BELO 2004 EXECUTIVE COMPENSATION PLAN [FORM OF] AWARD NOTIFICATION Participant:

EX-10.1 2 d80420exv10w1.htm EX-10.1 exv10w1
Exhibit 10.1
BELO 2004 EXECUTIVE COMPENSATION PLAN
[FORM OF] AWARD NOTIFICATION
Participant:
Date of Grant:
Under the terms of the Belo 2004 Executive Compensation Plan (the “Plan”), you have been granted the following awards. All awards 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 awards are described below.
     1. Performance-Related RSUs*
         
 
  No. of RSUs to be earned:   Target level of performance:
 
      Minimum level of performance:
 
      Below minimum level of performance: None
Maximum level of performance:
 
       
 
  Performance period:   January 1, [grant date year] through
December 31, [grant date year]
 
       
 
  Performance measures:   Belo Corp. Consolidated Earnings Before Interest, Taxes,
Depreciation, Amortization and other income/expense for the year ending
December 31, [grant date year]
 
       
 
  Vesting:   Earned RSUs vest as follows:

 
      33.3% on the annual earnings release date for the year ending December 31, [grant date year]

33.3% on the annual earnings release date for the year ending December 31, [grant date year plus one]

33.3% on the annual earnings release date for the year ending December 31, [grant date year plus two]
 
       
 
  Payment dates:   Within 10 business days after Belo’s annual earnings release for [year of grant], [year of grant +1] and [year of grant +2], respectively
 
       
 
  Form of payment:   60% in shares of Belo Series A Common Stock;
40% in cash
Your right, if any, to payment with respect to your performance-related RSUs upon your termination of employment is set forth in the termination guidelines attached as Appendix A to this Award Notification. Notwithstanding Appendix A, if you are an officer or key employee of Belo, your payment will be deferred for 6 months after termination of employment if necessary to comply with Section 409A of the Internal Revenue Code.

 


 

     2. Time-Based Restricted Stock Units (RSUs)*
         
 
  No. of RSUs:   ________
 
       
 
  Vesting:   100% on the date of the annual earnings release for the year ending December 31, [grant date year plus two]
 
       
 
  Payment date:   Within 10 business days following the date of the annual earnings release for the year ending December 31, [grant date year plus two]
 
       
 
  Form of payment:   60% in shares of Belo Series A Common Stock;
40% in cash
Your right, if any, to payment with respect to your time-based RSUs upon your termination of employment is set forth in the termination guidelines attached as Appendix A to this Award Notification. Notwithstanding Appendix A, if you are an officer or key employee of Belo, your payment will be deferred for 6 months after termination of employment if necessary to comply with Section 409A of the Internal Revenue Code.
 
*   RSUs are referred to in the Plan as “Deferred Shares.”
     3. Stock Options
         
 
  No. of shares:   ___ shares of Belo Series B Common Stock
 
       
 
  Option exercise price:   $___ per share
 
       
 
  Vesting and exercise dates:   ___ shares on and after [40% one year from grant date]
___ shares on and after [30% two years from grant date]
___ shares on and after [30% three years from grant date]
 
       
 
  Expiration date:   The options will expire on, and may not be exercised after, [ten years from grant date]
Your right, if any, to exercise vested and unvested stock options upon your termination of employment is set forth in the termination guidelines attached as Appendix A to this Award Notification.
     4. Change in Control
In the event of a Change in Control as defined in the Plan, (i) all unvested stock options will vest and become exercisable immediately and (ii) all RSUs will vest immediately, with performance-related RSUs vesting at the higher of target or actual year-to-date results if the Change in Control occurs during the performance period. 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 concerning this award, please contact Elaine Parham at (214)  ###-###-####.

 


 

Belo 2004 Executive Compensation Plan Award Notification
Appendix A
Termination Guidelines for Stock Options and Restricted Stock Units
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 Belo Savings Plan as amended from time to time.
             
        Time-Based   Performance-Related
Termination Reason   Stock Options   RSUs   RSUs
Voluntary resignation
  All options, unvested
and vested, are
forfeited immediately
  Unvested RSUs are
forfeited immediately
  Unvested RSUs are
forfeited immediately
 
           
Discharge for cause 1
  All options, unvested
and vested, are
forfeited immediately
  Unvested RSUs are
forfeited immediately
  Unvested RSUs are
forfeited immediately
 
           
Retirement 2, Death
or Long-Term Disability
  Vesting is accelerated
and options remain
exercisable for
original term of the
option.
  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.
 
1     Cause is determined by the Compensation Committee.
 
2   Retirement is defined as at least age 55 with 3 or more years of service.

 


 

Belo 2004 Executive Compensation Plan Award Notification
Appendix A
Termination Guidelines for Stock Options and Restricted Stock Units
             
Termination Reason:            
Discharge without           Performance-
cause   Stock Options   Time-Based RSUs   Related RSUs
Executive officers,
general managers
and head of
operating unit
  Unvested options are
forfeited immediately.
Vested options remain
exercisable for one year
from date of termination.
  Unvested RSUs are
forfeited immediately
  Unvested RSUs are
forfeited immediately
 
           
Participants with
10 or more years of
service
  Unvested options are
forfeited immediately.
Vested options remain
exercisable for one year
from date of termination.
  Unvested RSUs are
forfeited immediately
  Unvested RSUs are
forfeited immediately
 
           
Participants with
more than 5 but
less than 10 years
of service
  Unvested options are
forfeited immediately.
Vested options remain
exercisable for six
months from date of
termination.
  Unvested RSUs are
forfeited immediately
  Unvested RSUs are
forfeited immediately
 
           
Participants with 5
or fewer years of
service
  Unvested options are
forfeited immediately.
Vested options remain
exercisable for three
months from date of
termination.
  Unvested RSUs are
forfeited immediately
  Unvested RSUs are
forfeited immediately