Common use of Retention Payment Clause in Contracts

Retention Payment. A. Provided that Employee shall have remained continuously employed as an active fulltime employee of Company from the Effective Date through the Completion Date (“Retention Period”), and provided that Employee continues to perform Employee’s duties during the Retention Period in a highly effective manner, as determined by the key executives (“Management”) of the Company (“Performance Requirement”), the Company shall pay Employee a cash retention bonus of $1,000,000, less all applicable withholding taxes and other required deductions on such payment, in a lump sum within seven business days following the Completion Date (“Retention Payment”). B. If Employee incurs a Qualifying Termination (as defined below) prior to the end of the Retention Period and Employee has met the Performance Requirement through Employee’s termination date, the Company shall pay Employee (or in the event of Employee’s death, Employee’s estate) a cash payment equal to a “pro-rata amount” of the Retention Payment, less all applicable withholding taxes and other required deductions on such payment, in a lump sum within seven business days following Employee’s Qualifying Termination date (the “Pro-rated Amount”). The Pro-rated Amount shall be determined based on the number of days Employee is employed during the Retention Period over the total number of days in the Retention Period. A “Qualifying Termination” means Employee’s employment with the Company and its Company Affiliates is terminated prior to the Completion Date (i) due to Employee’s death or Disability (as defined below), or (ii) by the Company other than for Cause (as defined below). Employee’s Qualifying Termination must constitute a “separation from service”, as such term is defined by the Treasury Regulations under Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”).

Retention Payment. A. Provided that Employee shall have remained continuously employed as an active fulltime employee of Company from the Effective Date through the Completion Date (“Retention Period”), and provided that Employee continues to perform Employee’s duties during the Retention Period in a highly effective manner, as determined by the key executives (“Management”) of the Company (“Performance Requirement”), the Company shall pay Employee a cash retention bonus of $1,000,0005,000,000, less all applicable withholding taxes and other required deductions on such payment, in a lump sum within seven business days following the Completion Date (“Retention Payment”). B. If Employee incurs a Qualifying Termination (as defined below) prior to the end of the Retention Period and Employee has met the Performance Requirement through Employee’s termination date, the Company shall pay Employee (or in the event of Employee’s death, Employee’s estate) a cash payment equal to a “pro-rata amount” of the Retention Payment, less all applicable withholding taxes and other required deductions on such payment, in a lump sum within seven business days following Employee’s Qualifying Termination date (the “Pro-rated Amount”). The Pro-rated Amount shall be determined based on the number of days Employee is employed during the Retention Period over the total number of days in the Retention Period. A “Qualifying Termination” means Employee’s employment with the Company and its Company Affiliates is terminated prior to the Completion Date (i) due to Employee’s death or Disability (as defined below), or (ii) by the Company other than for Cause (as defined below). Employee’s Qualifying Termination must constitute a “separation from service”, as such term is defined by the Treasury Regulations under Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”).

Retention Payment. A. Provided that Employee Subject to the terms of this Agreement, Executive shall have remained continuously employed as an active fulltime employee of Company from the Effective Date through the Completion Date (“Retention Period”)be eligible for, and provided that Employee continues to perform Employee’s duties during the Retention Period in a highly effective manner, as determined by the key executives (“Management”) of the Company (“Performance Requirement”), the Company shall pay Employee to Executive, a cash retention bonus of $1,000,000, less all applicable withholding taxes and other required deductions on such payment, in a lump sum within seven business days following the Completion Date (“Retention Payment”). B. If Employee incurs a Qualifying Termination (as defined below) prior to the end of the Retention Period and Employee has met the Performance Requirement through Employee’s termination date, the Company shall pay Employee (or in the event of Employee’s death, Employee’s estate) a cash payment equal to a “pro-rata amount” of $275,000, less applicable payroll withholdings and deductions (the "Retention Payment"); provided that Executive remains in continuous employment with the Company until April 1, 2020. Except as provided below, Executive shall not be eligible for, and shall not be paid, the Retention Payment, less all applicable withholding taxes and other required deductions on such payment, in a lump sum within seven business days following Employee’s Qualifying Termination date (the “Pro-rated Amount”). The Pro-rated Amount shall be determined based on the number of days Employee is employed during the Retention Period over the total number of days in the Retention Period. A “Qualifying Termination” means EmployeePayment if Executive’s employment with the Company and its Company Affiliates is terminated for any reason on or prior to the Completion Date (i) April 1, 2020, including, without limitation, a termination due to Employeeresignation or termination for Cause. Notwithstanding the foregoing, Executive shall be eligible for, and the Company shall pay, the Retention Payment to Executive if, before April 1, 2020, the Company terminates Executive's employment with the Company without Cause (a "Termination without Cause"), Executive’s employment is terminated by reason of the Executive’s death or Disability permanent disability (as defined belowdetermined under the Company’s Long Term Disability Plan) (a “Death or Disability Termination”) or Executive voluntary retires from the Company after attaining age 55 with 5 years of service or after attaining age 65 (a “Retirement Termination”). In the event of a Retirement Termination, or the Retention Payment shall be a pro rata portion of the total Retention Payment calculated based on a fraction whose numerator is the number of full calendar months of employment from the date of this Agreement until Executive’s retirement date and whose denominator is 15 (ii) although the Company’s Executive Compensation Committee reserves the right to pay a greater amount up to the full Retention Payment at its sole discretion). Executive will earn a full calendar month’s credit if Executive is employed by the Company other than for Cause at least fifteen (as defined below). Employee’s Qualifying Termination must constitute a “separation from service”, as such term is defined by the Treasury Regulations under Section 409A 15) or more days of the Internal Revenue Code calendar month. For purposes of 1986this Agreement, “Cause” shall have the meaning set forth in the Gannett Co., Inc. Executive Severance Plan, as amended (“Section 409A”)and restated as of December 6, 2018.

Retention Payment. A. Provided that Employee shall have remained continuously employed as an active fulltime employee of Company from the Effective Date through the Completion Date (“Retention Period”), and provided that Employee continues to perform Employee’s duties during the Retention Period in a highly effective manner, as determined by the key executives (“Management”) of the Company (“Performance Requirement”), the Company shall pay Employee a cash retention bonus of $1,000,000500,000, less all applicable withholding taxes and other required deductions on such payment, in a lump sum within seven business days following the Completion Date (“Retention Payment”). B. If Employee incurs a Qualifying Termination (as defined below) prior to the end of the Retention Period and Employee has met the Performance Requirement through Employee’s termination date, the Company shall pay Employee (or in the event of Employee’s death, Employee’s estate) a cash payment equal to a “pro-rata amount” of the Retention Payment, less all applicable withholding taxes and other required deductions on such payment, in a lump sum within seven business days following Employee’s Qualifying Termination date (the “Pro-rated Amount”). The Pro-rated Amount shall be determined based on the number of days Employee is employed during the Retention Period over the total number of days in the Retention Period. A “Qualifying Termination” means Employee’s employment with the Company and its Company Affiliates is terminated prior to the Completion Date (i) due to Employee’s death or Disability (as defined below), or (ii) by the Company other than for Cause (as defined below). Employee’s Qualifying Termination must constitute a “separation from service”, as such term is defined by the Treasury Regulations under Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”).

Retention Payment. A. Provided that (a) The Employee shall have remained continuously agrees to remain employed as an active fulltime employee with the Company through each of Company from the Effective Date through Retention Dates and to keep information confidential in accordance with Section 5 below and to comply with the Completion Date (“Retention Period”)provisions of Sections 6, 7, 8, and provided that Employee continues to perform 9 below. As consideration for the Employee’s duties during the Retention Period in a highly effective manner, as determined by the key executives (“Management”) of the Company (“Performance Requirement”)agreements herein, the Company shall agrees to pay the Employee a cash retention bonus of [$1,000,000, less all applicable withholding taxes and other required deductions on such payment, in a lump sum within seven business days following _____________] (the Completion Date (“Retention Payment”). B. If Employee incurs a Qualifying Termination (as defined below) prior to the end of the Retention Period and Employee has met the Performance Requirement through Employee’s termination date, the Company shall pay Employee (or in the event of Employee’s death, Employee’s estate) a cash payment equal to a “pro-rata amount” of the Retention Payment, less all applicable withholding taxes payroll and other required deductions on such paymenttax withholdings, in a lump sum within seven business days accordance with the following Employee’s Qualifying Termination date schedule: (i) 30% of the “Pro-rated Amount”). The Pro-rated Amount shall be determined based Retention Payment on the number next regularly scheduled payroll date following the First Retention Date, and (ii) 70% of days Employee is employed during the Retention Period over Payment on the total number of days in Company’s next regularly scheduled payroll date following the Second Retention PeriodDate. A “Qualifying Termination” means Notwithstanding the foregoing, if the Employee’s employment with the Company and its Company Affiliates is terminated prior to either Retention Date by the Completion Date (i) Company without Cause or due to the Employee’s death or Total and Permanent Disability or by the Employee with Good Reason during the Change in Control Period, then the Company shall pay the unpaid portion, if any, of the Retention Payment to the Employee (or to his or her estate) on the Company’s next regularly scheduled payroll date following the date the Employee returns a validly executed, irrevocable Release (as defined below)) in accordance with Section 3(b) below; provided, however, that in the event the time period for the Employee to return a Release, plus the expiration of the applicable revocation period, begins in one taxable year and ends in a second taxable year, payment of the Retention Payment will not be made until the second taxable year. In addition, if a Change in Control occurs (i) before the First Retention Date, 100% of the Retention Payment shall be paid on the First Retention Date, provided that the Employee is employed by the Company on the First Retention Date, or (ii) after the First Retention Date but before the Second Retention Date, and the Employee is employed by the Company other than for Cause on the closing date of such Change in Control, then the Company shall pay the full amount of any unpaid portion of the Retention Payment to the Employee on the closing date of the Change in Control. (as defined below). b) Notwithstanding the foregoing, the Retention Payment shall not be due and payable upon a termination of the Employee’s Qualifying Termination must constitute employment as described in Section 3(a) above unless, within 30 days following the date of the Employee’s termination of employment by the Company without Cause or due to the Employee’s death or Total and Permanent Disability (or such greater time period as may be required by law), the Employee (or, in the event of the Employee’s death, the representative of his or her estate) has executed and timely delivered to the Company a release of claims in the form as is reasonably satisfactory to the Company (a “separation from serviceRelease”) and any applicable revocation periods have expired. The entire Retention Payment shall be immediately forfeited, as such term is defined by and the Treasury Regulations under Section 409A Company shall have no obligation to pay any portion of the Internal Revenue Code Retention Payment to, or on behalf of, the Employee under this Agreement if (i) the Employee (or, in the event of 1986the Employee’s death, as amended the representative of his or her estate) refuses to sign, or fails to timely return, a Release, or (“Section 409A”)ii) the Employee violates any of the provisions of Sections 5 – 9 below.