SEC Info - Tegna Inc - ‘10-Q’ for 6/28/15

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Tegna Inc – ‘10-Q’ for 6/28/15 – ‘EX-10.12’

On: Wednesday, 8/5/15, at 4:18pm ET · For: 6/28/15 · Accession #: 39899-15-19 · File #: 1-06961

  As Of               Filer                 Filing    For·On·As Docs:Size

 8/05/15  Tegna Inc                         10-Q        6/28/15   78:8.1M

Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML    707K 
 2: EX-10.1     Material Contract                                   HTML    543K 
 7: EX-10.10    Material Contract                                   HTML     34K 
 8: EX-10.11    Material Contract                                   HTML     30K 
 9: EX-10.12    Material Contract                                   HTML     30K 
10: EX-10.13    Material Contract                                   HTML     23K 
11: EX-10.14    Material Contract                                   HTML     25K 
12: EX-10.15    Material Contract                                   HTML     22K 
 3: EX-10.6     Material Contract                                   HTML     30K 
 4: EX-10.7     Material Contract                                   HTML     32K 
 5: EX-10.8     Material Contract                                   HTML     26K 
 6: EX-10.9     Material Contract                                   HTML     32K 
13: EX-31.1     Certification -- §302 - SOA'02                      HTML     28K 
14: EX-31.2     Certification -- §302 - SOA'02                      HTML     28K 
15: EX-32.1     Certification -- §906 - SOA'02                      HTML     22K 
16: EX-32.2     Certification -- §906 - SOA'02                      HTML     22K 
56: R1          Document and Entity Information                     HTML     41K 
46: R2          Condensed Consolidated Balance Sheets               HTML    168K 
54: R3          Condensed Consolidated Balance Sheets               HTML     46K 
                (Parenthetical)                                                  
58: R4          Condensed Consolidated Statements of Income         HTML     86K 
73: R5          Condensed Consolidated Statements of Comprehensive  HTML     75K 
                Income                                                           
48: R6          Condensed Consolidated Statements of Cash Flows     HTML    111K 
53: R7          Basis of Presentation and Summary of Significant    HTML     44K 
                Accounting Policies                                              
42: R8          Acquisitions and Dispositions                       HTML     25K 
35: R9          Facility Consolidation and Asset Impairment         HTML     26K 
                Charges                                                          
74: R10         Goodwill and Other Intangible Assets                HTML     91K 
60: R11         Long-Term Debt                                      HTML     57K 
59: R12         Retirement Plans                                    HTML     51K 
64: R13         Post-retirement Benefits Other Than Pension         HTML     49K 
65: R14         Income Taxes                                        HTML     27K 
63: R15         Supplemental Equity Information                     HTML    160K 
66: R16         Fair Value Measurement                              HTML     80K 
55: R17         Business Segment Information                        HTML     90K 
57: R18         Earnings Per Share                                  HTML     61K 
62: R19         Commitments, Contingencies and Other Matters        HTML     25K 
78: R20         Subsequent Events                                   HTML     25K 
69: R21         Basis of Presentation and Summary of Significant    HTML     36K 
                Accounting Policies (Policies)                                   
50: R22         Basis of Presentation and Summary of Significant    HTML     42K 
                Accounting Policies (Tables)                                     
61: R23         Goodwill and Other Intangible Assets (Tables)       HTML     87K 
52: R24         Long-Term Debt (Tables)                             HTML     51K 
29: R25         Retirement Plans (Tables)                           HTML     50K 
70: R26         Post-retirement Benefits Other Than Pension         HTML     48K 
                (Tables)                                                         
75: R27         Supplemental Equity Information (Tables)            HTML    156K 
38: R28         Fair Value Measurement (Tables)                     HTML     73K 
37: R29         Business Segment Information (Tables)               HTML     85K 
40: R30         Earnings Per Share (Tables)                         HTML     59K 
41: R31         Basis of Presentation and Summary of Significant    HTML     52K 
                Accounting Policies (Details)                                    
43: R32         Acquisitions and Dispositions (Details Textual)     HTML     36K 
27: R33         Facility Consolidation and Asset Impairment         HTML     34K 
                Charges (Details Textual)                                        
67: R34         Goodwill and Other Intangible Assets (Details)      HTML     44K 
49: R35         Goodwill and Other Intangible Assets (Details 1)    HTML     64K 
51: R36         Goodwill and Other Intangible Assets (Details       HTML     27K 
                Textual)                                                         
32: R37         Long-Term Debt (Details)                            HTML     76K 
77: R38         Long-Term Debt - Additional Information (Details)   HTML     78K 
23: R39         Retirement Plans (Details)                          HTML     40K 
44: R40         Retirement Plans (Details Textual)                  HTML     32K 
72: R41         Post-retirement Benefits Other Than Pension         HTML     37K 
                (Details)                                                        
31: R42         Post-retirement Benefits Other Than Pension         HTML     29K 
                (Details Textual)                                                
36: R43         Income Taxes (Details Textual)                      HTML     28K 
39: R44         Supplemental Equity Information (Details)           HTML     65K 
47: R45         Supplemental Equity Information (Details Textual)   HTML     28K 
26: R46         Supplemental Equity Information (Details 1)         HTML     44K 
34: R47         Supplemental Equity Information (Details 2)         HTML     44K 
24: R48         Fair Value Measurement (Details)                    HTML     43K 
71: R49         Fair Value Measurement (Details Textual)            HTML     45K 
30: R50         Business Segment Information (Details)              HTML     51K 
68: R51         Earnings Per Share (Details)                        HTML     53K 
33: R52         Earnings Per Share (Details Textual)                HTML     24K 
45: R53         Subsequent Events (Details)                         HTML     29K 
76: XML         IDEA XML File -- Filing Summary                      XML    117K 
25: EXCEL       IDEA Workbook of Financial Reports                  XLSX     61K 
17: EX-101.INS  XBRL Instance -- tgna-20150628                       XML   1.90M 
19: EX-101.CAL  XBRL Calculations -- tgna-20150628_cal               XML    210K 
20: EX-101.DEF  XBRL Definitions -- tgna-20150628_def                XML    455K 
21: EX-101.LAB  XBRL Labels -- tgna-20150628_lab                     XML   1.25M 
22: EX-101.PRE  XBRL Presentations -- tgna-20150628_pre              XML    739K 
18: EX-101.SCH  XBRL Schema -- tgna-20150628                         XSD    142K 
28: ZIP         XBRL Zipped Folder -- 0000039899-15-000019-xbrl      Zip    174K

‘EX-10.12’ — Material Contract

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

<! C: C:

TGNA-2015.06.28-EX10-12

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EXHIBIT 10-12

Gannett Co., Inc.

2001 Omnibus Incentive Compensation Plan

(Amended and Restated as of May 4, 2010)

Amendment Number 2

Pursuant to Section 16 of the Gannett Co., Inc. 2001 Omnibus Incentive Compensation Plan (Amended and Restated as of May 4, 2010) (the “Plan”), Gannett Co., Inc. hereby amends the Plan, effective June 29, 2015:


1.	The following Introduction is inserted before Article 1:

Introduction

In 2015, Gannett Co., Inc. separated its digital/broadcast and publishing businesses into two separate publicly traded companies. The separation occurred when Gannett Co., Inc. contributed its publishing businesses to a newly formed subsidiary, Gannett SpinCo, Inc., and distributed the stock of Gannett SpinCo, Inc. to its shareholders (the “Spin-off”). In connection with the Spin-off, Gannett SpinCo, Inc. was renamed “Gannett Co., Inc.” (“SpinCo”). The entity formerly known as Gannett Co., Inc. was renamed “TEGNA Inc.” (the “Company”) and continues the digital/broadcast businesses.

Effective as of the Spin-off, this Plan shall be renamed as the “TEGNA Inc. 2001 Omnibus Incentive Compensation Plan (Amended and Restated as of May 4, 2010)”.

2.Article 1 is retitled “Establishment, Objectives, Duration and Effect of Spin-off” and the following new Section 1.4 is inserted at the end thereof:

1.4 Effect of Spin-off

Pursuant to an Employee Matters Agreement by and between SpinCo and the Company dated June 26, 2015 (the “Employee Matters Agreement”), the Awards granted to certain employee and directors of the Company or its affiliates are hereby converted in connection with the Spin-off as set forth in that Agreement. The Employee Matters Agreement sets forth certain rules that will apply with respect to outstanding Awards as of the date of the Spin-off, and such Agreement may be used as an aid in interpreting the terms of the benefits hereunder. As set forth in the Employee Matters Agreement, SpinCo, and not the Company, shall be solely responsible for paying certain adjusted awards resulting from the Spin-off.

- 2 -

Notwithstanding any other provision of this Plan or the SpinCo 2015 Omnibus Incentive Compensation Plan, no Participant shall be entitled to duplicate benefits under both such Plans with respect to the same period of service or compensation.

For any employee or director who is employed by or serving as a director of SpinCo immediately after the Spin-off, the change in employment or directorship status resulting from the Spin-off shall not be considered a “separation from service”, “retirement”, “cessation of employment”, “termination of employment”, “termination of employment with the Company”, “directorship termination”, “retirement from the Board”, “cessation of employment with the Company or any Affiliate” or similar term.

Notwithstanding any other provision of this Plan, and for avoidance of doubt, the Spin-off shall not be considered a Change in Control hereunder.

3.Effective as of the Spin-off, all references to “Gannett Co., Inc.” or similar terms shall refer to TEGNA Inc. as appropriate.

4.Section 15.3(d) is amended by adding the following sentence to the end of such section:

Notwithstanding the foregoing, if the only remaining Awards that are subject to the excise tax under Section 4999 that could be reduced to accomplish Limited Vesting are Section 409A Awards, then performance-based Section 409A Awards may be reduced followed by non-performance, service-based Section 409A Awards.


5.	Section 15.4 is amended to read in its entirety as follows:

Limitation on Payment. Notwithstanding Section 15.1, if Limited Vesting applies then the amount paid on exercise or payment of an Award shall not exceed the largest amount that can be paid without causing an excise tax to be payable by the Participant under Section 4999 of the Code. If payments are so limited, awards shall be deemed paid in the following order:


(a)	all Options or SARs that were accelerated pursuant to Section 15.1(a) shall be deemed paid first;


(b)	all awards of Restricted Stock and Restricted Stock Units that are not performance-based shall be deemed paid; and


(c)	finally, all awards of Performance Units, Performance Shares and performance-based Restricted Stock and Cash Awards shall then be deemed paid.

- 3 -

As among awards or portions of awards of the same type, those vesting at the most distant time in the future (absent a Change in Control) shall be deemed paid last.

IN WITNESS WHEREOF, Gannett Co., Inc. has caused this Amendment to be executed by its duly authorized officer as of June 26, 2015.

GANNETT CO., INC.

By: /s/ Todd A. Mayman

Name: Todd A. Mayman

Title: Senior Vice President, General Counsel and Secretary

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-Q’ Filing	Date	Other Filings

Filed on:	8/5/15
	6/29/15	3, 4, 8-K
For Period end:	6/28/15
	6/26/15	3, 8-K
	5/4/10	10-Q, 4, DEF 14A
		List all Filings

6 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/29/24  TEGNA Inc.                        10-K       12/31/23  100:11M
 5/01/23  TEGNA Inc.                        10-K/A     12/31/22   12:2.4M
 2/27/23  TEGNA Inc.                        10-K       12/31/22   94:11M
 5/02/22  TEGNA Inc.                        10-K/A     12/31/21   14:2.6M                                   Donnelley … Solutions/FA
 3/01/22  TEGNA Inc.                        10-K       12/31/21   96:11M
 3/01/21  TEGNA Inc.                        10-K       12/31/20   99:13M

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Filing Submission 0000039899-15-000019 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)