SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN GANNETT CO., INC. AND GANNETT SPINCO, INC. DATED AS OF [ ], 2015Separation and Distribution Agreement • June 9th, 2015 • Gannett SpinCo, Inc. • Periodicals: publishing or publishing & printing • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of [•], 2015 (this “Agreement”), is by and between Gannett Co., Inc., a Delaware corporation (“Parent”), and Gannett SpinCo, Inc., a Delaware corporation (“SpinCo”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
TRANSITION SERVICES AGREEMENT BY AND BETWEEN GANNETT CO., INC. AND GANNETT SPINCO, INC. DATED AS OF [·], 2015Transition Services Agreement • June 9th, 2015 • Gannett SpinCo, Inc. • Periodicals: publishing or publishing & printing • Delaware
This TRANSITION SERVICES AGREEMENT, dated as of [·], 2015 (this “Agreement”), is by and between Gannett Co., Inc., a Delaware corporation (“Parent”), and Gannett SpinCo Inc., a Delaware corporation (“SpinCo”).
TAX MATTERS AGREEMENTTax Matters Agreement • June 9th, 2015 • Gannett SpinCo, Inc. • Periodicals: publishing or publishing & printing • Delaware
This Tax Matters Agreement (the “Agreement”), dated as of [·], is by and among Gannett Co., Inc., a Delaware corporation (“Parent”), and Gannett SpinCo, Inc., a Delaware corporation (“SpinCo”), and all of its direct and indirect Subsidiaries (SpinCo and its present and future Subsidiaries shall be collectively referred to herein as the “SpinCo Entities”).
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN GANNETT CO., INC. AND GANNETT SPINCO, INC. DATED AS OF [ , 2015]Employee Matters Agreement • June 9th, 2015 • Gannett SpinCo, Inc. • Periodicals: publishing or publishing & printing • Delaware
This EMPLOYEE MATTERS AGREEMENT, dated as of , 2015 (this “Agreement”), is by and between Gannett Co., Inc., a Delaware corporation (“Parent”), and Gannett SpinCo, Inc., a Delaware corporation (“SpinCo”).
EMPLOYMENT AND SEPARATION AGREEMENTEmployment Agreement • June 9th, 2015 • Gannett SpinCo, Inc. • Periodicals: publishing or publishing & printing • Delaware
This Agreement (“Agreement”) is made as of June 5, 2015 between Gannett Co., Inc., a Delaware corporation, for itself and its subsidiary, related and affiliated companies and their officers and directors, as well as for the companies anticipated to follow the completion of the separation (the “Spin”) of the business into Gannett/SpinCo and TEGNA/RemainCo, their subsidiary, related and affiliated companies and their officers and directors (collectively, “Gannett”), and David Payne for himself and for his heirs and assigns (“Payne”).
Gannett Company, Inc.Participation Agreement • June 9th, 2015 • Gannett SpinCo, Inc. • Periodicals: publishing or publishing & printing
I, the undersigned Participant, hereby agree to be bound by the terms and conditions of the 2015 Key Employee Life Insurance Plan (“KELIP”).
AGREEMENT AND RELEASEAgreement and Release • June 9th, 2015 • Gannett SpinCo, Inc. • Periodicals: publishing or publishing & printing
This Agreement and Release, dated this 8th day of June 2015, is made between Gannett Co., Inc., a Delaware corporation, for itself and its subsidiary, related and affiliated companies and their officers and directors, as well as for the companies anticipated to follow the completion of the separation (the “Spin”) of the business into Gannett/SpinCo and TEGNA/RemainCo, their subsidiary, related and affiliated companies and their officers and directors (collectively, “Gannett”) and Lawrence S. Kramer (hereinafter “KRAMER”) to confirm certain reciprocal obligations, including but not limited to certain severance payments to be made by GANNETT to KRAMER.
TERMINATION BENEFITS AGREEMENTTermination Benefits Agreement • June 9th, 2015 • Gannett SpinCo, Inc. • Periodicals: publishing or publishing & printing • Delaware
This Termination Benefits Agreement (“Agreement”) is made as of May 14, 2012 between Gannett Co., Inc., a Delaware corporation (“Gannett”), and Lawrence S. Kramer (“Executive”).
