Amendment to 1995 Executive Compensation Plan

EX-10.2(3)(C) 4 d12917exv10w2x3yxcy.htm AMENDMENT TO 1995 EXECUTIVE COMPENSATION PLAN exv10w2x3yxcy

Exhibit 10.2(3)(c)

AMENDMENT TO
A. H. BELO CORPORATION
1995 EXECUTIVE COMPENSATION PLAN

Belo Corp., a Delaware corporation, pursuant to authorization of the Compensation Committee of the Board of Directors, adopts the following amendments to the A. H. Belo Corporation 1995 Executive Compensation Plan (the “Plan”), effective as of December 4, 2003.

1. Paragraph 2(d) of the Plan is amended in its entirety to read as follows:


	(d) “Change in Control” means the first to occur of the events described in (i) through (iv) below, unless the Board has adopted a resolution prior to or promptly following the occurrence of any such event stipulating, conditionally, temporarily or otherwise, that any such event will not result in a change in control of the Company for purposes of the Plan:


	(i) the commencement of, or first public announcement of the intention of any entity, person or group (within the meaning of Section 3(b) of, and Rule 13d-5(b) promulgated under, the Securities Exchange Act of 1934, as amended, respectively) to commence, a tender offer or exchange offer (other than an offer by the Company or any Subsidiary) for all, or any part of, the Common Stock;

(ii) the public announcement by the Company or by any group (as defined in clause (i) above), entity or person (other than the Company, any Subsidiary, or any savings, pension or other benefit plan for the benefit of employees of the Company or any Subsidiary) which, through a transaction or series of transactions has acquired, directly or indirectly, beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) of more than 30% of the total number of shares of Common Stock, that such group, entity or person has become such a beneficial owner;


	(iii) the approval by the Company’s shareholders (or, if such approval is not required, the consummation) of a merger in which the Company does not survive as an independent publicly owned corporation, a consolidation, or a sale, exchange, or other disposition of all or substantially all of the Company’s assets; or


	(iv) a change in the composition of the Board during any period of two consecutive years such that individuals who at the beginning of such period were members of the Board cease for any reason to constitute at least a majority thereof, unless the election, or the nomination for election by the Company’s shareholders, of each new director was approved by a vote of at least two-thirds


	of the directors then still in office who were directors at the beginning of such period.

2. The Plan is amended by the addition of the following new Paragraph:


	17. Term. The Plan was approved by the shareholders of the Company on May 3, 1995, and will expire on the tenth anniversary of such shareholder approval. No further Awards will be made under the Plan on or after May 3, 2005.

Executed this 5th day of December, 2003.


	BELO CORP.

	By	/s/Marian Spitzberg

		Marian Spitzberg
		Senior Vice President/Human Resources