Amendment No. 1 to 2020 Omnibus Incentive Compensation Plan

1.           Section 3.1 of the Plan is hereby deleted in its entirety and replaced with the following:

“3.1     Number of and Source of Shares.  The maximum number of shares of Stock reserved and available for issuance under the Plan shall be 15,000,000, as increased during the term of the Plan on the first day of each fiscal year beginning in and after calendar year 2021 by a number of shares of Stock equal to 10% of the number of shares of Stock newly issued by the Company during the immediately preceding fiscal year (and, in the case of fiscal year 2020, after the Effective Date).  In addition, effective December 23, 2020, in connection with the merger of Gannett New Media (formerly known as Gannett Co., Inc.) (“Legacy Gannett”) with and into a subsidiary of the Company (the “Merger”) pursuant to the terms of that certain Agreement and Plan of Merger, dated as of August 5, 2019, by and among the Company, Legacy Gannett, Gannett Holdings LLC (formerly known as Arctic Holdings LLC) and Arctic Acquisition Corp., an additional 8,432,652 shares of Stock shall be reserved and available for issuance in connection with Awards under the Plan (the “Legacy Shares”); provided, that, in accordance with the New York Stock Exchange Listed Company Manual and the interpretative guidance thereunder (including Rule 303A.08), no Awards issued in respect of the Legacy Shares may be granted (i) on or after May 8, 2028 (or the expiration of the Plan, if earlier) or (ii) to individuals who were employed, immediately before the completion of the Merger, by the Company or its subsidiaries.  The Stock which may be issued pursuant to an Award under the Plan may be treasury Stock, authorized but unissued Stock, or Stock acquired, subsequently or in anticipation of the transaction, in the open market to satisfy the requirements of the Plan.  Awards may consist of any combination of such Stock, or, at the election of the Company, cash.”