TERMINATION
BENEFITS AGREEMENT
This
Termination Benefits Agreement (“Agreement”) is made as
of December 5, 2007 between Gannett Co., Inc., a Delaware
corporation (“Gannett”), and Chris Saridakis
(“Saridakis”).
Gannett
desires to appoint Saridakis as its Senior Vice President and Chief
Digital Officer and, to secure his acceptance of this position,
desires to memorialize the compensation and benefits he would
receive in the event his employment terminates under certain
circumstances.
Gannett and
Saridakis hereby agree as follows:
1.
Termination of Employment by Saridakis . Saridakis shall
have the right to terminate his employment with Gannett for
“good reason” upon 30 days’ written notice
to Gannett given within 90 days following the occurrence of
any of the following events, each of which shall constitute a
“good reason” for such termination:
(a) Saridakis
is not elected or retained as Senior Vice President and Chief
Digital Officer (or a substantially similar title or such other
senior executive position as Saridakis may agree to serve
in);
(b) Gannett
acts to materially reduce Saridakis’s duties and
responsibilities and Gannett does not remedy such situation within
30 days after receipt of written notice from
Saridakis;
(c) Saridakis
is required to report to anyone other than Gannett’s
President or Chief Executive Officer; or
(d) Gannett
materially breaches this Agreement and Gannett does not remedy such
breach within 30 days after receipt of written notice from
Saridakis.
2.
Termination of Employment by Gannett . Gannett shall have
the right to terminate Saridakis’s employment for “good
cause” upon written notice to Saridakis following the
occurrence of any of the following events, each of which shall
constitute a “good cause” for such
termination:
(a) intentional
misappropriation of Gannett funds or property by
Saridakis;
(b) unreasonable
and persistent neglect or refusal by Saridakis to perform the
duties of his position which he does not remedy within 30 days
after receipt of written notice from Gannett;
(c) material
breach by Saridakis of any provision of the Non-Competition,
Non-Solicitation and Confidentiality Agreement between Gannett and
Saridakis which he does not remedy within 30 days after
receipt of written notice from Gannett; or
(d) conviction
of Saridakis of a felony.
Gannett
may also terminate Saridakis’s employment for convenience
(i.e., for any reason other than good cause), subject to the
applicable provisions of this Agreement that are intended to
survive termination of employment.
3.
Consequence of Termination of Employment . If Saridakis
terminates his employment with Gannett for any reason other than
good reason or Gannett terminates his employment for good cause,
Saridakis shall have no further rights and Gannett shall have no
further obligations under this Agreement. If Saridakis terminates
his employment for good reason or Gannett terminates
Saridakis’s employment for convenience, then conditioned upon
and subject to Saridakis executing a valid release agreement in
such form as Gannett may reasonably require with respect to claims
which Saridakis or his estate or beneficiaries may have arising out
of Saridakis’s employment (the “Release”), the
following shall apply:
(a) Saridakis
shall be paid all earned but unpaid compensation, accrued vacation
and accrued but unreimbursed expenses required to be reimbursed
through the date his employment terminates (the “Termination
Date”);
(b) Gannett
shall pay to Saridakis 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 7 days after the
Release has become effective and non-revocable, a cash severance
payment equal to 2 times the sum of (i) his base salary in
effect on the Termination Date and (ii) the greater of
(A) his most recent annual bonus as of the Termination Date or
(B) the average of his three most recent annual bonuses as of the
Termination Date;
(c) All
stock options, restricted stock units and any time-based equity
awards granted to Saridakis shall vest in full on the Termination
Date and shall be exercisable for the lesser of the remaining term
thereof or three years. To the extent that any restricted stock
units or any time-based equity awards are subject to the
requirements of S
