participant’s surviving Spouse is the Participant’s sole Designated Beneficiary and the surviving Spouse dies after the Participant but before distributions to the surviving
Spouse begin, this Section 5.5(a), other than section 5.5(a)(i), will apply as if the surviving Spouse were the Participant.
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|
(b) |
During the Participant’s lifetime, the minimum amount that will be distributed for each Distribution Calendar Year is the quotient obtained by dividing the Participant’s Account
Balance by the distribution period in the Uniform Lifetime Table set forth in section 1.401(a)(9)-9 of the Treasury regulations, using the Participant’s age as of the Participant’s birthday in the Distribution Calendar Year.
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|
(c) |
If the Participant dies on or after the date distributions begin and there is a Designated Beneficiary, the minimum amount that will be distributed for each Distribution Calendar
Year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s Account Balance by the longer of the remaining Life Expectancy of the Participant or the remaining Life Expectancy of the Participant’s
Designated Beneficiary, determined as follows:
|
|
(i) |
The Participant’s remaining Life Expectancy is calculated using the age of the Participant in the year of death, reduced by one for each subsequent year.
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|
(ii) |
If the Participant’s surviving Spouse is the Participant’s sole Designated Beneficiary, the remaining Life Expectancy of the surviving Spouse is calculated for each Distribution
Calendar Year after the year of the Participant’s death using the surviving Spouse’s age as of the Spouse’s birthday in that year. For Distribution Calendar Years after the year of the surviving Spouse’s death, the remaining Life
Expectancy of the surviving Spouse is calculated using the age of the surviving Spouse as of the Spouse’s birthday in the calendar year of the Spouse’s death, reduced by one for each subsequent calendar year.
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|
(iii) |
If the Participant’s surviving Spouse is not the Participant’s sole Designated Beneficiary, the Designated Beneficiary’s remaining Life Expectancy is calculated using the age of the
Beneficiary in the year following the year of the Participant’s death, reduced by one for each subsequent year.
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|
(d) |
If the Participant dies before the date distributions begin and there is a Designated Beneficiary, the minimum amount that will be distributed for each Distribution Calendar Year
after the year of the Participant’s death is the quotient obtained by dividing the Participant’s Account Balance by the remaining Life Expectancy of the Participant’s Designated Beneficiary, determined as provided in Section 5.5(c).
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|
5.6 |
Eligible Rollover Distributions. A distributee may elect, at the time and in the manner prescribed by the Committee, to have any portion of an “eligible rollover
distribution” paid directly to an “eligible retirement plan” specified by the distributee in a direct rollover.
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5.7 |
Cash Dividends. Pursuant to such rules established by the Committee, the Committee shall possess the discretion as to whether cash dividends on Employer Stock held by the
ESOP are to be: (i) paid to the ESOP and reinvested in Employer Stock; (ii) paid out in cash to Participants, Former Participants or Beneficiaries; (iii) paid currently to the Plan and distributed in cash by the Plan to the Participant,
Former Participant or Beneficiary within 90 days following the end of the Plan Year or (iv) used to repay an Acquisition Loan (if such use satisfies the deduction requirements of section 404(k)).
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5.8 |
Withdrawals Prior to Separation from Service. No amounts may be withdrawn from a Participant’s Safe Harbor Matching Contribution Account, Employer Matching Contribution
Account or Employer Nonelective Contribution Account while the Participant is still in the employ of the Employer, except as permitted by Section 5.4 and Appendix B. However, a Participant may make certain withdrawals while still
employed, as follows:
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|
(a) |
Age 59½ Withdrawals. A Participant who is age 59½ and still in the employ of the Employer may withdraw, as of any Valuation Date, all or a portion of the Participant’s
Employee Tax-Deferred Contribution Account or Employee Roth Contribution Account pursuant to such rules and procedures as the Committee may establish.
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|
(b) |
Hardship Withdrawals. Contributions (but not earnings thereon) which have been allocated to a Participant’s Employee Tax-Deferred Contribution Account and Roth Contribution
Account may be withdrawn by the Participant prior to separation from service only with the Committee’s approval if required to relieve financial hardship under rules uniformly applicable to all Participants. For purposes of this
provision, hardship shall mean (1) an immediate and heavy financial need of the Participant that (2) cannot be satisfied from other resources. A hardship distribution cannot exceed the amount required to meet the immediate financial need
created by the hardship.
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|
(c) |
Rollovers and After-Tax Contributions. A Participant may withdraw amounts from a Rollover Account or an after-tax contribution account (other than an Employee Roth
Contribution Account) at any time by filing a request with the Committee pursuant to such rules and procedures as the Committee may adopt.
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|
(d) |
ESOP Dividends. Cash dividends paid on Employer Stock held in a Participant’s ESOP account may be withdrawn to the extent permitted under Section 5.7.
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|
5.9 |
Loans to Participants. Except as provided in Appendix B, the Trustee shall, if the Committee directs, make a loan to a Participant from the Participant’s Employee
Tax-Deferred Contribution Account, Employee Roth Contribution Account and Rollover Account subject to such rules as the Committee may prescribe and subject to the following conditions:
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|
(a) |
A request for a loan by a Participant shall be made pursuant to rules established by the Committee. In deciding whether to approve or deny a Participant’s loan application, the
Committee or its designee shall take into account the terms and conditions of this Section, any other rules it may develop pursuant to this Section, any applicable legal requirements, and any other matter it deems relevant;
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|
(b) |
No loan shall be made to the extent that such loan when added to the outstanding balance of all other loans to the Participant would exceed the lesser of (1) 50 percent of the
amount in the Participant’s Employee Tax-Deferred Contribution Account, Employee Roth Contribution Account and Rollover Account under the Plan or (2) $50,000 reduced by the excess, if any, of the highest outstanding balance of loans
during the one year period ending on the day before the loan is made over the outstanding balance of loans to the Participant on the date the loan is made. In determining whether the foregoing loan limits are satisfied, all loans from
all plans of the Employer and of any Affiliated Company shall be aggregated;
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|
(c) |
The period of repayment for any loan shall be arrived at by mutual agreement between the Committee and the borrower, but such period in no event shall exceed five years;
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|
(d) |
All loans must be repaid under a substantially level amortization period with payments being made at least quarterly;
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|
(e) |
Each loan shall be made against collateral being the assignment of the borrower’s entire right, title and interest in and to the Trust Fund, supported by the borrower’s collateral
promissory note for the amount of the loan, including interest, payable to the order of the Trustee and/or such other collateral as the Committee may require;
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|
(f) |
Each loan shall bear interest at a rate fixed and reviewed by the Committee from time to time. The rate shall be commensurate with the rates charged by persons in the business of
lending money for loans which would be made under similar circumstances. Interest rates granted at different times and to Participants in differing circumstances may vary depending on such differences;
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|
(g) |
A loan shall be treated as a directed investment by the borrower with respect to the Participant’s accounts. The interest paid on the loan shall be credited to the Participant’s
accounts which shall not otherwise share in the Income of the Plan’s assets with respect to the amounts borrowed and not yet repaid;
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|
(h) |
If any loan made hereunder to a Participant is not repaid in accordance with its terms, the loan shall be in default. The Committee shall deduct the total amount thereof, including
interest thereon, from any distribution of Trust assets to which the Participant, Former Participant or Beneficiary may be entitled. If the Participant’s account is not sufficient to pay the remaining balance of any such loan, he shall
be liable for any balance still due, and shall continue to make payments to the Trustee. No distribution shall be made to any Participant, Former Participant or Beneficiary unless and until all unpaid loans, including accrued interest
thereon, have been liquidated or offset against the account.
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5.10 |
Designation of Beneficiary. A married Participant’s Beneficiary shall be the Participant’s Spouse who shall be entitled to the account balance remaining upon the
Participant’s death. Upon the written election of the Participant, with the Spouse’s written consent, a Participant may designate another Beneficiary. This election and consent must either be notarized or be witnessed by a Plan
representative and returned to the Committee. If such election has been made or if the Participant is not married, the Participant may from time to time designate any person or persons (who may be designated contingently or successively
and who may be an entity other than a natural person) as Beneficiary to whom Plan benefits shall be paid if the Participant dies before receipt of all such benefits. Each Beneficiary designation shall be on a form prescribed by the
Committee and will be effective only when filed with the Committee during the Participant’s lifetime. Each Beneficiary designation filed with the Committee will cancel all Beneficiary designations previously filed with the Committee.
The revocation of a Beneficiary designation other than the Spouse, no matter how effected, shall not require the consent of any designated Beneficiary.
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|
• |
Unless the Participant has designated, in accordance with procedures prescribed by the Committee, a clear intent to continue the Participant’s ex-Spouse as a beneficiary
notwithstanding a divorce, the designation of a Participant’s Spouse as the Participant’s Beneficiary shall be deemed revoked upon the divorce of the Participant and the Spouse, provided that the Committee receives acceptable evidence of
divorce in accordance with procedures established by the Committee.
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|
• |
In order to receive benefits from the Plan, each person designated as a Beneficiary must be living at the time of the Participant’s death. In the event that the order of the deaths
of the Participant and any primary Beneficiary cannot be determined or have occurred within 120 hours of each other, the Participant shall be deemed to have survived.
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|
• |
In the event that the death of the Participant or any Beneficiary is the result of a criminal act involving any other Beneficiary, a person convicted of such criminal act shall not
be entitled to receive any undistributed amounts from the Participant’s accounts.
|
|
• |
If a Beneficiary has not reached the age of majority for ownership of investments under the law of the state of the Beneficiary’s domicile at the time any amounts are distributed to
an inherited account for him or her from the Plan, such account shall be controlled by such person(s) demonstrated to the Committee to be authorized to act on behalf of the Beneficiary until such time as the Beneficiary reaches the age of
majority and requests that the inherited account be transferred to him or her.
|
|
(a) |
The Participant’s surviving Spouse; or
|
|
(b) |
The estate of the last to die of such Participant and Beneficiary or Beneficiaries.
|
|
5.11 |
QDROs. Benefits shall be payable under this Plan to an alternate payee pursuant to the terms of any qualified domestic relations order. Under this Plan, benefits may be
immediately distributed to an alternate payee even if the Participant is not entitled to receive benefits. If appropriate, the amounts subject to a QDRO may be segregated from the Participant’s accounts and placed in a separate account
for the benefit of the alternate payee who shall thereupon be treated for Plan purposes as a Participant. The Committee has the responsibility for determining if a domestic relations order is qualified and whether its payment terms are
consistent with the terms of the Plan.
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|
5.12 |
Separation from Service. Subject to such rules established by the Committee, in the event of a Participant’s separation from service from the Employer or an Affiliated
Company as a result of a corporate transaction (e.g., the sale of an Employer’s or Affiliated Company’s stock or assets), and assuming that in connection with such transaction a portion of the Plan is not spun-off to a plan sponsored by a
successor employer that employs the Participant, a Participant may receive a distribution of his interest in the Plan subject to the other provisions of the Plan regarding distributions.
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|
5.13 |
Military Service. Effective for deaths occurring after December 31, 2006, in the case of a Participant who dies while performing qualified military service (as defined in
Code section 414(u)), the survivors of the Participant are entitled to any additional benefits (other than benefit accruals relating to the period of qualified military service) provided under the Plan had the participant resumed and then
separated from service on account of death.
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|
6.1 |
Exclusive Benefit of Participants. All contributions under this Plan shall be paid to the Trustee and deposited in the Trust Fund. All assets of the Trust Fund, including
investment income, shall be retained for the exclusive benefit of Participants, Former Participants and Beneficiaries and shall be used to pay benefits to such persons, to pay principal and interest on an Acquisition Loan, or to pay
administrative expenses of the Plan and Trust Fund to the extent not paid by the Employer and shall not revert to or inure to the benefit of the Employer.
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|
6.2 |
Return of Erroneous Contributions. Notwithstanding Section 6.1, upon the Committee’s request in the case of any contribution which was made by a mistake of fact or which is
disallowed as a deduction under the Code, or which is made conditional on the initial qualification of the Plan under the Code, shall be returned to the Employer within one year after the payment of the contribution, the denial of the
qualification or the disallowance of the deduction (to the extent disallowed), whichever is applicable. All Employer contributions to this Plan are made contingent upon their deductibility under the Code.
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|
6.3 |
Investment of Participant Accounts. Effective January 1, 2019, all amounts allocated to a Participant’s accounts shall be subject to the investment direction of the
Participant as provided in this Section. For this purpose, the Trustee shall establish investment funds as designated by the Committee, as set forth in Appendix C from time to time. Notwithstanding the foregoing, effective January 1,
2019, in the event that more than 20% of the aggregate value of all of a Participant’s accounts is invested in the Gannett Stock Fund, such Participant may not transfer any new amounts to a Gannett Stock Fund or allocate new contributions
to a Gannett Stock Fund until such value drops below 20%. The Committee may adopt such rules and requirements it deems appropriate in implementing this investment limitation.
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|
6.4 |
Investment Elections. Each Participant upon commencement of participation in the Plan shall elect how the Participant’s contributions are to be invested among the available
investment choices. Once made, a Participant’s elections shall remain in effect until a new election is made. A Participant may change investment elections as to current and future Employee contributions as of any dates that may be
specified by the Committee. If for any reason a Participant fails to make an investment election or a previous election lapses, the contributions made by or on behalf of the Participant shall be invested in an age appropriate life cycle
fund designated by the Committee for this purpose. In addition, except as noted in the next paragraph, a Participant may change the investment of all or a portion of the accumulated amounts then in the Participant’s accounts. Such a
change may be made only as of any dates that may be specified by the Committee.
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6.5 |
Voting of Gannett Stock. Each Participant whose account has allocated to it any shares of Employer Stock shall be entitled to instruct the Trustee how to vote, at each
meeting of shareholders, the shares of Employer Stock held in such account, and to revoke any such instruction, to the extent permitted under the terms of such vote. Such instruction or revocation thereof shall apply to the total number
of shares of Employer Stock credited to the Participant’s account, as of the date designated by the Committee which the Committee, in its sole discretion, deems appropriate for reasons of administrative convenience. All shares of
Employer Stock for which no such instructions are timely received and all unallocated shares, including those in a suspense account, shall be voted by the Trustee in the same proportion as such shares for which the Trustee has received
timely instructions. The Committee shall use reasonable efforts to cause each Participant whose account has allocated to it any shares of Employer Stock to receive as soon as practicable all such notices and informational statements as
are furnished to the shareholders generally in respect of the exercise of voting rights, together with forms by which the Participant may on a confidential basis instruct the Trustee, or revoke such instruction, with respect to the vote
of shares of Employer Stock credited to the Participant’s account.
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6.6 |
Acquisition Loan and Release of ESOP Stock from Suspense Account. As to the portion of this Plan intended to qualify as an ESOP, the Committee, in its discretion, may direct
the Trustee to incur Acquisition Loans from time to time to acquire Employer Stock (“Financed Shares”) for the Trust or to repay a prior Acquisition Loan. Any Acquisition Loan shall be for a specific term, shall bear a reasonable rate of
interest, shall not be payable on demand except in the event of default and may be secured by a collateral pledge of the Financed Shares so acquired (or acquired with the proceeds of a prior Acquisition Loan which is being refinanced).
No other Trust assets may be pledged as collateral for an Acquisition Loan, and no lender shall have recourse against Trust assets (and any earnings thereon) or the Trustee other than any Financed Shares remaining subject to the pledge.
If the lender is a party-in-interest under ERISA, the Acquisition Loan must provide for a transfer of Trust assets on default only upon and to the extent of the failure of the Trust to meet the payment schedule of the Acquisition Loan.
Any pledge of Financed Shares must provide for the release of shares so pledged on a pro-rata basis as principal and interest on such Acquisition Loan are repaid by the Trustee and allocated to Participants’ Safe Harbor Matching
Contribution Account, Employer Matching Contribution Accounts and Employer Nonelective Contribution Accounts under Section 4.2(b). The Employer’s obligation to make contributions under Section 4.2(b) shall be reduced by the fair market
value of the Financed Shares as of the date they are released and allocated to Participants’ accounts. Repayments of principal and interest on any Acquisition Loan shall be made by the Trustee, as directed by the Committee, only from
Employer contributions paid to the Trust in cash to enable the Trustee to repay such Loan, from earnings attributable to such Employer contributions, and from any cash dividends received by the Trust on such Financed Shares as is
permitted under Code section 404(k).
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|
7.1 |
Appointment of Committee. The Board shall appoint a Committee to administer the Plan. The Committee shall consist of such number of members as the Board shall determine
from time to time. Any person, including an employee of the Employer, is eligible for appointment as a member of the Committee. Such members shall serve at the pleasure of the Board. Any member may resign by delivering a written
resignation to the Board. Vacancies in the Committee arising by resignation, death, removal or otherwise, shall be filled by the Board.
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7.2 |
Named Fiduciary and Plan Administrator. The Committee shall be the named fiduciary and plan administrator as these terms are used in ERISA. The Committee shall appoint one
of its members as secretary who shall also be the agent for the service of legal process.
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|
7.3 |
Powers and Duties of Committee. The Committee shall administer the Plan in accordance with its terms and shall have all powers necessary to carry out the provisions of the
Plan, except such powers as are specifically reserved to the Board or some other person. The Committee shall possess the power to add and delete Participating Affiliates and to appoint and remove Investment Managers. The Committee’s
powers include the power to make and publish such rules and regulations as it may deem necessary to carry out the provisions of the Plan. The Committee shall interpret the Plan and shall determine all questions arising in the
administration, interpretation, and application of the Plan, including eligibility to participate in the Plan and eligibility for benefits under the Plan. Any such determination by the Committee shall be conclusive and binding on all
persons.
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7.4 |
Operation of Committee. The Committee shall act by a majority of its members at the time in office, and such action may be taken either by a vote at a meeting or without a
meeting. Any action taken without a meeting shall be reflected in a written instrument signed by a majority of the members of the Committee. A member of the Committee who is also a Participant shall not vote on any question relating
exclusively to the Participant. Any such question shall be decided by the majority of the remaining members of the Committee. The Committee may authorize any one or more of its members to execute any document or documents on behalf of
the Committee, in which event the Committee shall notify the Trustee in writing of such action and the name or names of its member or members so designated. The Trustee thereafter shall accept and rely upon any document executed by such
member or members as representing action by the Committee until the Committee shall file with the Trustee a written revocation of such designation. The Committee may adopt such by-laws or regulations as it deems desirable for the conduct
of its affairs.
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|
7.5 |
Power to Appoint Advisors. The Committee may appoint such actuaries, accountants, attorneys, other specialists and such other persons as it deems necessary or desirable in
connection with the administration of this Plan. Such persons may, but need not, be performing services for the Employer. The Committee shall be entitled to rely upon any opinions or reports which shall be furnished to it by any such
actuary, accountant, attorney or other specialist.
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|
7.6 |
Expenses of Committee. The members of the Committee shall serve without compensation for services as such. All reasonable expenses of the Committee in administering the
Plan shall be paid by the Employer and/or the Trustee, in the discretion of the Committee, including, but not limited to, fees of actuaries, accountants, attorneys, record keepers, investment managers and other appropriate expenses.
Reasonable Plan expenses may by paid with Plan assets in such manner as determined by the Committee, in its sole discretion, including, without limitation, from Plan Forfeitures, as expenses of a particular investment option, as direct
charges to Participant accounts, and/or such other manner the Committee deems appropriate.
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|
7.7 |
Duties of Fiduciaries. All fiduciaries under the Plan and Trust shall act solely in the interests of the Participants and their Beneficiaries and in accordance with the
terms and provisions of the Plan and Trust insofar as such documents are consistent with ERISA, and with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and
familiar with such matters would use in the conduct of an enterprise of like character and with like aims. Any person may serve in more than one fiduciary capacity with respect to the Plan and Trust.
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7.8 |
Liability of Members. No member of the Committee shall incur any liability for any action or failure to act, excepting only liability for that person’s own breach of
fiduciary duty. To the extent not covered by insurance, the Employer shall indemnify each member of the Committee and any employee acting on their behalf against any and all claims, loss, damages, expense, and liability arising from any
action or failure to act.
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|
7.9 |
Allocation of Responsibility. The Board, Committee, Investment Manager and Trustee possess certain specified powers, duties, responsibilities and obligations under the Plan
and Trust. It is intended under this Plan and Trust that each be responsible solely for the proper exercise of its own functions and that each shall not be responsible for any act or failure to act of another, unless otherwise
responsible for a breach of its own fiduciary duty. The Board shall generally be responsible for appointing the Committee and for removal of its members, and for amending and terminating the Plan. The Committee is responsible for
administering the Plan, for amending the Trust, and for appointing and removing Investment Managers, Trustees and successor Trustees as described herein.
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|
7.10 |
Claims Review Procedure.
|
|
(a) |
Any Participant or Beneficiary (or an authorized representative acting on behalf of a Participant or Beneficiary) (a “claimant”) may assert a claim for benefits under the Plan or a
claim with respect to any issue that may affect the Participant’s or Beneficiary’s benefit even though benefits are not currently payable by following the procedures set forth in this Section 7.11 (the “Claims Review Procedures”). The
Committee shall delegate to one or more individuals the responsibility for the initial review of claims filed under these Claims Review Procedures (the “Designated Reviewer”). Any such claim shall be submitted to the Designated Reviewer
in writing. The Designated Reviewer will generally notify the claimant of its decision within 90 days after it receives the claim. However, if the Designated Reviewer determines that special circumstances require an extension of time to
decide the claim, it may obtain an additional 90 days to decide the claim. Before obtaining this extension, the Designated Reviewer will notify the claimant, in writing and before the end of the initial 90-day period, of the special
circumstances requiring the extension and the date by which the Designated Reviewer expects to render a decision.
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|
(b) |
If the claimant’s claim is denied in whole or in part, the Designated Reviewer will provide the claimant, within the period described above, with a written or electronic notice
which explains the reason or reasons for the decision, includes specific references to Plan provisions upon which the decision is based, provides a description of any additional material or information which might be helpful to decide the
claim (including an explanation of why that information may be necessary), and describes the appeals procedures and applicable filing deadlines, including a statement that the claimant may bring a civil action under Section 502 of ERISA
if the appeal is denied, subject to Sections 7.11(e), (f) and (g).
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|
(c) |
If a claimant disagrees with the decision reached by the Designated Reviewer, the claimant may submit a written appeal to the Committee, which shall serve as the “Appeals Reviewer”
with respect to a claim that is appealed, requesting a review of the decision. The claimant’s written appeal to the Appeals Reviewer must be submitted within 60 days of receiving the initial adverse decision by the Designated Reviewer.
The claimant’s written appeal should clearly state the reason or reasons why the claimant disagrees with the Designated Reviewer’s decision. The claimant may submit written comments, documents, records and other information relating to
the claim even if such information was not submitted in connection with the initial claim for benefits. Additionally, the claimant, upon request and free of charge, may have reasonable access and copies of all documents, records and
other information relevant to the claim.
|
|
(d) |
The Committee will generally notify the claimant of its decision within 60 days after it receives the appeal. However, if the Committee determines that special circumstances
require an extension of time to decide the claim, it may obtain an additional 60 days to decide the claim. Before obtaining this extension, the Committee will notify the claimant, in writing and before the end of the initial 60-day
period, of the special circumstances requiring the extension and the date by which the Committee expects to render a decision. The Committee will provide the claimant with an electronic or written notice of its decision. In the case of
an adverse decision, the decision will explain the reason or reasons for the decision, include specific references to Plan provisions upon which the decision is based, and indicate that the claimant is entitled to, upon request and free
of charge, reasonable access to and copies of documents, records, and other information relevant to the claim. The notice will also include a statement that the claimant may bring a civil action under Section 502 of ERISA if the appeal
is denied, subject to Sections 7.11(e), (f) and (g).
|
|
(e) |
A claimant may not commence a lawsuit or legal action against any person, including the Plan, a Plan fiduciary, the Committee, the Company, the Trustee, or any other person or
committee, without first exhausting the claims procedures set forth in the preceding paragraph. A failure to comply with the claims procedures shall preclude the claimant from bringing a lawsuit or legal action.
|
|
(f) |
A claimant may not commence a lawsuit or legal action against any person, including the Plan, a Plan fiduciary, the Committee, the Company, the Trustee, or any other person or
committee later than the earliest of:
|
|
(1) |
the first anniversary of the date of the notice of the Committee’s final decision on appeal,
|
|
(2) |
the second anniversary of the date that the alleged mistake, act or omission giving rise to the claim occurred or, if later, the date that the claimant knew or had reasonable notice
of such alleged mistake, act or omission (this refers to the date of the alleged mistake, act or omission not the date the claimant files a claim or appeal or the date the Committee renders a decision); or
|
|
(3) |
the date by which the lawsuit or legal action would have to be brought under ERISA (absent (1) and (2) above); provided that in such instances where ERISA borrows from an analogous
state law limitation period such limitation period may not exceed two years.
|
|
(g) |
A claimant that seeks to commence a lawsuit or legal action against any person, including the Plan, a Plan fiduciary, the Committee, the Company, the Trustee, or any other person or
committee, in connection with the Plan must do so in the United States District Court with jurisdiction over the area in which the Company’s corporate headquarters is located, which as of the date of this restatement is the United States
District Court for the Eastern District of Virginia. Such United States District Court is the sole forum for a claimant bringing a lawsuit.
|
|
(h) |
In the event that applicable law prohibits a specific limitation or requirement under this Section 7.11, that specific limitation or requirement shall not apply, but only to the
extent so prohibited.
|
|
(a) |
The Committee is authorized to amend the Plan by adding or eliminating Participating Affiliates (or divisions or units of an Participating Affiliate) to or from the Plan;
|
|
(b) |
The Committee is authorized to amend the appendices to the Plan that set forth the benefit provisions applicable to such Participating Affiliates (or division or units of a
Participating Affiliate);
|
|
(c) |
The Committee is authorized to merge another qualified retirement plan into the Plan, transfer a portion of the assets of the Plan to another qualified retirement plan and amend the
appendices to the Plan to reflect such transactions; and
|
|
(d) |
The Committee is authorized to adopt any amendment that it deems necessary or appropriate to qualify or maintain the Plan and the Trust Fund as a plan and trust meeting the
requirements of sections 401(a) and 501(a) of the Code or any other applicable provisions and the regulations issued thereunder, and to revise the Plan to respond to legislative or regulatory changes applicable to the Plan.
|
|
9.1 |
Successor Employer. In the event of the dissolution, merger, consolidation or reorganization of the Employer, provision may be made by which the Plan and Trust will be
continued by the successor, and, in that event, such successor shall be substituted for the Employer under the Plan. The substitution of the successor shall constitute an assumption of Plan liabilities by the successor and the successor
shall have all of the powers, duties and responsibilities of the Employer under the Plan.
|
|
9.2 |
Plan Assets. In the event of any merger or consolidation of the Plan with, or transfer in whole or in part of the assets or liabilities of the Trust Fund to, another trust
fund held under any other plan of deferred compensation maintained or to be established for the benefit of all or some of the Participants of this Plan, the assets of the Trust Fund applicable to such Participants shall be transferred to
the other trust fund only if:
|
|
(a) |
each Participant would (if either this Plan or the other plan then terminated) receive a benefit immediately after the merger, consolidation or transfer which is equal to or greater
than the benefit the Participant would have been entitled to receive immediately before the merger, consolidation or transfer (if this Plan had then terminated);
|
|
(b) |
resolutions of the Boards of Directors of the Employer under this Plan, or of any new or successor employer of the affected Participants, shall authorize such transfer of assets;
and, in the case of the new or successor employer of the affected Participants, its resolutions shall include an assumption of liabilities with respect to such Participants’ inclusion in the new employer’s plan; and
|
|
(c) |
such other plan and trust are qualified under sections 401(a) and 501(a) of the Code.
|
|
10.1 |
Right to Terminate. In accordance with the procedures set forth in this Article, and consistent with the provisions of ERISA, the Board may terminate the Plan at any time.
In the event of the dissolution, merger, consolidation or reorganization of the Employer, the Plan shall terminate and the Trust Fund shall be liquidated unless the Plan is continued by a successor to the Employer in accordance with
Section 9.1.
|
|
10.2 |
Partial Termination. Upon termination of the Plan with respect to a group of Participants which constitutes a partial termination of the Plan, the accounts of all affected
Participants shall become fully vested. The Trustee shall, in accordance with the directions of the Committee, allocate and segregate for the benefit of the Participants or Former Participants with respect to which the Plan is being
terminated the proportionate interest of such persons in the Trust Fund. The funds so allocated and segregated shall be used by the Trustee to pay benefits in accordance with Section l0.3.
|
|
10.3 |
Liquidation of Trust Fund. Upon termination of the Plan, by written notice or in actual operation, the accounts of all Participants affected thereby shall be fully vested,
and the Committee shall direct the Trustee to distribute the assets remaining in the Trust Fund, after payment of any expenses properly chargeable thereto, to Participants and Beneficiaries in proportion to their respective account
balances and in accordance with the modes of distribution provided in Article V.
|
|
10.4 |
Manner of Distribution. To the extent that no discrimination in value results, any distribution after termination of the Plan may be made, in whole or in part, in cash, in
securities, or other assets in kind, as the Committee pursuant to the provisions of Section 5.4 may determine. In the case of the ESOP, Participants shall decide whether to receive any such distribution in shares of Gannett Stock. All
non-cash distributions shall be valued at fair market value.
|
|
11.1 |
Rules to Apply if Plan Top-Heavy. Notwithstanding any other relevant provision of this Plan to the contrary, the following rules will apply for any Plan Year that the Plan
becomes “top-heavy” (as defined in Section 11.2):
|
|
(a) |
Vesting. Vesting shall continue at the rate of 25 percent after one Year of Service, 50 percent after two Years of Service and 100 percent after three Years of Service.
|
|
(b) |
Minimum Contributions. For each top-heavy Plan Year the minimum contribution allocated in the aggregate to the Employee Tax-Deferred Contribution Account, the Safe Harbor
Matching Contribution Account, the Employer Matching Contribution Account and the Employer Nonelective Contribution Account of each non-key employee (as defined in Code section 416(i)(2)) shall be equal to or greater than the lesser of
the following amounts:
|
|
(i) |
three percent of such non-key employee’s compensation; or
|
|
(ii) |
the highest percentage of compensation allocation made by or on behalf of any key employee (as defined in Code section 416(i)(1)).
|
|
(c) |
Maximum Compensation. The maximum annual compensation of each Employee that may be taken into account under the Plan shall not exceed $200,000 (or such larger amount based
on cost of living adjustments as may be permitted under the Code). For purposes of this Section, “compensation” shall include amounts described in section 132(f)(4) of the Code.
|
|
11.2 |
Top-Heavy Definition. For purposes of this Section, the Plan will be considered “top-heavy” if on any given determination date (the last day of the preceding Plan Year or,
in the case of the Plan’s first year, the last day of such Year) the sum of the account balances (including Employer Contribution Accounts, Employee Contribution Accounts and Rollover Accounts from related plans) for key employees is more
than 60 percent of the sum of the account balances of all employees, excluding former key employees. The amounts of account balances of an Employee as of the determination date shall be increased by the distributions made with respect to
the Employee under the Plan and any Plan aggregated with the Plan under section 416(g)(2) of the Code during the one-year period ending on the determination date. The preceding sentence shall also apply to distributions under a
terminated Plan which, had it not been terminated, would have been aggregated with the Plan under section 416(g)(2)(A)(i) of the Code. In the case of a distribution made for a reason other than a severance from employment, death, or
disability, this provision shall be applied by substituting a “five-year period” for “one-year period.” The account of any individual who has not performed services for the Employer during the one-year period ending on the determination
date shall not be taken into account. The method of determining the top-heavy ratio shall be made in accordance with Code section 416.
|
|
11.3 |
Key Employee Definition. Key Employee means any Employee (including any deceased Employee) who at any time during the Plan Year that includes the determination date was an
officer of the Employer having annual compensation greater than $130,000 (as adjusted under section 416(i)(1) of the Code), a five-percent owner of the Employer, or a one-percent owner of the Employer having annual compensation of more
than $150,000. For this purpose, annual compensation means compensation within the meaning of section 415(c)(3) of the Code. The determination of who is a Key Employee will be made in accordance with section 416(i)(1) of the Code and
the applicable regulations and other guidance of general applicability issued thereunder. For purposes of this Section, “compensation” shall include amounts described in section 132(f)(4) of the Code.
|
|
11.4 |
Relationship of the Normal and the Top- Heavy Vesting Schedules. If the Plan’s top-heavy status changes and this change alters the Plan’s normal vesting schedule, no
Participant’s vested accrued benefit immediately prior to such change in status shall be diminished on account of the change in the vesting schedule. In addition, the vesting for each Participant in the Plan at the time of the change in
status shall be determined under whichever schedule provides the greatest vested benefit at any particular point in time.
|
|
11.5 |
Participation in Other Plans. A non-key employee who participates in both this Plan and another top-heavy plan maintained by the Employer shall not be entitled to receive
minimum benefits and/or minimum contributions under all such plans. If the other plan is a defined contribution plan, the minimum contribution required shall be satisfied if the total contributions to both plans satisfy the minimum
contribution requirement. If the other plan is a defined benefit plan, the minimum shall be satisfied in the defined benefit plan by accruing a minimum benefit of two percent of compensation for each Year of Service during which the Plan
is top-heavy up to a maximum of ten Years of Service.
|
|
12.1 |
Nonguarantee of Employment. Nothing contained in this Plan shall be construed as a promise or contract of employment between the Employer and any Employee, or as a right of
any Employee to be continued in the employment of the Employer, or as a limitation on the right of the Employer to discharge any of its Employees, with or without cause.
|
|
12.2 |
Right to Trust Assets. No Participant, Former Participant or Beneficiary shall have any right to, or interest in, any assets of the Trust Fund upon termination of employment
or otherwise, except as provided from time to time under this Plan, and then only to the extent of the benefits payable under the Plan to such Participant, Former Participant or Beneficiary out of the assets of the Trust Fund. All
payments of benefits provided for in this Plan shall be made solely out of the assets of the Trust Fund.
|
|
12.3 |
Nonalienation of Benefits. Except for loans as provided in Section 5.9, benefits payable under this Plan shall not be subject in any manner to anticipation, alienation,
sale, transfer, assignment, pledge, encumbrance, charge, garnishment, execution, or levy of any kind, either voluntary or involuntary, including any such liability which arises from the Participant’s bankruptcy, prior to actually being
received by the person entitled to the benefit under the terms of the Plan; and any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, charge or otherwise dispose of any right to benefits payable hereunder, shall
be void. The Trust Fund shall not in any manner be liable for, or subject to, the debts, contracts, liabilities, engagements or torts of any person entitled to benefits hereunder. Nothing in this Section shall preclude payment of Plan
benefits pursuant to a qualified domestic relations order as defined in Code section 414(p).
|
|
12.4 |
Discontinuance of Employer Contributions. In the event of the permanent discontinuance of contributions to the Plan by the Employer, the accounts of all Participants shall,
as of the date of such discontinuance, become fully vested and nonforfeitable.
|
|
12.5 |
Coordination with Social Security Benefits. Any benefits which are being received by any Participant, Former Participant, or Beneficiary under this Plan and the
nonforfeitable benefits of a Participant or Former Participant who is separated from the service of the Employer, shall not be decreased by reason of any post-separation increase in its benefit levels or the wage base under Title II of
the Social Security Act effective after the later of September 2, 1974, or the date of first receipt of any benefit provided by this Plan. Solely in the case of any Participant who separates from the service of the Employer and
subsequently returns to employment and participation in this Plan, the Participant’s nonforfeitable benefit shall not be decreased by reason of any post-separation increase in Social Security benefit levels or wage base effective after
September 2, 1974, and during separation from service which would decrease the benefits to which the Participant could have been entitled had the Participant not returned to service after his separation.
|
|
12.6 |
Governing Law. To the extent not preempted by federal law, this Plan shall be interpreted and enforced in accordance with the laws of the Commonwealth of Virginia.
|
|
12.7 |
Hurricane/Storm Relief. Consistent with and to the extent permitted by IRS Announcement 2016-30, IRS Announcement 2016-39, IRS Announcement 2017-11, IRS Announcement 2017-13
and Announcement 2017-15, the Plan hereby incorporates by reference the relief provisions provided by such Announcements for victims of the August 2016 Louisiana Storms, Hurricanes Matthew, Harvey, Irma and Maria, and the 2017 California
wildfires who qualify for the relief provided by such Announcements (“Qualifying Participant”). For example, to the extent permitted by such Announcements, hardship distributions may be made to Qualifying Participants for a need arising
from such events. The Committee may rely upon representations from the Participant as to the need for, and amount of, a hardship distribution, unless the Committee has actual knowledge to the contrary, and the distribution is treated as a
hardship distribution for all purposes under the Code and regulations. The amount available for hardship distribution is limited to the maximum amount that would be permitted to be available for a hardship distribution under the Plan,
the Code and regulations. However, the relief provided by this provision applies to any hardship of the employee, not just the types enumerated in the regulations, and no post-distribution contribution restrictions are required.
|
GANNETT CO., INC.
|
||
By:
|
||
Its:
|
|
• |
A Participant shall have the following rights with respect to matching contributions accrued under the CNI Savings Plan as of November 30, 2001 (including earnings thereon):
|
|
o |
A Participant shall be permitted to receive an in-service distribution of such matching contributions (including earnings thereon) after the Participant attains age 59 ½ and
completes five years of continuous service.
|
|
o |
Such matching contributions (including earnings thereon) shall not be subject to the ESOP provisions of this Plan.
|
|
• |
In lieu of the vesting schedule described in Section 5.3, a Participant who was employed on November 30, 2001 by a business unit whose employees participated in the Central Savings
Plan shall be 100% vested in his/her matching contributions. However, the vesting scheduled described in Section 5.3 shall apply to any Participant who is hired on or after December 1, 2001 by a business unit whose employees previously
participated in the CNI Savings Plan.
|
|
• |
Any such withdrawal must be for at least $200.
|
|
• |
The Participant must be 100% vested in his/her matching contribution account.
|
|
• |
The Participant has first withdrawn the maximum amount permitted from his/her Rollover Account, his/her after-tax contribution account and his/her Prior Plan account.
|
|
• |
The Participant’s tax-deferred contributions under this Plan shall be discontinued (unless the withdrawal is due to financial hardship, as defined in Section 5.8 of the Plan, or the
withdrawal occurs after he/she attains age 59½).
|
|
• |
The Participant may resume making tax-deferred contributions on the first pay period beginning on or after the 6-month anniversary of the date of the withdrawal.
|
|
• |
For a specified period of time after closing, each Detroit Free Press, Incorporated employee who accepts an employment offer with the Detroit News, Inc. in connection with the Asset
Exchange Agreement shall be permitted to elect to directly roll over to the Plan such employee’s entire account balance in the Knight Ridder 401k Plan (including any loans), and such employee’s service with the Detroit Free Press,
Incorporated shall count for purposes of satisfying the vesting requirements under this Plan.
|
|
• |
Each Detroit News, Inc. employee who accepts an employment offer with the Detroit Free Press, Incorporated in connection with the Asset Exchange Agreement shall be fully vested in
his/her account balances and, for a specified period of time after closing, shall be permitted to elect to directly roll over to the MediaNews Group, Inc. 401(k) Plan such employee’s entire account balance in the Plan (including any
loans).
|
|
• |
After reaching age 59½, a Participant may withdraw all or part of his/her vested matching contribution account balance that was transferred from the InfiNet Plan.
|
|
• |
For purposes of calculating vesting services, Participants who formerly participated in the InfiNet Plan shall be credited with such service that they received credit for under the
InfiNet Plan.
|
|
• |
Accounts which were transferred from the JMG Plan are and will remain 100% vested.
|
|
• |
All service with Journal Media Group prior to its acquisition by the Employer will count as Years of Service for purposes of eligibility and vesting under the Plan.
|
|
• |
Prior to age 59 ½, Journal Media Group employees may make a withdrawal from the following accounts which were transferred from the JMG Plan to the Plan, but may not make more than
one withdrawal every two years:
|
|
o |
Regular Savings Contributions Account
|
|
o |
Rollover Account
|
|
o |
Employer Contributions Account, but only amounts which have been allocated for at least two years
|
|
o |
JCI Employer Contribution Account, but only amounts which have been allocated for at least two years
|
|
o |
JERA Account, but only amounts which have been allocated for at least two years
|
|
o |
Scripps Regular Savings Contributions Account
|
|
o |
Scripps Employer Contributions Account, but only amounts which have been allocated for at least two years
|
|
• |
At and after age 59 ½, Journal Media Group employees may make a withdrawal from all accounts which were transferred to the Plan, except:
|
|
o |
Transition Contribution Account
|
|
o |
Scripps Newspaper Rollover Account
|
|
• |
The following special provision shall apply to Journal Media Group employees who have accounts which were merged into the JMG Plan, and subsequently merged into the Plan, from the
Scripps Retirement & Investment Plan (the "Scripps Plan"):
|
|
o |
A Journal Media Group employee may withdraw amounts attributable to the Scripps Safe Harbor Matching Contribution Account on account of hardship (as described in Section 5.8(b) of
the Plan).
|
|
• |
That portion of a Participant’s account balance which was transferred from the Metromix LLC 401(k) Retirement Plan is 100% vested at all times.
|
|
• |
With respect to that portion of a Participant’s account which was transferred from the Metromix LLC 401(k) Retirement Plan, there is an early retirement date of age 55. A
Participant’s account is 100% vested upon the Participant’s early retirement date.
|
|
• |
A Participant may take in-service withdrawals from the rollover portion of that portion of his or her account which was transferred from the Metromix LLC 401(k) Retirement Plan.
Only two such withdrawals may be made in a one-year period.
|
|
• |
Profit sharing accounts transferred from the ReachLocal Plan are and will remain 100% vested.
|
|
• |
All service with ReachLocal prior to its acquisition by the Employer will count as Years of Service for purposes of eligibility and vesting under the Plan.
|
|
• |
All accounts transferred from the ReachLocal Plan are available for distribution after age 59-1/2 is attained.
|
|
• |
For purposes of all accounts transferred from the ReachLocal Plan, the following definition of “disability” shall apply:
|
|
• |
You will be considered to be disabled if your injury or medical condition causes you to be unable to engage in any substantial gainful activity by reason of any medically
determinable physical or medical impairment that can be expected to result in death or to be of long-continued and indefinite duration.
|
|
• |
Vesting: In the event a Participant had an account balance transferred to this Plan from The Springfield Offset Pre-Tax Savings Plan
(“Springfield Plan”), the portion of the transferred account attributable to matching contributions shall vest at the following rate:
|
One Year Vested
Periods of Service
|
Percentage
|
1
|
25%
|
2
|
50%
|
3
|
100%
|
|
o |
If an employee severs from service by reason of a quit, discharge or retirement and the employee then performs an Hour of Service within the meaning of Section 1.3.s.i of the
Springfield Plan within 12 months of the Severance from Service Date, the Period of severance shall be deemed to be a Period of service; and
|
|
o |
If an employee severs from service by reason of a quit, discharge or retirement during an absence from service of 12 months or less for any reason other than a quit, discharge,
retirement or death, and then performs an Hour of Service within the meaning of Section 1.3.s.i of the Springfield Plan within 12 months of the date on which the employee was first absent from service, the Period of Severance shall be
deemed to be a Period of Service.
|
|
o |
The date on which an employee quits, retires, is discharged or dies; or
|
|
o |
The first anniversary of the first date of a period in which an employee remains absent from service (with or without pay) with the Company for any reason other than quit,
retirement, discharge or death, such as vacation, holiday, sickness, disability, leave of absence or layoff.
|
|
• |
Withdrawals: If a Participant who had an account balance transferred from the Springfield Plan also had, as part of the transferred
account, a profit sharing account balance from a prior plan, he/she shall be entitled to make a withdrawal from the transferred profit sharing portion of the Springfield Plan account which has been allocated for at least two years. For
this purpose of calculating the two-year period, time in the prior plan, the Springfield Plan and this Plan shall be taken into account. A Participant may make only one such withdrawal during any Plan Year.
|
|
• |
For a specified period of time after closing, each Tallahassee Democrat, Inc. employee who accepts an employment offer with Federated Publications, Inc. in connection with the Asset
Exchange Agreement shall be permitted to elect to directly roll over to the Plan such employee’s entire account balance in the Knight Ridder 401k Plan (including any loans), and such employee’s service with the Tallahassee Democrat, Inc.
shall count for purposes of satisfying the vesting requirements under this Plan.
|
|
• |
Each Federated Publications, Inc. employee who accepts an employment offer with the Tallahassee Democrat, Inc. in connection with the Asset Exchange Agreement shall be fully vested
in his/her account balances and, for a specified period of time after closing, shall be permitted to elect to directly roll over to the Knight Ridder 401k Plan such employee’s entire account balance in the Plan (including any loans).
|
|
• |
TNP Participants are eligible to participate in the Plan as of the Employer’s first pay period in July 2015; provided that they shall not be eligible to receive any employer
matching or nonelective contributions.
|
|
• |
For a specified period of time after the Acquisition Date, TNP Participants who elect to directly roll over their account balances in the MediaNews Group Retirement/Savings Plan
into this Plan may rollover their plan loans as well.
|
|
• |
TNP Participants who were employed by the Texas-New Mexico Newspapers Partnership or its Affiliates immediately prior to the Acquisition Date will be credited with their service for
such entities for eligibility and vesting purposes under this Plan.
|
|
• |
Notwithstanding the foregoing, employees of the Texas-New Mexico Newspapers Partnership or its Affiliates who are members of a collective bargaining unit will not participate in the
Plan unless such participation is specifically required under a collective bargaining agreement covering their employment, and, if so required, only to the extent provided under such agreement.
|
|
• |
TNP Participants whose employment is subject to that certain Agreement between York Daily Record and Washington-Baltimore Newspaper Guild TNG-CWA 32035, dated July 1, 2014 – June
30, 2016, (the “YDR Guild Employees”) shall participate in this Plan to the extent provided under such Agreement for the duration of such Agreement, which as of the Acquisition Date provides:
|
|
o |
The YDR Guild Employees will receive an Employer nonelective contribution for each Plan Year equal to 1% of their Compensation earned after the Acquisition Date. Such contribution
shall be allocated to the Employee’s Employer Nonelective Contribution Account.
|
|
o |
The YDR Guild Employees will receive an Employer matching contribution equal to 100% of the first 2% of their Compensation that they elect to contribute to the Plan under Section
3.1 or Section 3.2.
|
|
o |
Notwithstanding the foregoing, those YDR Guild Employees covered under the Newspaper Guild International Pension Fund are not eligible to participate in this Plan.
|
|
• |
In service Distributions: A Participant who has attained age 59-1/2 and who has not separated from service may elect to obtain a distribution of his/her benefit.
|
|
• |
Death Benefits: A Participant, or the Participant’s Beneficiary, may elect that in the event the Participant dies before benefit payments commence, such payments will be deferred
until the December 31 of the calendar year in which the Participant would have attained age 70-1/2.
|
|
• |
The 1,000 Hours of Service eligibility requirement shall not apply to eligible employees of WordStream.
|
|
• |
WordStream Participants shall not be entitled to receive matching contributions until September 1, 2018, whereupon eligible WordStream Participants shall receive matching
contributions with respect to elective deferrals made for payroll periods commencing on or after September 1, 2018. Any 2018 matching “true-up” contributions made for such participants shall only be made taking into account compensation
and elective deferrals made for payroll periods commencing on or after September 1, 2018.
|
|
• |
For a period of 60 days following the closing date of the Merger Agreement, or such other period of time as the Committee may determine, WordStream Participants who elect to
directly roll over their account balances in the WordStream, Inc. 401(k) Plan into this Plan may also rollover their 401(k) plan loans into this Plan, subject to applicable requirements.
|
|
• |
WordStream Participants who were employed by WordStream, Inc. immediately prior to the closing date of the Merger Agreement will be credited with their continuous service with
WordStream, Inc. for eligibility and vesting purposes under this Plan.
|
|
1.22 |
“Employer Stock” means (1) prior to the Merger Effective Time, the common stock of the Company and (2) from and after the Merger Effective Time, the common stock of Parent.
|
|
1.29 |
“Gannett Stock Fund” means the investment fund established by the Trustee to invest in the Employer Stock.
|
|
1.36A |
“Merger Agreement” means that certain Agreement and Plan of Merger, dated as of August 5, 2019, by and among New Media Investment Group Inc., the Company, Arctic Holdings
LLC, and Arctic Acquisition Corp.
|
|
1.36B |
“Merger Effective Time” means the effective time of the merger under the Merger Agreement.
|
|
1.38A |
“Parent” means New Media Investment Group Inc., a Delaware corporation (which will be renamed “Gannett Co., Inc.” following the Merger Effective Time).
|
GANNETT CO., INC.
|
||
By:
|
||
Name:
|
||
Title:
|
Very truly yours,
|
|
/s/ Cravath, Swaine & Moore LLP
|
Signature
|
Title
|
Date
|
||
/s/ Alison Engel
|
Chief Financial Officer
(Principal Financial Officer)
|
November 20, 2019
|
||
Alison Engel | ||||
/s/ John Jeffry Louis
|
Director
|
November 20, 2019
|
||
John Jeffry Louis | ||||
/s/ Mayur Gupta
|
Director
|
November 20, 2019
|
||
Mayur Gupta | ||||
/s/ Maria Miller
|
Director
|
November 20, 2019
|
||
Maria Miller | ||||
/s/ Debra Sandler
|
Director
|
November 20, 2019
|
||
Debra Sandler | ||||
/s/ Barbara Wall
|
Director
|
November 20, 2019
|
||
Barbara Wall |