As filed with the U.S. Securities and Exchange Commission on January 8, 2021
 
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Gannett Co., Inc.
(Exact name of registrant as specified in its charter)

 Delaware

38-3910250
(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

7950 Jones Branch Drive
McLean, VA 22107-0910
703-854-6000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)


Gannett Co., Inc. Performance Restricted Stock Unit Grant Agreement
(Employment Inducement Award Granted to Michael Reed)
(Full title of the plan)


Polly Grunfeld Sack
General Counsel
Gannett Co., Inc.
175 Sully’s Trail
Pittsford, NY 14534
(585) 598-0032
(Name, address, including zip code, and telephone number, including area code, of agent for service)


Copies to:
Joseph A. Coco, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
One Manhattan West
New York, NY 10001
(212) 735-3000


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer
☐

Accelerated filer
☒
Non-accelerated filer
☐

Smaller reporting company
☐



Emerging growth company
☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered

Amount to be
Registered(1)

Proposed
Maximum
Offering Price per
Share(2)

Proposed Maximum
Aggregate Offering
Price(2)

Amount of
Registration Fee
Common Stock, par value $0.01 per share, to be issued under the Gannett Co., Inc. Performance Restricted Stock Unit Grant Agreement

2,000,000 shares

$3.17

$6,340,000.00

$691.69


(1)
Represents shares of common stock that are issuable upon the vesting of performance restricted stock units granted to Michael Reed as material inducement for Mr. Reed to accept his offer of employment as Chief Executive Officer of the registrant. In addition, pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminate number of shares that may become issuable under the award by reason of certain corporate transactions or events, including any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration that results in an increase in the number of the registrant’s outstanding common stock.


(2)
Estimated pursuant to Rules 457(c) and (h) under the Securities Act, solely for the purpose of calculating the registration fee and based upon the average of the high and low prices of the registrant’s common stock, as reported on the New York Stock Exchange on January 4, 2021.

EXPLANATORY NOTE

This Registration Statement on Form S-8 is filed by Gannett Co., Inc. (the “Company”) to register 2,000,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), which may be issued upon the vesting of performance restricted stock units granted to Michael Reed, the Company’s Chief Executive Officer, in accordance with the terms of the Gannett Co., Inc. Performance Restricted Stock Unit Grant Agreement, by and between the Company and Mr. Reed, dated as of January 8, 2021, in reliance on the employment inducement award exemption under the New York Stock Exchange Listed Company Manual Rule 303A.08.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.
Plan Information.*

Item 2.
Registrant Information and Employee Plan Annual Information.

* The documents containing the information specified in Part I of Form S-8 will be sent or given to employees as specified by Rule 428(b)(1) under the Securities Act. Such documents need not be filed with the U.S. Securities and Exchange Commission (the “SEC”) either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.
Incorporation of Documents by Reference.

The following documents, which have been filed with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are hereby incorporated by reference in, and shall be deemed to be a part of, this Registration Statement:
 

●
The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed on March 2, 2020 (the “2019 Form 10-K”).
 

●
The Company’s Quarterly Reports on Form 10-Q filed on May 7, 2020, August 6, 2020, and November 3, 2020.
 

●
The portions of the Company’s Definitive Proxy Statement on Schedule 14A, filed on April 28, 2020, that are incorporated by reference into Part III of the 2019 Form 10-K.
 

●
The Company’s Current Reports on Form 8-K filed on January 8, 2020, April 1, 2020, April 6, 2020, April 7, 2020, June 9, 2020, June 18, 2020, August 6, 2020, September 8, 2020, November 18, 2020, December 22, 2020, and December 28, 2020 (other than the portions of those documents not deemed to be filed pursuant to the rules promulgated under the Exchange Act).
 

●
The Company’s description of its Common Stock contained in Exhibit 4.6 of the 2019 Form 10-K, including any subsequently filed amendments or reports filed for the purpose of updating such description.

All documents, reports or definitive proxy or information statements subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein (or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein) modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

This Registration Statement does not, however, incorporate by reference any documents or portions thereof that are not deemed “filed” with the SEC, including any information furnished pursuant to Item 2.02 or Item 7.01 of the Company’s Current Reports on Form 8-K unless, and except to the extent, specified in such Current Reports.

Item 4.
Description of Securities.

Not applicable.

Item 5.
Interests of Named Experts and Counsel.

Not applicable.

Item 6.
Indemnification of Directors and Officers.

Section 102 of the Delaware General Corporation Law (the “DGCL”) allows a corporation to eliminate the personal liability of directors to a corporation or its stockholders for monetary damages for a breach of a fiduciary duty as a director, except where the director breached his duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, negligently or willfully authorized the payment of a dividend or approved a stock repurchase or redemption in violation of Delaware corporate law or obtained an improper personal benefit.

Section 145 of the DGCL provides, among other things, that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the corporation’s request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with the action, suit or proceeding. The power to indemnify applies if (1) such person is successful on the merits or otherwise in defense of any action, suit or proceeding or (2) such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The power to indemnify applies to actions brought by or in the right of the corporation as well, but only to the extent of defense expenses (including attorneys’ fees but excluding amounts paid in settlement) actually and reasonably incurred and not to any satisfaction of judgment or settlement of the claim itself, and with the further limitation that in such actions no indemnification shall be made in the event of any adjudication of negligence or misconduct in the performance of his duties to the corporation, unless a court believes that in light of all the circumstances indemnification should apply.

Section 174 of the DGCL provides, among other things, that a director who willfully or negligently approves of an unlawful payment of dividends or an unlawful stock purchase or redemption may be held liable for such actions. A director who was either absent when the unlawful actions were approved or dissented at the time, may avoid liability by causing his or her dissent to such actions to be entered in the books containing the minutes of the meetings of the board of directors at the time the action occurred or immediately after the absent director receives notice of the unlawful acts.

The Company’s amended and restated certificate of incorporation states that no director shall be personally liable to the Company or any of the Company’s stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as it exists or may be amended. A director is also not exempt from liability for any transaction from which he or she derived an improper personal benefit, or for violations of Section 174 of the DGCL. To the maximum extent permitted under Section 145 of the DGCL, the Company’s amended and restated certificate of incorporation authorizes the Company to indemnify any and all persons whom we have the power to indemnify under the law.

The Company’s amended and restated bylaws provide that the Company will indemnify, to the fullest extent permitted by the DGCL, each person who was or is made a party or is threatened to be made a party in any legal proceeding by reason of the fact that he or she is or was a director or officer of the Company or is or was a director or officer of the Company serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. However, such indemnification is permitted only if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. Indemnification is authorized on a case-by-case basis by (1) the Company’s Board of Directors by a majority vote of disinterested directors, (2) a committee of the disinterested directors, (3) independent legal counsel in a written opinion if (1) and (2) are not available, or if disinterested directors so direct, or (4) the stockholders. Indemnification of former directors or officers shall be determined by any person authorized to act on the matter on the Company’s behalf. Expenses incurred by a director or officer in defending against such legal proceedings are payable before the final disposition of the action, provided that the director or officer undertakes to repay the Company if it is later determined that he or she is not entitled to indemnification.

The Company has entered into separate indemnification agreements with its directors and officers. Each indemnification agreement provides, among other things, for indemnification to the fullest extent permitted by law and the Company’s amended and restated certificate of incorporation and amended and restated bylaws against any and all expenses, judgments, fines, penalties and amounts paid in settlement of any claim. The indemnification agreements provide for the advancement or payment of all expenses to the indemnitee and for reimbursement to the Company if it is found that such indemnitee is not entitled to such indemnification under applicable law and the Company’s amended and restated certificate of incorporation and amended and restated bylaws.

2
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provisions, the Company has been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 7.
Exemption from Registration Claimed.

Not applicable.

Item 8.
Exhibits.

Exhibit No.
Description
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).
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).
Certificate of Designation of Series A Junior Participating Preferred Stock of Gannett Co., Inc. (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on April 7, 2020).
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).
Gannett Co., Inc. 2020 Omnibus Incentive Compensation Plan, adopted as of February 26, 2020 (incorporated herein by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10-K, filed on March 2, 2020).
Amendment No. 1 to 2020 Omnibus Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on December 28, 2020).
5.1
Opinion of Skadden, Arps, Slate, Meagher & Flom LLP as to legality.
Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1).
Consent of Ernst & Young LLP. independent registered public accounting firm of the Company.
Power of Attorney (included on the signature pages hereto).
Gannett Co., Inc. Performance Restricted Stock Unit Grant Agreement, dated as of January 8, 2021.

* Previously filed.
 
3
Item 9.
Undertakings.

(a)
The undersigned registrant hereby undertakes:


(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:


(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act;


(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


(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;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this Item 9 do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.


(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.


(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.

(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.

(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.

4
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of McLean, State of Virginia, on January 8, 2021.


GANNETT CO., INC.


 

By:
/s/ Michael E. Reed

Name:
Michael E. Reed

Title:
Chief Executive Officer and Chairman


(Principal Executive Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each officer and director of Gannett Co., Inc. whose signature appears below constitutes and appoints Michael E. Reed and Polly Grunfeld Sack, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and revocation, for him or her and in his or her name, place and stead, in any and all capacities, to execute any or all amendments (including post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and all documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing which said attorney-in-fact and agent may deem necessary or advisable to be done or performed in connection with any or all of the above described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature

Title

Date





 /s/ Douglas E. Horne

Chief Financial Officer

January 8, 2021
Douglas E. Horne

(Principal Financial Officer and
Principal Accounting Officer)





/s/ Michael E. Reed

Chief Executive Officer and Chairman

January 8, 2021
Michael E. Reed







/s/ Theodore P. Janulis

Director

January 8, 2021
Theodore P. Janulis







/s/ John Jeffry Louis

Director

January 8, 2021
John Jeffry Louis









/s/ Maria Miller

Director

January 8, 2021
Maria Miller









/s/ Debra Sandler

Director

January 8, 2021
Debra Sandler









/s/ Kevin Sheehan

Director

January 8, 2021
Kevin Sheehan









/s/ Laurence Tarica

Director

January 8, 2021
Laurence Tarica









/s/ Barbara Wall

Director

January 8, 2021
Barbara Wall






Exhibit 5.1

Skadden, Arps, Slate, Meagher & Flom LLP
One Manhattan West
New York, New York 10001
(212) 735-3000

January 8, 2021

Gannett Co., Inc.
7950 Jones Branch Drive
McLean, VA 22107-0910


Re:
Gannett Co., Inc.


Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as special United States counsel to Gannett Co., Inc., a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-8 of the Company (together with the exhibits thereto, the “Registration Statement”) to be filed on the date hereof with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (the “Securities Act”).  The Registration Statement relates to the issuance by the Company from time to time, pursuant to Rules 415 and 416, as applicable, of the General Rules and Regulations of the Commission promulgated under the Securities Act (the “Rules and Regulations”) of up to 2,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share, that may be issued pursuant an equity grant to Michael Reed, pursuant to an employment inducement award within the meaning of the New York Stock Exchange Listed Company Manual 303A.08 (the “Employment Inducement Award”).

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K of the Rules and Regulations.

In rendering the opinion set forth herein, we have examined and relied on the following:
 

(a)
the Registration Statement in the form filed with the Commission on the date hereof;
 

(b)
an executed copy of a certificate of Polly Grunfeld Sack, General Counsel of the Company, dated the date hereof (the “Officer’s Certificate”);
 

(c)
the Performance Restricted Stock Unit Award Agreement, setting forth the terms of the Employment Inducement Award (the “Award Agreement”), certified pursuant to the Officer’s Certificate;
 

(d)
the Gannett Co., Inc. 2020 Omnibus Incentive Compensation Plan and Amendment No. 1 thereto (the terms of which are referenced in the Award Agreement), certified pursuant to the Officer’s Certificate;
 

(e)
the Amended and Restated Certificate of Incorporation of the Company, as amended to date and currently in effect (the “Amended and Restated Certificate of Incorporation”), certified by the Secretary of the State of the State of Delaware as of December 22, 2020, and certified pursuant to the Officer’s Certificate;
 

(f)
the Amended and Restated Bylaws of the Company, as amended to date and currently in effect (the “Amended and Restated Bylaws”), certified pursuant to the Officer’s Certificate; and
 

(g)
a unanimous written consent of the Board of Directors of the Company adopted on December 21, 2020, relating to the appointment of Mr. Reed, the employment agreement of Mr. Reed, the Employment Inducement Award, the Award Agreement and certain related matters, certified pursuant to the Officer’s Certificate.

In our examination, we have assumed the genuineness of all signatures, including electronic signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photocopied copies, and the authenticity of the originals of such copies. In making our examination of executed documents, we have assumed that the parties thereto, other than the Company, had the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and the execution and delivery by such parties of such documents and the validity and binding effect thereof on such parties.

In rendering the opinion stated herein, we have also assumed that (i) an appropriate account statement evidencing the Shares credited to Mr. Reed’s account maintained with the Company’s transfer agent has been issued by the Company’s transfer agent, (ii) the issuance of the Shares will be properly recorded in the books and records of the Company, and (iii) the issuance of the Shares does not violate or conflict with any agreement or instrument binding on the Company (except that we do not make this assumption with respect to the Amended and Restated Certificate of Incorporation or the Amended and Restated Bylaws). As to any facts material to the opinions expressed herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and others and of public officials, including the facts and conclusions set forth in the Officer’s Certificate.

We do not express any opinion with respect to the law of any jurisdiction other than the laws of the General Corporation Law of the State of Delaware.

Based upon the foregoing and subject to the foregoing, we are of the opinion that the Shares have been duly authorized by the Company and, when the Shares are issued in accordance with the terms and conditions of the Award Agreement for consideration paid or delivered in an amount at least equal to the par value of such Shares, the Shares will be validly issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations. This opinion is expressed as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable law.


Very truly yours,



/s/ Skadden, Arps, Slate, Meagher & Flom LLP


Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Gannett Co., Inc. Performance Restricted Stock Unit Grant Agreement of our reports dated March 2, 2020, with respect to the consolidated financial statements of Gannett Co., Inc. and the effectiveness of internal control over financial reporting of Gannett Co., Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2019, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Tysons, VA
January 8, 2021


Exhibit 99.1

GANNETT CO., INC.
PERFORMANCE RESTRICTED STOCK UNIT GRANT AGREEMENT
 
This Performance Restricted Stock Unit Award Agreement (this “Agreement”), dated as of January 8, 2021 (the “Grant Date”), is made by and between Gannett Co., Inc., a Delaware corporation (the “Company”), and Michael Reed (the “Grantee”).
 
WHEREAS, the PRSUs being awarded under this Agreement are intended to qualify as an “employment inducement award” (as described in Section 303A.08 of the New York Stock Exchange Listed Company Manual) and are therefore not being granted under the Gannett Co., Inc. 2020 Omnibus Incentive Compensation Plan (as amended from time to time, the “Plan”), but the provisions of the Plan shall apply to the PRSUs granted under this Agreement as if they were granted under the Plan; and
 
WHEREAS, any capitalized term that is used but not otherwise defined in this Agreement shall have the meaning ascribed to such term in the Plan.

1.          Grant of PRSUs.  The Company hereby grants to the Grantee a total of 2,000,000 performance restricted stock units (the “PRSUs”) as of the Grant Date.  Each PRSU represents the right to receive one (1) share of Stock.
 
2.          Performance Criteria for PRSUs.
 
(a)          The number of PRSUs that are eligible to vest in accordance with Section 3 of this Agreement shall be determined by calculating the highest twenty (20) consecutive trading day average price of a share of Stock during the period beginning on January 1, 2021 and ending on December 31, 2023, or such other applicable period as referenced in Section 3 of this Agreement (as determined by the Committee, the “Highest Average Trading Price”).
 
(b)          If the Highest Average Trading Price during the applicable period equals or exceeds $4.00, then the number of PRSUs that are eligible to vest will be determined in accordance with the following table:
 
Highest Average
Trading Price
Number of PRSUs Eligible to
Vest
$4.00
500,000
$5.00
750,000
$6.00
1,000,000
$7.00
1,250,000
$8.00
1,500,000
$9.00
1,750,000
$10.00 or More
2,000,000

(c)          If the Highest Average Trading Price is greater than $4.00 but less than $10.00, then the “Number of PRSUs Eligible to Vest” set forth in the table in Section 2(b) of this Agreement shall be determined by linear interpolation.  For example, if the Highest Average Trading Price is $4.50, then 625,000 PRSUs will be eligible to vest.
 
3.          Vesting of PRSUs.
 
(a)           If the Grantee remains employed by the Company through December 31, 2022 (the “First Vesting Date”) and the Highest Average Trading Price at any time during the period beginning on the Grant Date and ending on the First Vesting Date equals or exceeds $4.00, then the Grantee will vest in a number of PRSUs equal to the lesser of (i) the number of PRSUs that become eligible to vest in accordance with Section 2 of this Agreement based on the Highest Average Trading Price during the period beginning on the Grant Date and ending on the First Vesting Date and (ii) 1,000,000 PRSUs (the number of PRSUs, if any, that become vested as of the First Vesting Date, the “First Vesting Date PRSUs”).
 
(b)          If the Grantee remains employed by the Company through December 31, 2023 (the “Final Vesting Date”) and the Highest Average Trading Price at any time during the period beginning on the Grant Date and ending on the Final Vesting Date equals or exceeds $4.00, then the Grantee will vest in a number of PRSUs equal to (i) the number of PRSUs that become eligible to vest in accordance with Section 2 of this Agreement based on the Highest Average Trading Price during the period beginning on the Grant Date and ending on the Final Vesting Date, less (ii) the First Vesting Date PRSUs, if applicable.
 
(c)          If (i) the Grantee’s employment with the Company is terminated prior to the Final Vesting Date either by the Company without Cause prior to a Change in Control or as a result of the Grantee’s death or Disability and (ii) the Highest Average Trading Price at any time during the period beginning on the Grant Date and ending on the date of such termination equals or exceeds the $4.00, then the Grantee will vest in a number of PRSUs equal to (1) the product of (x) the number of PRSUs that become eligible to vest in accordance with Section 2 of this Agreement based on the Highest Average Trading Price during the period beginning on the Grant Date and ending on the applicable date of termination and (y) a fraction, the numerator of which is the number of days elapsed between the Grant Date and the date of termination and the denominator of which is 1,095, less (2) the First Vesting Date PRSUs, if applicable.  For purposes of this Section 3(c), “Cause” shall have the meaning set forth in the Company’s Executive Severance Plan, as in effect on the Grant Date.
 
(d)          If (i) the Grantee’s employment with the Company is terminated by the Company without Cause prior to the Final Vesting Date, but on or following a Change in Control, and (ii) the Highest Average Trading Price at any time during the period beginning on the Grant Date and ending on the date of such termination equals or exceeds $4.00, then the Grantee will vest in a number of PRSUs equal to (1) the number of PRSUs that become eligible to vest in accordance with Section 2 of this Agreement based on the Highest Average Trading Price during the period beginning on the Grant Date and ending on the date of such termination, less (2) the First Vesting Date PRSUs, if applicable.  For purposes of this Section 3(d), “Cause” shall have the meaning set forth in the Company’s Change in Control Severance Plan, as in effect on the Grant Date.
 
(e)          If the Grantee’s employment is terminated by the Company for Cause prior to the Final Vesting Date, then all outstanding PRSUs, whether vested or unvested, will immediately be forfeited without the payment of any consideration.  For purposes of this Section 3(e), “Cause” shall have the meaning set forth in (i) Section 3(c) for a termination occurring prior to a Change in Control or (ii) Section 3(d) for a termination occurring on or following a Change in Control.
 
4.          Settlement of PRSUs.  Any shares of Stock issuable in respect of PRSUs that have vested in accordance with Section 3 of this Agreement shall be delivered to the Grantee as soon as practicable following vesting and in no event later than March 15 of the year following the year in which vesting occurs.
 
5.          Voting and Dividend Equivalent Rights.  The Grantee shall have no rights of a stockholder (including the right to distributions or dividends) until shares of Stock are delivered to the Grantee following vesting of the PRSUs; provided, that, with respect to the period commencing on the Grant Date and ending on the date the shares of Stock subject to the PRSUs are delivered to the Grantee pursuant to Section 4 of this Agreement, the Grantee shall be eligible to receive an amount of cash equal to the product of (i) the number of shares of Stock, if any, delivered to the Grantee following the vesting of the PRSUs and (ii) the amount of cash distributed with respect to an outstanding share of Stock during such period, which amount of cash shall be paid to the Grantee on or about the date such shares of Stock are delivered to the Grantee.  No interest or other earnings will be credited with respect to such payment.
 
6.          Delays or Omissions.  No delay or omission to exercise any right, power, or remedy accruing to any party hereto upon any breach or default of any party under this Agreement, shall impair any such right, power or remedy of such party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of any similar breach or default thereafter occurring nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, shall be in writing and shall be effective only to the extent specifically set forth in such writing.
 
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7.          Agreement Subject to Plan.  Notwithstanding that the PRSUs being granted under this Agreement are intended to qualify as an “employment inducement award” (as described in Section 303A.08 of the New York Stock Exchange Listed Company Manual) and therefore not being granted under the Plan, this Agreement is made pursuant to all of the terms and conditions of the Plan as if the PRSUs were granted under the Plan, which is incorporated herein by this reference, and is intended, and shall be interpreted in a manner, to comply therewith.
 
8.          Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.
 
9.          Grantee Acknowledgment.  The Grantee hereby acknowledges that all decisions, determinations and interpretations of the Board or the Committee in respect of this Agreement and the PRSUs shall be final and conclusive.
 
10.        Restrictions on Transfer.
 
(a)          No purported sale, assignment, mortgage, hypothecation, transfer, charge, pledge, encumbrance, gift, transfer in trust (voting or other) or other disposition of, or creation of a security interest in or lien on, any PRSUs, or any agreement or commitment to do any of the foregoing (each a “Transfer”) by any holder thereof will be valid, except with the prior written consent of the Board (such consent shall be granted or withheld in the sole discretion of the Board) or under the laws of descent and distribution.
 
(b)          Any purported Transfer of PRSUs or any economic benefit or interest therein in violation of this Agreement shall be null and void ab initio, and shall not create any obligation or liability of the Company, and any Person purportedly acquiring any PRSUs or any economic benefit or interest therein transferred in violation of this Agreement shall not be entitled to be recognized as a holder thereof.
 
(c)          Without prejudice to the foregoing, in the event of a Transfer or an attempted Transfer in violation of this Agreement, all PRSUs relating thereto, and all of the rights related thereto, shall be immediately forfeited without consideration.
 
11.          Taxes.  The Grantee may be required, as a condition to the delivery of any shares of Stock relating to the PRSUs, to pay to the Company, in cash, the amount of any applicable withholding taxes in respect thereof.  The Company shall be entitled to take such other action as the Board or Committee deems necessary or appropriate to satisfy all obligations for the payment of such withholding taxes, including, solely in the Board’s or the Committee’s discretion, the withholding of shares of Stock with a maximum aggregate Fair Market Value equal to such amount of taxes required to be withheld, determined based on the greatest statutory withholding rates for federal, state, foreign and/or local tax purposes, including payroll taxes, that may be utilized without creating adverse accounting treatment with respect to the PRSUs granted hereunder, as determined by the Company.
 
12.          Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of laws of such state.
 
13.          Securities Laws Requirements.  The Company shall not be obligated to issue shares of Stock to the Grantee if such transfer, in the opinion of counsel for the Company, would violate the Securities Act (or any other federal or state statutes having similar requirements as may be in effect at that time).
 
14.          Notices.  All notices or other communications provided hereunder must be in writing and mailed or delivered either (i) to the Company at its principal place of business or (ii) to the Grantee at the address on file with the Company, or such other address as the Company or the Grantee may provide to the other for purposes of providing notice. Any such notice shall be deemed effective (1) upon delivery if delivered in person, (2) on the next business day if transmitted by national overnight courier and (3) on the fourth business day following mailing by first class mail.
 
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15.          Agreement Not a Contract for Services.  Neither the granting of the PRSUs, this Agreement nor any other action taken pursuant to this Agreement shall constitute or be evidence of any agreement or understanding, express or implied, that the Grantee has a right to continue to provide services as an officer, director, employee, consultant or advisor of the Company or any of its subsidiaries or affiliates for any period of time or at any specific rate of compensation.
 
16.          Representations.  The Grantee has reviewed with the Grantee’s own tax advisors the federal, state, local and foreign tax consequences of the transactions contemplated by this Agreement. The Grantee is relying solely on such advisors and not on any statements or representations of the Company or any of its agents.
 
17.          Amendments; Construction.  The Company may amend the terms of this Agreement prospectively or retroactively at any time, but no such amendment shall impair the rights of the Grantee hereunder without the Grantee’s consent. Headings to Sections of this Agreement are intended for convenience of reference only, are not part of this Agreement and shall have no effect on the interpretation hereof.
 
18.          Adjustments.  Pursuant to Section 3.3 of the Plan, upon the occurrence of any event which affects the shares of Stock in such a way that an adjustment of outstanding PRSUs is appropriate in order to prevent the dilution or enlargement of rights with respect to the PRSUs (including, without limitation, any extraordinary dividend or other distribution (whether in cash or in kind), recapitalization, stock split, reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase, or share exchange, or other similar corporate transaction or event), the Committee shall make such equitable adjustments as it deems necessary or appropriate to the number and kind of securities or other property (including cash) issued or issuable in respect of outstanding PRSUs.
 
19.          Section 409A.  The intent of the parties is that the payments and benefits under this Agreement comply with Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), to the extent subject thereto, and accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith.  Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement or any other arrangement between the Grantee and the Company during the six-month period immediately following the Grantee’s separation from service shall instead be paid on the first business day after the date that is six months following the Grantee’s separation from service (or, if earlier, the Grantee’s date of death).  All payments under this Agreement shall be considered to be separate payments for purposes of Section 409A.  The Company makes no representation that any or all of the payments described in this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment.  The Grantee shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A of the Code.
 
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IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by its duly authorized officer and the Grantee has hereunto signed this Agreement on the Grantee’s own behalf, thereby representing that the Grantee has carefully read and understands this Agreement as of the day and year first written above.


Gannett Co., Inc.




/s/ Douglas E. Horne


By:
Douglas E. Horne

Title:
Chief Financial Officer




Grantee:



/s/ Michael Reed


Michael Reed