BELO 2004 EXECUTIVE COMPENSATION PLAN AWARD NOTIFICATION Participant: Date of Grant:

Contract Categories: 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
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
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
             
            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
             
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