Common use of During the Transition Period Clause in Contracts

During the Transition Period. During the Transition Period, if Executive’s employment is terminated by Executive pursuant to Section 6(a) hereof, or by Gannett pursuant to Section 5(e) hereof, and conditioned upon and subject to Executive executing a valid release agreement releasing Gannett, its affiliates, and their respective employees, directors and agents, from any and all claims which Executive has or may have against such parties arising out of Executive’s employment (the “Release”), the following shall apply: (i) Executive shall be entitled to receive a cash severance payment equal to 1.5 times the sum of Executive’s (1) annual salary at the then current rate, and (2) most recent annual bonus paid to Executive prior to the Termination Date (both prior to any elective deferrals or any other deductions as to such salary or bonus). Such cash payment shall be payable 30 days after the Termination Date, provided that the Release has become effective on or before such date; and (ii) All outstanding stock options granted to Executive on or prior to the Termination Date shall vest in full on the Termination Date. In the event that Gannett grants any stock-based awards to Executive that are subject to performance-based vesting, such awards granted to Executive on or prior to the Termination Date shall be deemed to have been fully earned as of such date and the value thereof shall be promptly paid to Executive; and (iii) Executive 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 claims which Gannett may have against Executive, 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 Executive’s self-employment or employment with another employer.

During the Transition Period. During the Transition Period, if Executive’s employment is terminated by Executive pursuant to Section 6(a) hereof, or by Gannett pursuant to Section 5(e) hereof, and conditioned upon and subject to Executive executing a valid release agreement releasing Gannett, its affiliates, and their respective employees, directors and agents, from any and all claims which Executive has or may have against such parties arising out of Executive’s employment (the “Release”), the following shall apply: (i) Executive shall be entitled to receive a cash severance payment equal to 1.5 times the sum of Executive’s (1) annual salary at the then current rate, and (2) most recent annual bonus paid to Executive prior to the Termination Date (both prior to any elective deferrals or any other deductions as to such salary or bonus). Such cash payment shall be payable 30 days after the Termination Date, provided that the Release has become effective on or before such date; and (ii) All outstanding stock options granted to Executive on or prior to the Termination Date shall vest in full on the Termination DateDate and shall be exercisable for the lesser of the remaining term thereof or three years. In the event that Gannett grants any stock-based awards to Executive that are subject to performance-based vesting, such awards granted to Executive on or prior to the Termination Date shall be deemed to have been fully earned as of such date and the value thereof shall be promptly paid to Executive; and (iii) Executive 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 claims which Gannett may have against Executive, 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 Executive’s self-employment or employment with another employer.