BELO 2004 EXECUTIVE COMPENSATION PLAN AWARD NOTIFICATION Participant: Date of Grant:
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Human Resources
- Compensation Agreements
EX-10.1 2 d33610exv10w1.htm FORM OF 2004 EXECUTIVE COMPENSATION PLAN AWARD NOTIFICATION exv10w1
Exhibit 10.1
BELO 2004 EXECUTIVE COMPENSATION PLAN
AWARD NOTIFICATION
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. | 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, [year of grant + 2] | |
Payment date: | Within 10 business days following the date of the annual earnings release for the year ending December 31, [year of grant +2] | |
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.
2. | Change in Control |
In the event of a Change in Control as defined in the Plan, all RSUs will vest immediately and 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.
Belo 2004 Executive Compensation Plan Award Notification
Appendix A
Termination Guidelines for Stock Options and Restricted Stock Units
Appendix A
Termination Guidelines for Stock Options and Restricted Stock Units
The following guidelines will determine the effect of a Participants termination of employment on the Participants 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 | ||||
RSUs still subject | |||||||
to performance | |||||||
goals (within one | |||||||
year of grant) are | |||||||
Vesting is accelerated | forfeited immediately. | ||||||
Retirement 2, Death or Long-Term Disability | and options remain exercisable for original term of the option | RSUs fully vest and are paid as soon as practicable | 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
Appendix A
Termination Guidelines for Stock Options and Restricted Stock Units
Termination Reason: Discharge without cause | Stock Options | Time-Based RSUs | Performance-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 |