A. H. Belo Corporation 2008 Incentive Compensation Plan [Form of] Evidence of Grant

EX-10.1 2 d315462dex101.htm INCENTIVE COMPENSATION PLAN INCENTIVE COMPENSATION PLAN

Exhibit 10.1

A. H. Belo Corporation

2008 Incentive Compensation Plan

[Form of] Evidence of Grant

    Participant:         Name          

Date of Grant:         Date Of Grant

Under the terms of the A. H. Belo 2008 Incentive Compensation Plan (the “Plan”), you have been granted the following grant(s) for 2012. All grant(s) are effective on the Date of Grant set forth above and are subject to the applicable terms and conditions of the Plan, which are incorporated herein by reference. Your long-term incentive grant(s) are described below.

 

1. Time-Based Restricted Stock Units (RSUs)

 

Number of RSUs:

   ##,###

Vesting:

   ##,### on the third trading day following the annual earnings release for the year ending December 31, 2012
   ##,### on the third trading day following the annual earnings release for the year ending December 31, 2013
   ##,### on the third trading day following the annual earnings release for the year ending December 31, 2014

Payment date:

   40% within 10 business days following the vesting date for the year ending December 31, 2012
   30% within 10 business days following the vesting date for the year ending December 31, 2013
   30% within 10 business days following the vesting date for the year ending December 31, 2014

Form of payment:

   60% in shares of A. H. Belo Corporation Series A Common Stock; 40% in cash

Termination of employment

Your right, if any, to payment with respect to your time-based RSUs upon termination of employment with the Company or its subsidiaries is set forth in the termination guidelines attached as Appendix C-1 to this Evidence of Grant.


Change in Control

In the event of a Change in Control as defined in the Plan, all RSUs will vest immediately. Vested RSUs will be paid at the earliest practicable date that payment may be made without violating any applicable provisions of section 409A of the Internal Revenue Code.

Section 409A Payment Rules

Notwithstanding the general payment rules described in this Evidence of Grant, including Appendix D, if the Company makes a good faith determination that a payment of your LTI (i) constitutes a deferral of compensation for purposes of Section 409A of the Internal Revenue Code of 1986, as amended, and the rules, regulations and guideline thereunder (“Section 409A”), (ii) is made to you by reason of your separation from service within the meaning of Section 409A, and (iii) at the time such payment would otherwise be made you are a specified employee within the meaning of Section 409A (using the identification methodology selected by the Company from time to time), the payment will be delayed until the earlier of (x) the first business day of the seventh month following your separation from service or (y) your death. Furthermore, if your LTI is no longer subject to a substantial risk of forfeiture prior to a Change in Control, and the Change in Control does not constitute a change in the ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the Company (within the meaning of Section 409A), the payment date of the LTI will be determined without regard to the occurrence of the Change in Control. Each payment of a portion of your LTI will be considered, and is hereby designated as, a separate payment for purposes of Section 409A.

It is the Company’s intention that the LTI will either be exempt from, or will satisfy the requirements of, Section 409A, and this Evidence of Grant will be construed in a manner to give effect to such intention. Notwithstanding any other provision of this Evidence of Grant, the Company is not obligated to guarantee any particular tax result for you with respect to any payment provided to you hereunder, and you will be responsible for any taxes imposed on you with respect to any such payment.

Tax Withholding

The Company will withhold from any payment to you all federal, state, city or other taxes as may be required to be withheld pursuant to any law or governmental regulation or ruling.

General Information

Your right to receive an LTI grant or any payment with respect thereto will not be transferrable or assignable by you, other than with respect to a transfer upon your death by will or the laws of descent and distribution if you are entitled to payment of a vested portion of your LTI that has not been paid as of the date of your death.

Nothing contained in this Evidence of Grant will confer upon you any right to be employed by or remain employed by the Company or any of its subsidiaries or affiliates, or limit or affect in any manner the right of the Company and its subsidiaries and affiliates to terminate your employment or modify your compensation.

This document will in all respects be interpreted, governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws rules

If you have questions concerning this grant, please contact Dan Blizzard at (214)  ###-###-####.


A. H. Belo Corporation

Incentive Compensation Plan

Termination Guidelines for Stock Options and Restricted Stock Units

Revised 3-1-11

The following guidelines will determine the effect of a Participant’s termination of employment on the Participant’s outstanding stock options and restricted stock units (RSUs). For purposes of these guidelines, a year of service will be determined in the same manner as a year of service under the A. H. Belo Savings Plan as amended from time to time.

 

Termination Reason
All Participants (Regardless of
Retirement1 Eligibility)

  

Stock Options

   Time-Based
RSU’s
   Performance-Based
RSUs

Discharge for Cause2

  

All options, unvested and

vested, are forfeited

immediately

   Unvested RSUs are

forfeited immediately

   Unvested RSUs are

forfeited immediately

Death or Long-Term Disability3

  

Unvested options fully vest

and remain exercisable for

original term of option

   Unvested RSUs fully

vest

and are paid as soon

as practicable

   RSUs still subject to

performance goals (within one-

year of grant) are forfeited

immediately. RSUs earned

after the one-year

performance period become

fully vested and are paid as

soon as practicable

Termination Reason
Participants Who Are Not

Retirement1 Eligible

  

Stock Options

   Time-Based
RSU’s
   Performance-Based
RSUs

Voluntary Resignation

  

All options, unvested and

vested, are forfeited

immediately

   Unvested RSUs are

forfeited immediately

   Unvested RSUs are

forfeited immediately

Discharge Without Cause2

(Named Executive Officers

and Publishers)

   Unvested options are forfeited immediately. Vested options remain exercisable for the shorter of one year from date of termination or the original term of option    Unvested RSUs are

forfeited immediately

   Unvested RSUs are

forfeited immediately

Discharge Without Cause2

(Participants with 10 or

more years of service)

   Unvested options are forfeited immediately. Vested options remain exercisable for the shorter of one year from date of termination or the original term of option    Unvested RSUs are

forfeited immediately

   Unvested RSUs are

forfeited immediately

Discharge Without Cause2

(Participants with more

than 5 but less than 10

years of service)

   Unvested options are forfeited immediately. Vested options remain exercisable for the shorter of six months from date of termination or the original term of option    Unvested RSUs are

forfeited immediately

   Unvested RSUs are

forfeited immediately

— Continued —


A. H. Belo Corporation

Incentive Compensation Plan

Termination Guidelines for Stock Options and Restricted Stock Units

Revised 3-1-11

— Continued —

 

Termination Reason
Participants Who Are Not
Retirement1 Eligible

 

Stock Options

 

Time-Based
RSU’s

 

Performance-Based
RSUs

Discharge Without Cause2
(Participants with 5 or fewer years of service)

  Unvested options are forfeited immediately. Vested options remain exercisable for the shorter of three months from date of termination or the original term of option   Unvested RSUs are
forfeited immediately
  Unvested RSUs are
forfeited immediately

Termination Reason
Retirement1 Eligible Participants
(Age 55+ and 3-Years Service)

 

Stock Options

 

Time-Based
RSU’s

 

Performance-Based
RSUs

Voluntary Resignation   Unvested options vest immediately and remain exercisable for original term of option   Unvested RSUs fully vest and are paid as soon as practicable   RSUs still subject to performance goals (within one-year of grant) are forfeited immediately. RSUs earned after the one-year performance period become fully vested and are paid as soon as practicable
Discharge Without Cause2   Unvested options vest immediately and remain exercisable for original term of option   Unvested RSUs fully vest and are paid as soon as practicable  

RSUs still subject to performance goals (within one-year of grant) are forfeited immediately. RSUs earned

after the one-year performance period become fully vested and are paid as soon as practicable

Notwithstanding these termination guidelines, if you are an officer of A. H. Belo or one of its operating companies, your payment will be deferred for 6 months after termination of employment if necessary to comply with Section 409A of the Internal Revenue Code.

In the event of a Change in Control as defined in the Plan, all options and RSUs will vest immediately. Vested RSUs will be paid at the earliest practicable date that payment may be made without violating any applicable provision of Section 409A of the Internal Revenue Code.

If you have any questions regarding these termination guidelines, please contact Dan Blizzard at (214)  ###-###-####.

 

1 

Retirement means that you have incurred a separation from service within the meaning of Section 409A of the Internal Revenue Code, other than due to death, long-term disability or discharge for cause, after attaining age 55 and completing three years of service as determined under the A. H. Belo Savings Plan

2 

Cause is determined by the Compensation Committee

3 

Long-Term Disability means disability within the meaning of Section 409A of the Internal Revenue Code