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Exhibit
10.15
EMPLOYMENT
AGREEMENT
This Agreement is made as of
February 27, 2007 between Gannett Co., Inc., a Delaware
corporation (“Gannett”), and Gracia C. Martore
(“Martore”).
Martore has contributed
substantially to the growth and success of Gannett. Gannett desires
to retain Martore’s services as set forth in the Agreement
and to provide the necessary consideration to assure such
services.
Gannett and Martore therefore
agree as follows:
1. Employment .
Gannett hereby employs Martore as its Executive Vice President and
Chief Financial Officer as of the date first set forth above, or
thereafter in such other senior executive position as Gannett and
Martore shall mutually agree upon. Martore hereby accepts the
employment specified herein, agrees to perform, in good faith, the
duties, consistent with her position, as assigned by
Gannett’s Chief Executive Officer, abide by the terms and
conditions described in this Agreement and to devote her full
working time and best efforts to Gannett. These obligations shall
not restrict Martore from engaging in customary activities as a
director or trustee of other business or not-for-profit
organizations so long as such activities, in the reasonable opinion
of Gannett’s Chief Executive Officer, do not materially
interfere with the performance of Martore’s responsibilities
under this Agreement or create a real or apparent conflict of
interests.
2. Term of Employment
. The term of employment under this Agreement shall commence on the
date set forth above and shall expire on December 31, 2009,
provided that on December 31, 2007, and on each subsequent
anniversary thereof, the term shall be deemed to have been extended
by the parties for an additional one year period, until either
party gives notice, not less than 90 days prior to
December 31, 2007, or an anniversary thereof, of a decision
not to extend for an additional one-year period.
3. Compensation .
During the term of Martore’s employment, Gannett shall pay
her a base salary at the rate of $700,000 per annum or such greater
amount as the Executive Compensation Committee shall determine
(“Base Salary”). Such Base Salary shall be payable in
accordance with Gannett’s standard payroll practices for
senior executives. Gannett may pay Martore a bonus in such amount
and at such time or times as the Executive Compensation Committee
shall determine.
4. Reimbursement for
Expenses . Martore shall be expected to incur various
reasonable business expenses customarily incurred by persons
holding like positions, including but not limited to traveling,
entertainment and similar expenses incurred for the benefit of
Gannett. Gannett shall reimburse Martore for such expenses from
time to time, at Martore’s request, and Martore shall account
to Gannett for such expenses.
5. Termination of
Agreement by Gannett .
(a) Gannett shall have the
right to terminate this Agreement under the following
circumstances:
(i) Upon the death of
Martore.
(ii) Upon notice from Gannett
to Martore in the event of an illness or other disability which has
incapacitated her or can reasonably be expected to incapacitate her
from performing her duties for six months as determined in good
faith by Gannett.
(iii) For good cause upon
notice from Gannett. For this purpose, “good cause”
means (1) any intentional, non-incidental misappropriation of
funds or property of Gannett by Martore; (2) unreasonable (and
persistent) neglect or refusal by Martore to perform her duties as
provided in Section 1 hereof and which she does not remedy
within thirty days after receipt of written notice from Gannett;
(3) the material breach by Martore of any provision of
Sections 9 or 13 which she does not remedy within thirty days
after receipt of written notice from Gannett; or
(4) conviction of Martore of a felony.
(b) If this Agreement is
terminated pursuant to Section 5(a) above, Martore’s
rights and Gannett’s obligations hereunder shall forthwith
terminate except as expressly provided in this
Agreement.
(c) If this Agreement is
terminated pursuant to Section 5(a)(i) hereof, (1) in
addition to the proceeds from the life insurance policy referred to
on Exhibit A hereto and any other benefits under the plans,
programs, practices and policies relating to death as are
applicable to Martore on the date of her death, Martore’s
estate shall be entitled to receive a cash payment equal to two
times the sum of (a) her Base Salary as in effect on the date
of her death and (b) the greater of (i) her most recent
annual bonus as of the date of her death or (ii) the average
of her three most recent annual bonuses as of the date of her
death, and (2) all stock options, restricted stock units and
any time-based equity awards granted to Martore shall vest in full
on the date of her death and the stock options and any stock
appreciation rights granted on or after February 25, 2005
shall be exercisable by her estate, or by a person who acquires the
right to exercise the stock options or stock appreciation rights by
bequest or inheritance or by reason of her death, for the lesser of
the remaining term thereof or three years. The cash payment
described in clause (c)(1) is conditioned upon and subject to
Martore’s estate or beneficiaries executing a valid release
agreement in such form as Gannett may reasonably require with
respect to claims which Martore or her estate or beneficiaries may
have arising out of Martore’s employment (the
“Release”) and shall be made to Martore’s estate
in a lump sum within 30 days after Martore’s death if the
Release has become effective and non-revocable or, if not made
then, within seven (7) days after the Release has become
effective and non-revocable.
(d) If this Agreement is
terminated pursuant to Section 5(a)(ii) hereof, (1) in
addition to any other benefits under the plans, programs, practices
and policies relating to disability as are applicable to Martore as
of the date her employment terminates (the “Termination
Date”), Martore shall be entitled to
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receive a cash payment equal
to two times the sum of (a) her Base Salary as in effect on
the date her Termination Date and (b) the greater of
(i) her most recent annual bonus as of the Termination Date or
(ii) the average of her three most recent annual bonuses as of
the Termination Date; provided, however, that if Martore’s
condition at the time of her termination does not entitle her to
disability income or to salary continuation payments from Gannett
or from its insurer under the terms of the Gannett long-term
disability plan, or any successor Gannett plan or policy in effect
at the time of such disability, then subject to Section 20 of
this Agreement, Gannett shall provide Martore with the disability
income or salary continuation payments that would have been
provided if she had qualified for them under such plan as of the
Termination Date; and, provided further, that if and when Martore
later becomes entitled to disability income or to salary
continuation payments from Gannett or from its insurer under the
terms of the Gannett long-term disability plan, or any successor
Gannett plan or policy in effect at the time of such disability,
the compensation payable to her hereunder shall be inclusive of any
such disability income or salary continuation and shall not be in
addition thereto; and (2) all stock options, restricted stock
units and any time-based equity awards granted to Martore shall
vest in full on the Termination Date and the stock options and any
stock appreciation rights granted on or after February 25,
2005 shall be exercisable for the lesser of the remaining term
thereof or three years. The cash payment described in clause (d)(1)
is conditioned upon and subject to Martore or her representatives
executing the Release and shall be made in a lump sum within 30
days after the Termination Date if the Release has become effective
and non-revocable or, if not made then, within seven (7) days
after the Release has become effective and
non-revocable.
(e) Gannett may terminate
Martore’s employment during the term of this Agreement for
reasons other than those set forth in Section 5(a), subject to
the applicable provisions of this Agreement that are intended to
survive termination of employment.
6. Termination of
Agreement by Martore . Martore shall have the right to
terminate her employment under this Agreement for “good
reason” upon 30 days’ notice to Gannett given within 90
days following the occurrence of any of the following events
without her consent, each of which shall constitute a “good
reason” for such termination; provided, that the events
described in clauses (b), (d) and (e) below shall not
constitute “good reason” if the event is remedied by
Gannett within 30 days after receipt of notice given by Martore to
Gannett specifying the event:
(a) Martore is not elected or
retained as Executive Vice President and Chief Financial Officer
(or such other senior executive position as Martore may have agreed
to serve in).
(b) Gannett acts to
materially reduce Martore’s duties and responsibilities
hereunder.
(c) Martore is required to
report to anyone other than Gannett’s Chief Executive
Officer.
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(d) Gannett acts to change
the principal geographic location of the performance of
Martore’s duties from the Washington, D.C. Metropolitan
area.
(e) Gannett materially
breaches this Agreement.
7. Consequence of
Termination or Expiration of Agreement . If this Agreement is
terminated by Martore for any reason other than pursuant to
Section 6 hereof, or Martore’s term of employment
expires by reason of Martore failing to extend it, Martore’s
rights and Gannett’s obligations hereunder shall forthwith
terminate except as expressly provided in this Agreement. If
Martore’s employment is terminated by Martore pursuant to
Section 6 hereof, or by Gannett for any reason other than the
reasons specified in Section 5(a), or Martore’s term of
employment expires by reason of Gannett failing to extend it and
Martore ceases employment upon expiration of the term, and
conditioned upon and subject to Martore executing the Release, the
following shall apply:
(a) Martore shall be paid all
earned but unpaid compensation, accrued vacation and accrued but
unreimbursed expenses required to be reimbursed under this
Agreement; and
(b) Gannett shall pay to
Martore in a lump sum in cash within 30 days after the Termination
Date if the Release has become effective and non-revocable or, if
not made then, within seven (7) days after the Release has
become effective and non-revocable, a cash severance payment equal
to two (2) times the sum of (i) her Base Salary as in
effect on the Termination Date and (ii) the greater of
(A) her most recent annual bonus as of the Termination Date or
(B) the average of her three most recent annual bonuses as of
the Termination Date. If Martore is entitled to received a change
in control payment under Section 10, the amount determined
under this Section 7(b) shall be reduced (but not below zero)
by the amount paid to Martore under Section 10; and
(c) All stock options,
restricted stock units and any time-based equity awards granted to
Martore shall vest in full on the Termination Date and the stock
options and any stock appreciation rights granted on or after
February 25, 2005 shall be exercisable for the lesser of the
remaining term thereof or three years; and
(d) Within 30 days after the
Termination Date if the Release has become effective and
non-revocable or, if not made then, within seven (7) days
after the Release has become effective and non-revocable, Martore
shall receive a payout of her awards under Gannett’s Long
Term Incentive Plan (“LTIP”) or any replacement plan or
arrangement. The number of Performance Shares and the amount of
Cash-Based Performance Units earned by Martore under the LTIP shall
be determined as if Gannett’s performance for the Performance
Period was at the Threshold Performance Level for the entire
Performance Period (as such capitalized terms are defined under the
LTIP); and
(e) Martore shall not be
required to mitigate damages or the amount of any payment provided
for under this Agreement by seeking other employment or otherwise,
nor will any payments hereunder be subject to offset in respect of
any
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claims which Gannett may have
against Martore, nor shall the amount of any payment or benefit
provided for in this Section 7 be reduced by any compensation
earned as a result of Martore’s employment with another
employer.
8. Miscellaneous
Additional Benefits .
(a) Active Employment
Benefits . Martore shall be entitled to receive during her
period of active full-time employment with Gannett the following
benefits:
(i) Customary Executive
Benefits . All benefits, facilities or privileges, in
comparable amounts and under comparable terms and conditions, as
are made available during such period to any other senior executive
of Gannett other than sign-on bonuses and similar one-time
benefits.
(ii) Stock Options and
Restricted Stock Units . All Gannett stock options, restricted
stock units and any time-based equity awards granted to Martore on
or after February 25, 2005 shall become fully vested within
four years from the date of grant and, with respect to a
termination of her employment for any reason other than for good
cause as defined in Section 5(a)(iii), shall
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