exv10w2x2y





Exhibit
10.2(2)




A. H. BELO

2008 INCENTIVE COMPENSATION PLAN









 









 






A. H. BELO

2008 INCENTIVE COMPENSATION PLAN




	 	 	 	 	 	 	 
	SECTION	 	PAGE
	 
	 	 	 	 	 	 
	1.

	 	Purpose
	 	 	1	 
	2.

	 	Term
	 	 	1	 
	3.

	 	Definitions
	 	 	1	 
	4.

	 	Shares Available Under Plan
	 	 	6	 
	5.

	 	Limitations on Awards
	 	 	6	 
	6.

	 	Stock Options
	 	 	7	 
	7.

	 	Appreciation Rights
	 	 	8	 
	8.

	 	Restricted Shares
	 	 	10	 
	9.

	 	Restricted Stock Units
	 	 	11	 
	10.

	 	Performance Shares and Performance Units
	 	 	11	 
	11.

	 	Incentive Compensation Plan Bonuses
	 	 	12	 
	12.

	 	Awards for Directors
	 	 	13	 
	13.

	 	Transferability
	 	 	15	 
	14.

	 	Adjustments
	 	 	15	 
	15.

	 	Fractional Shares
	 	 	15	 
	16.

	 	Withholding Taxes
	 	 	15	 
	17.

	 	Administration of the Plan
	 	 	15	 
	18.

	 	Amendments and Other Matters
	 	 	16	 
	19.

	 	Governing Law
	 	 	17	 







 









 








A. H. BELO

2008 INCENTIVE COMPENSATION PLAN




     A. H. Belo Corporation, a Delaware corporation (“A. H. Belo”), establishes the A. H. Belo 2008
Incentive Compensation Plan (the “Plan”), effective as of the date on which Belo Corp. distributes
to its shareholders all of the common stock of A. H. Belo (the “Distribution Date”).



     1. Purpose. The purpose of the Plan is to attract and retain the best available talent and
encourage the highest level of performance by directors, executive officers and selected employees,
and to provide them incentives to put forth maximum efforts for the success of A. H. Belo’s
business, in order to serve the best interests of A. H. Belo and its shareholders.



     2. Term. The Plan will expire on the tenth anniversary of the Distribution Date.



     3. Definitions. The following terms, when used in the Plan with initial capital letters, will
have the following meanings:




     (a) Appreciation Right means a right granted pursuant to Section 7.




     (b) Award means the award of an Incentive Compensation Plan Bonus; the grant of
Appreciation Rights, Stock Options, Performance Shares or Performance Units; or the grant or
sale of Restricted Shares or Restricted Stock Units.




     (c) Board means the Board of Directors of A. H. Belo.




     (d) Change in Control means the occurrence of any of the following:




     (i) individuals who, as of the effective date of the Plan, were members of the
Board (the “Incumbent Directors”) cease for any reason to constitute at least a
majority of the Board; provided, however, that any individual becoming a director
after the effective date of the Plan whose election, or nomination for election, by
A. H. Belo’s shareholders was approved by a vote of at least a majority of the
Incumbent Directors will be considered as though such individual were an Incumbent
Director, other than any such individual whose assumption of office after the
effective date of the Plan occurs as a result of an actual or threatened proxy
contest with respect to election or removal of directors or other actual or
threatened solicitation of proxies or consents by or on behalf of a “person” (as
such term is used in Section 13(d) of the Exchange Act) (each, a “Person”), other
than the Board;




     (ii) the consummation of (A) a merger, consolidation or similar form of
corporate transaction involving A. H. Belo (each of the events referred to in this
clause (A) being hereinafter referred to as a “Reorganization”) or (B) a sale or
other disposition of all or substantially all the assets of A. H. Belo (a “Sale”),
unless, immediately following such Reorganization or Sale, (1) all or substantially
all the individuals and entities who were the “beneficial owners” (as such term is



 









 






defined in Rule 13d-3 under the Exchange Act (or a successor rule thereto)) of
shares of A. H. Belo’s common stock or other securities eligible to vote for the
election of the Board outstanding immediately prior to the consummation of such
Reorganization or Sale (such securities, the “Company Voting Securities”)
beneficially own, directly or indirectly, more than 60% of the combined voting power
of the then outstanding voting securities of the corporation or other entity
resulting from such Reorganization or Sale (including a corporation or other entity
that, as a result of such transaction, owns A. H. Belo or all or substantially all
of A. H. Belo’s assets either directly or through one or more subsidiaries) (the
“Continuing Entity”) in substantially the same proportions as their ownership,
immediately prior to the consummation of such Reorganization or Sale, of the
outstanding Company Voting Securities (excluding any outstanding voting securities
of the Continuing Entity that such beneficial owners hold immediately following the
consummation of the Reorganization or Sale as a result of their ownership prior to
such consummation of voting securities of any corporation or other entity involved
in or forming part of such Reorganization or Sale other than A. H. Belo or a
Subsidiary), (2) no Person (excluding any employee benefit plan (or related trust)
sponsored or maintained by the Continuing Entity or any corporation or other entity
controlled by the Continuing Entity) beneficially owns, directly or indirectly, 30%
or more of the combined voting power of the then outstanding voting securities of
the Continuing Entity and (3) at least a majority of the members of the board of
directors or other governing body of the Continuing Entity were Incumbent Directors
at the time of the execution of the definitive agreement providing for such
Reorganization or Sale or, in the absence of such an agreement, at the time at which
approval of the Board was obtained for such Reorganization or Sale;




     (iii) the shareholders of A. H. Belo approve a plan of complete liquidation or
dissolution of A. H. Belo; or




     (iv) any Person, corporation or other entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Exchange Act) becomes the beneficial owner,
directly or indirectly, of securities of A. H. Belo representing 30% or more of the
combined voting power of the Company Voting Securities; provided, however, that for
purposes of this subparagraph (iv), the following acquisitions will not constitute a
Change in Control: (A) any acquisition directly from A. H. Belo, (B) any
acquisition by A. H. Belo or any Subsidiary, (C) any acquisition by any employee
benefit plan (or related trust) sponsored or maintained by A. H. Belo or any
Subsidiary, (D) any acquisition by an underwriter temporarily holding such Company
Voting Securities pursuant to an offering of such securities or (E) any acquisition
pursuant to a Reorganization or Sale that does not constitute a Change in Control
for purposes of Section 3(d)(ii).




     For purposes of applying the provisions of Section 3(d)(ii)(B)(2) and Section
3(d)(iv) at any time on or after the Effective Date, neither Robert W. Decherd nor any
Person holding voting securities of the Continuing Entity or Company Voting Securities, as
applicable, over which Robert W. Decherd has sole or shared voting power



2









 






will be considered to be the beneficial owner of 30% or more of such voting securities or
Company Voting Securities.




     (e) Code means the Internal Revenue Code of 1986, as in effect from time to time.




     (f) Committee means the Compensation Committee of the Board and, to the extent the
administration of the Plan has been assumed by the Board pursuant to Section 17, the Board.




     (g) Common Stock means the Series A Common Stock, par value $.01 per share, and the
Series B Common Stock, par value $.01 per share, of A. H. Belo or any security into which
such Common Stock may be changed by reason of any transaction or event of the type described
in Section 14. Shares of Common Stock issued or transferred pursuant to the Plan will be
shares of Series A Common Stock or Series B Common Stock, as determined by the Committee in
its discretion. Notwithstanding the foregoing, the Committee will not authorize the
issuance or transfer of Series B Common Stock if the Committee determines that such issuance
or transfer would cause the Series A Common Stock to be excluded from trading in the
principal market in which the Common Stock is then traded.




     (h) Date of Grant means (i) with respect to Participants, the date specified by the
Committee on which an Award will become effective and (ii) with respect to Directors, the
date specified in Section 12.




     (i) Director means a member of the Board who is not a regular full-time employee of A.
H. Belo or any Subsidiary.




     (j) Evidence of Award means an agreement, certificate, resolution or other type or form
of writing or other evidence approved by the Committee which sets forth the terms and
conditions of an Award. An Evidence of Award may be in any electronic medium, may be
limited to a notation on the books and records of A. H. Belo and need not be signed by a
representative of A. H. Belo or a Participant or a Director.




     (k) Exchange Act means the Securities Exchange Act of 1934, as amended.




     (l) Grant Price means the price per share of Common Stock at which an Appreciation
Right not granted in tandem with a Stock Option is granted.




     (m) Incentive Compensation Plan Bonus means an award of annual incentive compensation
made pursuant to and subject to the conditions set forth in Section 11.




     (n) Management Objectives means the measurable performance objectives, if any,
established by the Committee for a Performance Period that are to be achieved with respect
to an Award. Management Objectives may be described in terms of company-wide objectives
(i.e., the performance of A. H. Belo and all of its Subsidiaries) or in terms of objectives
that are related to the performance of the individual Participant



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or of the division, Subsidiary, department, region or function within A. H. Belo or a
Subsidiary in which the Participant receiving the Award is employed or on which the
Participant’s efforts have the most influence. The achievement of the Management Objectives
established by the Committee for any Performance Period will be determined without regard to
the effect on such Management Objectives of any acquisition or disposition by A. H. Belo of
a trade or business, or of substantially all of the assets of a trade or business, during
the Performance Period and without regard to any change in accounting standards by the
Financial Accounting Standards Board or any successor entity and without regard to changes
in applicable tax laws.




     The Management Objectives applicable to any Award to a Participant who is, or is
determined by the Committee to be likely to become, a “covered employee” within the meaning
of Section 162(m) of the Code (or any successor provision) will be limited to specified
levels of, growth in, or performance relative to performance standards set by the
Compensation Committee relating to or peer company performance in, one or more of the
following performance measures (excluding the effect of extraordinary or nonrecurring
items):




	 	(i)	 	earnings per share;
	 
	 	(ii)	 	earnings before interest, taxes, depreciation
and amortization (EBITDA);
	 
	 	(iii)	 	net income;
	 
	 	(iv)	 	net operating profit;
	 
	 	(v)	 	revenue;
	 
	 	(vi)	 	operating margins;
	 
	 	(vii)	 	share price;
	 
	 	(viii)	 	total shareholder return (measured as the total of the appreciation
of and dividends declared on the Common Stock);
	 
	 	(ix)	 	return on invested capital;
	 
	 	(x)	 	return on shareholder equity;
	 
	 	(xi)	 	return on assets;
	 
	 	(xii)	 	working capital targets;
	 
	 	(xiii)	 	cost reduction;
	 
	 	(xiv)	 	debt reduction; and
	 
	 	(xv)	 	industry specific measures of audience or revenue share.




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     If the Committee determines that, as a result of a change in the business, operations,
corporate structure or capital structure of A. H. Belo (other than an acquisition or
disposition described in the first paragraph of this Section 3(n) or the manner in which
A. H. Belo conducts its business, or any other events or circumstances, the Management
Objectives are no longer suitable, the Committee may in its discretion modify such
Management Objectives or the related minimum acceptable level of achievement, in whole or in
part, with respect to a Performance Period as the Committee deems appropriate and equitable,
except where such action would result in the loss of the otherwise available exemption of
the Award under Section 162(m) of the Code. In such case, the Committee will not make any
modification of the Management Objectives or minimum acceptable level of achievement.




     (o) Market Value per Share means, at any date, the closing sale price of the Common
Stock on that date (or, if there are no sales on that date, the last preceding date on which
there was a sale) in the principal market in which the Common Stock is traded.




     (p) Option Price means the purchase price per share payable on exercise of a Stock
Option.




     (q) Participant means a person who is selected by the Committee to receive benefits
under the Plan and who is at that time (i) an executive officer or other key employee of A.
H. Belo or any Subsidiary or (ii) the holder of a stock option or restricted stock units
issued by Belo Corp. to whom A. H. Belo is obligated to issue a Stock Option and/or
Restricted Stock Units pursuant to the terms of that certain Employee Matters Agreement
dated as of the Distribution Date by and between Belo Corp. and A. H. Belo.




     (r) Performance Share means a bookkeeping entry that records the equivalent of one
share of Common Stock awarded pursuant to Section 10.




     (s) Performance Period means, with respect to an Award, a period of time within which
the Management Objectives relating to such Award are to be measured. The Performance Period
for an Incentive Compensation Plan Bonus will be a period of 12 months, and, unless
otherwise expressly provided in the Plan, the Performance Period for all other Awards will
be established by the Committee at the time of the Award.




     (t) Performance Unit means a unit equivalent to $100 (or such other value as the
Committee determines) granted pursuant to Section 10.




     (u) Restricted Shares means shares of Common Stock granted or sold pursuant to Section
8 as to which neither the ownership restrictions nor the restrictions on transfer have
expired.




     (v) Restricted Stock Units means an award pursuant to Section 9 of the right to
receive shares of Common Stock at the end of a specified deferral period, subject to the
satisfaction of certain conditions.




     (w) Rule 16b-3 means Rule 16b-3 under Section 16 of the Exchange Act (or any successor
rule to the same effect), as in effect from time to time.



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     (x) Spread means the excess of the Market Value per Share on the date an Appreciation
Right is exercised over (i) the Option Price provided for in the Stock Option granted in
tandem with the Appreciation Right or (ii) if there is no tandem Stock Option, the Grant
Price provided for in the Appreciation Right, in either case multiplied by the number of
shares of Common Stock in respect of which the Appreciation Right is exercised.




     (y) Stock Option means the right to purchase shares of Common Stock upon exercise of an
option granted pursuant to Section 6.




     (z) Subsidiary means (i) any corporation of which at least 50% of the total combined
voting power of all outstanding shares of stock is owned directly or indirectly by A. H.
Belo, (ii) any partnership of which at least 50% of the profits interest or capital interest
is owned directly or indirectly by A. H. Belo and (iii) any other entity of which at least
50% of the total equity interest is owned directly or indirectly by A. H. Belo.



     4. Shares Available Under Plan. The number of shares of Common Stock that may be issued or
transferred (i) upon the exercise of Appreciation Rights or Stock Options, (ii) as Restricted
Shares and released from all restrictions, (iii) as Restricted Stock Units, (iv) in payment of
Performance Shares, Performance Units or Incentive Compensation Plan Bonuses will not exceed in the
aggregate 8 million shares. Such shares may be shares of original issuance or treasury shares or a
combination of the foregoing. The number of shares of Common Stock available under this Section 4
will be subject to adjustment as provided in Section 14 and will be further adjusted to include
shares that (i) relate to Awards that expire or are forfeited or (ii) are transferred, surrendered
or relinquished to or withheld by A. H. Belo in satisfaction of any Option Price or in satisfaction
of any tax withholding amount. Upon payment in cash of the benefit provided by any Award, any
shares that were covered by that Award will again be available for issue or transfer under the
Plan.



     5. Limitations on Awards. Awards under the Plan will be subject to the following limitations:




     (a) No more than an aggregate of 4 million shares of Common Stock, subject to
adjustment as provided in Section 4, will be issued or transferred as Restricted Shares and
Restricted Stock Units (excluding the award of any Restricted Shares or Restricted Stock
Units to Directors pursuant to Section 12).




     (b) No more than 8 million shares of Common Stock, subject to adjustment only as
provided in Section 14, will be issued pursuant to Stock Options that are intended to
qualify as incentive stock options under Section 422 of the Code.




     (c) The maximum aggregate number of shares of Common Stock that may be subject to Stock
Options, Appreciation Rights, Restricted Stock Units, Performance Shares or Restricted
Shares granted or sold to a Participant during any calendar year will not exceed 800,000
shares, subject to adjustment only as provided in Section 14. The foregoing limitation
will apply without regard to whether the applicable Award is settled in cash or in shares of
Common Stock.



6









 






     (d) The maximum aggregate cash value of payments to any Participant for any Performance
Period pursuant to an award of Performance Units will not exceed $5 million.




     (e) The payment of an Incentive Compensation Plan Bonus to any Participant will not
exceed $5 million.



     6. Stock Options. The Committee may from time to time authorize grants to any Participant
and, subject to Section 12, to any Director of options to purchase shares of Common Stock upon
such terms and conditions as it may determine in accordance with this Section 6. Each grant of
Stock Options may utilize any or all of the authorizations, and will be subject to all of the
requirements, contained in the following provisions:




     (a) Each grant will specify the number of shares of Common Stock to which it relates.




     (b) Each grant will specify the Option Price, which will not be less than 100% of the
Market Value per Share on the Date of Grant.




     (c) Each grant will specify whether the Option Price will be payable (i) in cash or by
check acceptable to A. H. Belo, (ii) by the actual or constructive transfer to A. H. Belo of
shares of Common Stock owned by the Participant or Director for at least six months (or,
with the consent of the Committee, for less than six months) having an aggregate Market
Value per Share at the date of exercise equal to the aggregate Option Price, (iii) with the
consent of the Committee, by authorizing A. H. Belo to withhold a number of shares of Common
Stock otherwise issuable to the Participant or Director having an aggregate Market Value per
Share on the date of exercise equal to the aggregate Option Price or (iv) by a combination
of such methods of payment; provided, however, that the payment methods described in clauses
(ii) and (iii) will not be available at any time that A. H. Belo is prohibited from
purchasing or acquiring such shares of Common Stock.




     (d) To the extent permitted by law, any grant may provide for deferred payment of the
Option Price from the proceeds of sale through a bank or broker of some or all of the shares
to which such exercise relates.




     (e) Successive grants may be made to the same Participant or Director whether or not
any Stock Options or other Awards previously granted to such Participant or Director remain
unexercised or outstanding.




     (f) Each grant will specify the required period or periods of continuous service by the
Participant or Director with A. H. Belo or any Subsidiary that are necessary before the
Stock Options or installments thereof will become exercisable.




     (g) Any grant may specify the Management Objectives that must be achieved as a
condition to the exercise of the Stock Options.



7









 






     (h) Any grant may provide for the earlier exercise of the Stock Options in the event of
a Change in Control or other similar transaction or event.




     (i) Stock Options may be (i) options which are intended to qualify under particular
provisions of the Code, (ii) options which are not intended to so qualify or (iii)
combinations of the foregoing.




     (j) On or after the Date of Grant, the Committee may provide for the payment to the
Participant or Director of dividend equivalents thereon in cash or Common Stock on a
current, deferred or contingent basis.




     (k) No Stock Option will be exercisable more than ten years from the Date of Grant.




     (l) The Committee will have the right to substitute Appreciation Rights for outstanding
Options granted to one or more Participants or Directors, provided the terms and the
economic benefit of the substituted Appreciation Rights are at least equivalent to the terms
and economic benefit of such Options, as determined by the Committee in its discretion.




     (m) Any grant may provide for the effect on the Stock Options or any shares of Common
Stock issued, or other payment made, with respect to the Stock Options of any conduct of the
Participant determined by the Committee to be injurious, detrimental or prejudicial to any
significant interest of A. H. Belo or any Subsidiary.




     (n) Each grant will be evidenced by an Evidence of Award, which may contain such terms
and provisions, consistent with the Plan, as the Committee may approve, including without
limitation provisions relating to the Participant’s termination of employment or Director’s
termination of service by reason of retirement, death, disability or otherwise.



     7. Appreciation Rights. The Committee may also from time to time authorize grants to any
Participant and, subject to Section 12, to any Director of Appreciation Rights upon such terms and
conditions as it may determine in accordance with this Section 7. Appreciation Rights may be
granted in tandem with Stock Options or separate and apart from a grant of Stock Options. An
Appreciation Right will be a right of the Participant or Director to receive from A. H. Belo upon
exercise an amount which will be determined by the Committee at the Date of Grant and will be
expressed as a percentage of the Spread (not exceeding 100%) at the time of exercise. An
Appreciation Right granted in tandem with a Stock Option may be exercised only by surrender of the
related Stock Option. Each grant of an Appreciation Right may utilize any or all of the
authorizations, and will be subject to all of the requirements, contained in the following
provisions:




     (a) Each grant will state whether it is made in tandem with Stock Options and, if not
made in tandem with any Stock Options, will specify the number of shares of Common Stock in
respect of which it is made.



8









 






     (b) Each grant made in tandem with Stock Options will specify the Option Price and each
grant not made in tandem with Stock Options will specify the Grant Price, which in either
case will not be less than 100% of the Market Value per Share on the Date of Grant.




     (c) Any grant may provide that the amount payable on exercise of an Appreciation Right
may be paid (i) in cash, (ii) in shares of Common Stock having an aggregate Market Value per
Share equal to the Spread or (iii) in a combination thereof, as determined by the Committee
in its discretion.




     (d) Any grant may specify that the amount payable to the Participant or Director on
exercise of an Appreciation Right may not exceed a maximum amount specified by the Committee
at the Date of Grant (valuing shares of Common Stock for this purpose at their Market Value
per Share at the date of exercise).




     (e) Successive grants may be made to the same Participant or Director whether or not
any Appreciation Rights or other Awards previously granted to such Participant or Director
remain unexercised or outstanding.




     (f) Each grant will specify the required period or periods of continuous service by the
Participant or Director with A. H. Belo or any Subsidiary that are necessary before the
Appreciation Rights or installments thereof will become exercisable, and will provide that
no Appreciation Rights may be exercised except at a time when the Spread is positive and,
with respect to any grant made in tandem with Stock Options, when the related Stock Options
are also exercisable.




     (g) Any grant may specify the Management Objectives that must be achieved as a
condition to the exercise of the Appreciation Rights.




     (h) Any grant may provide for the earlier exercise of the Appreciation Rights in the
event of a Change in Control or other similar transaction or event.




     (i) On or after the Date of Grant, the Committee may provide for the payment to the
Participant or Director of dividend equivalents thereon in cash or Common Stock on a
current, deferred or contingent basis.




     (j) No Appreciation Right will be exercisable more than ten years from the Date of
Grant.




     (k) Any grant may provide for the effect on the Appreciation Rights or any shares of
Common Stock issued, or other payment made, with respect to the Appreciation Rights of any
conduct of the Participant determined by the Committee to be injurious, detrimental or
prejudicial to any significant interest of A. H. Belo or any Subsidiary.




     (l) Each grant will be evidenced by an Evidence of Award, which may contain such terms
and provisions, consistent with the Plan, as the Committee may approve, including without
limitation provisions relating to the Participant’s termination



9









 






of employment or Director’s termination of service by reason of retirement, death,
disability or otherwise.



     8. Restricted Shares. The Committee may also from time to time authorize grants or sales to
any Participant and, subject to Section 12, to any Director of Restricted Shares upon such terms
and conditions as it may determine in accordance with this Section 8. Each grant or sale will
constitute an immediate transfer of the ownership of shares of Common Stock to the Participant or
Director in consideration of the performance of services, entitling such Participant or Director to
voting and other ownership rights, but subject to the restrictions set forth in this Section 8.
Each such grant or sale may utilize any or all of the authorizations, and will be subject to all of
the requirements, contained in the following provisions:




     (a) Each grant or sale may be made without additional consideration or in consideration
of a payment by the Participant or Director that is less than the Market Value per Share at
the Date of Grant, except as may otherwise be required by the Delaware General Corporation
Law.




     (b) Each grant or sale may limit the Participant’s or Director’s dividend rights during
the period in which the shares of Restricted Shares are subject to any such restrictions.




     (c) Each grant or sale will provide that the Restricted Shares will be subject, for a
period to be determined by the Committee at the Date of Grant, to one or more restrictions,
including without limitation a restriction that constitutes a “substantial risk of
forfeiture” within the meaning of Section 83 of the Code and the regulations of the Internal
Revenue Service under such section.




     (d) Any grant or sale may specify the Management Objectives that, if achieved, will
result in the termination or early termination of the restrictions applicable to the shares.




     (e) Any grant or sale may provide for the early termination of any such restrictions in
the event of a Change in Control or other similar transaction or event.




     (f) Each grant or sale will provide that during the period for which such restriction
or restrictions are to continue, the transferability of the Restricted Shares will be
prohibited or restricted in a manner and to the extent prescribed by the Committee at the
Date of Grant (which restrictions may include without limitation rights of repurchase or
first refusal in favor of A. H. Belo or provisions subjecting the Restricted Shares to
continuing restrictions in the hands of any transferee).




     (g) Any grant or sale may provide for the effect on the Restricted Shares or any shares
of Common Stock issued free of restrictions, or other payment made, with respect to the
Restricted Shares of any conduct of the Participant determined by the Committee to be
injurious, detrimental or prejudicial to any significant interest of A. H. Belo or any
Subsidiary.



10









 






     (h) Each grant or sale will be evidenced by an Evidence of Award, which may contain
such terms and provisions, consistent with the Plan, as the Committee may approve, including
without limitation provisions relating to the Participant’s termination of employment or
Director’s termination of service by reason of retirement, death, disability or otherwise.



     9. Restricted Stock Units. The Committee may also from time to time authorize grants or sales
to any Participant and, subject to Section 12, to any Director of Restricted Stock Units upon such
terms and conditions as it may determine in accordance with this Section 9. Each grant or sale
will constitute the agreement by A. H. Belo to issue or transfer shares of Common Stock to the
Participant or Director in the future in consideration of the performance of services, subject to
the fulfillment of such conditions as the Committee may specify. Each such grant or sale may
utilize any or all of the authorizations, and will be subject to all of the requirements, contained
in the following provisions:




     (a) Each grant or sale may be made without additional consideration from the
Participant or Director or in consideration of a payment by the Participant or Director that
is less than the Market Value per Share on the Date of Grant, except as may otherwise be
required by the Delaware General Corporation Law.




     (b) Each grant or sale will provide that the Restricted Stock Units will be subject to
a deferral period, which will be fixed by the Committee on the Date of Grant, and any grant
or sale may provide for the earlier termination of such period in the event of a Change in
Control or other similar transaction or event.




     (c) During the deferral period, the Participant or Director will not have any right to
transfer any rights under the Restricted Stock Units, will not have any rights of ownership
in the Restricted Stock Units and will not have any right to vote the Restricted Stock
Units, but the Committee may on or after the Date of Grant authorize the payment of dividend
equivalents on such shares in cash or Common Stock on a current, deferred or contingent
basis.




     (d) Any grant or sale may provide for the effect on the Restricted Stock Units or any
shares of Common Stock issued free of restrictions, or other payment made, with respect to
the Restricted Stock Units of any conduct of the Participant determined by the Committee to
be injurious, detrimental or prejudicial to any significant interest of A. H. Belo or any
Subsidiary.




     (e) Each grant or sale will be evidenced by an Evidence of Award, which will contain
such terms and provisions as the Committee may determine consistent with the Plan, including
without limitation provisions relating to the Participant’s termination of employment or
Director’s termination of service by reason of retirement, death, disability or otherwise.



     10. Performance Shares and Performance Units. The Committee may also from time to time
authorize grants to any Participant and, subject to Section 12, to any Director of Performance
Shares and Performance Units, which will become payable upon achievement of



11









 




specified Management Objectives, upon such terms and conditions as it may determine in
accordance with this Section 10. Each such grant may utilize any or all of the authorizations,
and will be subject to all of the requirements, contained in the following provisions:





     (a) Each grant will specify the number of Performance Shares or Performance Units to
which it relates.




     (b) The Performance Period with respect to each Performance Share and Performance Unit
will be determined by the Committee at the time of grant.




     (c) Each grant will specify the Management Objectives that, if achieved, will result in
the payment of the Performance Shares or Performance Units.




     (d) Each grant will specify the time and manner of payment of Performance Shares or
Performance Units which have become payable, which payment may be made in (i) cash, (ii)
shares of Common Stock having an aggregate Market Value per Share equal to the aggregate
value of the Performance Shares or Performance Units which have become payable or (iii) any
combination thereof, as determined by the Committee in its discretion at the time of
payment.




     (e) Any grant of Performance Shares may specify that the amount payable with respect
thereto may not exceed a maximum specified by the Committee on the Date of Grant. Any grant
of Performance Units may specify that the amount payable, or the number of shares of Common
Stock issued, with respect to the Performance Units may not exceed maximums specified by the
Committee on the Date of Grant.




     (f) On or after the Date of Grant, the Committee may provide for the payment to the
Participant or Director of dividend equivalents on Performance Shares in cash or Common
Stock on a current, deferred or contingent basis.




     (g) Any grant may provide for the effect on the Performance Shares or Performance Units
or any shares of Common Stock issued, or other payment made, with respect to the Performance
Shares or Performance Units of any conduct of the Participant determined by the Committee to
be injurious, detrimental or prejudicial to any significant interest of A. H. Belo or any
Subsidiary.




     (h) Each grant will be evidenced by an Evidence of Award, which will contain such terms
and provisions as the Committee may determine consistent with the Plan, including without
limitation provisions relating to the payment of the Performance Shares or Performance Units
in the event of a Change in Control or other similar transaction or event and provisions
relating to the Participant’s termination of employment or Director’s termination of service
by reason of retirement, death, disability or otherwise.



     11. Incentive Compensation Plan Bonuses. The Committee may from time to time authorize
payment of annual incentive compensation in the form of an Incentive Compensation Plan Bonus to a
Participant, which will become payable upon achievement of specified



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Management Objectives. Incentive Compensation Plan Bonuses will be payable upon such terms
and conditions as the Committee may determine, subject to the following provisions:





     (a) The Committee will specify the Management Objectives that, if achieved, will result
in the payment of the Incentive Compensation Plan Bonus.




     (b) The amount of the Incentive Compensation Plan Bonus will be determined by the
Committee based on the level of achievement of the specified Management Objectives. The
Incentive Compensation Plan Bonus will be paid to the Participant following the close of the
calendar year in which the Performance Period relating to the Incentive Compensation Plan
Bonus ends, but not later than the 15th day of the third month following the end
of such calendar year, provided the Participant continues to be employed by A. H. Belo or a
Subsidiary on the Incentive Compensation Plan Bonus payment date (unless such employment
condition is waived by A. H. Belo).




     (c) Payment of the Incentive Compensation Plan Bonus may be made in (i) cash, (ii)
shares of Common Stock having an aggregate Market Value per Share equal to the aggregate
value of the Incentive Compensation Plan Bonus which has become payable or (iii) any
combination thereof, as determined by the Committee in its discretion at the time of
payment.




     (d) If a Change in Control occurs during a Performance Period, the Incentive
Compensation Plan Bonus payable to each Participant for the Performance Period will be
determined at the target level of achievement of the Management Objectives, without regard
to actual performance, or, if greater, at the actual level of achievement at the time of the
closing of the Change in Control, in both instances without proration for less than a full
Performance Period. The Incentive Compensation Bonus will be paid not later than 60 days
after the closing of the Change in Control.




     (e) Each grant may be evidenced by an Evidence of Award, which will contain such terms
and provisions as the Committee may determine consistent with the Plan, including without
limitation provisions relating to the Participant’s termination of employment by reason of
retirement, death, disability or otherwise.



     12. Awards for Directors.




     (a) On the date of (i) the 2008 annual meeting of Belo Corp. shareholders and (ii) each
annual meeting of A. H. Belo shareholders occurring after 2008, or such other time as the
Compensation Committee determines and approves, each Director will be granted (i) an Award
that has a fair market value (as hereinafter determined) on the Date of Grant equal to 50%
of the Director’s annual compensation from A. H. Belo and (ii) if the Director so elects, an
Award that has a fair market value on the Date of Grant equal to all or any portion of the
Director’s remaining annual compensation from A. H. Belo. Any such election will be
irrevocable when made and, to the extent the Director’s election will result in a deferral
of compensation subject to Section 409A of the Code, must be made by the Director in writing
no later than the last day of the calendar year immediately preceding the calendar year in
which the date of the annual shareholders



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meeting occurs. The form of the Award will be determined by the Committee in its
discretion; provided, however, that unless the Committee determines and approves otherwise,
Awards made to Directors will be in the form of Stock Options. For purposes of this Section
12, the date of an annual meeting of shareholders of A. H. Belo is the date on which the
meeting is convened.




     (b) An Award granted to a Director pursuant to this Section 12 will constitute payment
of all or a portion of the Director’s annual compensation for services to be performed by
the Director for the 12-month period beginning on the date of the annual meeting of
shareholders on which the Award is granted. If, however, a Director is elected to the Board
as of a date other than the date of an annual meeting of A. H. Belo shareholders, (i) the
Director’s annual compensation will be prorated based on the number of days remaining in the
year in which the Director is elected to the Board (for this purpose the year will begin on
the date of the annual meeting of shareholders immediately preceding the date of the
Director’s election to the Board) and (ii) 50% of the Director’s prorated annual
compensation will be paid in the form of an Award valued on the date of the Director’s
election to the Board, subject to the Director’s election to receive up to 100% of his or
her prorated annual compensation in the form of an Award valued on such date. Any such
election will be irrevocable when made; and to the extent the Director’s election will
result in a deferral of compensation subject to Section 409A of the Code, must be made no
later than 30 days after the date of the Director’s election to the Board and will apply
only to compensation paid for services to be performed by the Director after the date of his
written election. Any portion of a Director’s compensation from A. H. Belo that is not paid
to the Director in the form of an Award will be paid in cash on the date of the annual
meeting of shareholders or the date of the Director’s election to the Board, as applicable.




     (c) For purposes of this Section 12:




     (i) the fair market value of a Stock Option or an Appreciation Right awarded to
a Director will be determined by the Committee using the Black-Scholes Option
Pricing Model; a generally accepted binomial pricing model that takes into account
as of the Date of Grant (A) the Option Price or Grant Price, as applicable, (B) the
expected term of the Stock Option or Appreciation Right, (C) the Market Value per
Share of the Common Stock on the Date of Grant, (D) the volatility of the Common
Stock, (E) the expected dividends on the Common Stock and (F) the risk-free interest
rate for the expected term of the Stock Option or Appreciation Right; or any other
pricing model used by A. H. Belo to value Stock Options for financial reporting
purposes;




     (ii) the fair market value of a Restricted Stock Unit, a Restricted Share or a
Performance Share awarded to a Director will be equal to the Market Value per Share
of the Common Stock on the Date of Grant without regard to any restrictions,
limitations or conditions with respect to such Award; and




     (iii) the fair market value of a Performance Unit awarded to a Director will be
its stated value.



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     13. Transferability. Unless the Committee determines otherwise on or after the Date of Grant,
(i) no Award will be transferable by a Participant or Director other than by will or the laws of
descent and distribution, and (ii) no Stock Option or Appreciation Right granted to a Participant
or Director will be exercisable during the Participant’s or Director’s lifetime by any person other
than the Participant or Director, or such person’s guardian or legal representative.



     14. Adjustments. The Committee will make or provide for such adjustments in (i) the maximum
number of shares of Common Stock specified in Section 4 and Section 5, (ii) the number of shares
of Common Stock covered by outstanding Stock Options, Appreciation Rights, Performance Shares and
Restricted Stock Units granted under the Plan, (iii) the Option Price or Grant Price applicable to
any Stock Options and Appreciation Rights, and (iv) the kind of shares covered by any such Awards
(including shares of another issuer) as is equitably required to prevent dilution or enlargement of
the rights of Participants and Directors that otherwise would result from (x) any stock dividend,
stock split, combination of shares, recapitalization or other change in the capital structure of A.
H. Belo, or (y) any merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization,
partial or complete liquidation or other distribution of assets, issuance of rights or warrants to
purchase securities, or (z) any other corporate transaction, equity restructuring or other event
having an effect similar to any of the foregoing. In the event of any such transaction or event,
the Committee, in its discretion, may provide in substitution for any or all outstanding Awards
such alternative consideration as it, in good faith, may determine to be equitable in the
circumstances and may require in connection with such substitution the surrender of all Awards so
replaced.



     15. Fractional Shares. A. H. Belo will not be required to issue any fractional share of
Common Stock pursuant to the Plan. The Committee may provide for the elimination of fractions or
for the settlement of fractions in cash.



     16. Withholding Taxes. To the extent that A. H. Belo is required to withhold federal, state,
local or foreign taxes in connection with any payment made or benefit realized by a Participant or
other person under the Plan, and the amounts available to A. H. Belo for such withholding are
insufficient, it will be a condition to the receipt of such payment or the realization of such
benefit that the Participant or such other person make arrangements satisfactory to A. H. Belo for
payment of the balance of such taxes required to be withheld. In addition, if permitted by the
Committee, the Participant or such other person may elect to have any withholding obligation of A.
H. Belo satisfied with shares of Common Stock that would otherwise be transferred to the
Participant or such other person in payment of the Participant’s Award. However, without the
consent of the Committee, shares of Common Stock will not be withheld in excess of the minimum
number of shares required to satisfy A. H. Belo’s withholding obligation.



     17. Administration of the Plan.




     (a) Unless the administration of the Plan has been expressly assumed by the Board
pursuant to a resolution of the Board, the Plan will be administered by the Committee, which
at all times will consist of two or more Directors appointed by the Board, all of whom (i)
will meet all applicable independence requirements of the New York Stock Exchange or the
principal national securities exchange on which the



15









 






Common Stock is traded and (ii) will qualify as “non-employee directors” as defined in
Rule 16b-3 and as “outside directors” as defined in regulations adopted under Section 162(m)
of the Code, as such terms may be amended from time to time. A majority of the Committee
will constitute a quorum, and the action of the members of the Committee present at any
meeting at which a quorum is present, or acts unanimously approved in writing, will be the
acts of the Committee.




     (b) The Committee has the full authority and discretion to administer the Plan and to
take any action that is necessary or advisable in connection with the administration of the
Plan, including without limitation the authority and discretion to interpret and construe
any provision of the Plan or of any agreement, notification or document evidencing an Award.
The interpretation and construction by the Committee of any such provision and any
determination by the Committee pursuant to any provision of the Plan or of any such
agreement, notification or document will be final and conclusive. No member of the
Committee will be liable for any such action or determination made in good faith.



     18. Amendments and Other Matters.




     (a) The Plan may be amended from time to time by the Committee or the Board but may not
be amended without further approval by the shareholders of A. H. Belo if such amendment
would result in the Plan no longer satisfying any applicable requirements of the New York
Stock Exchange (or the principal national securities exchange on which the Common Stock is
traded), Rule 16b-3 or Section 162(m) of the Code.




     (b) Neither the Committee nor the Board will authorize the amendment of any outstanding
Stock Option to reduce the Option Price without the further approval of the shareholders of
A. H. Belo. Furthermore, no Stock Option will be cancelled and replaced with Stock Options
having a lower Option Price without further approval of the shareholders of A. H. Belo.
This Section 18(b) is intended to prohibit the repricing of “underwater” Stock Options and
will not be construed to prohibit the adjustments provided for in Section 14.




     (c) The Committee may also permit Participants and Directors to elect to defer the
issuance of Common Stock or the settlement of Awards in cash under the Plan pursuant to such
rules, procedures or programs as it may establish for purposes of the Plan. The Committee
also may provide that deferred issuances and settlements include the payment or crediting of
dividend equivalents or interest on the deferral amounts.




     (d) The Plan may be terminated at any time by action of the Board. The termination of
the Plan will not adversely affect the terms of any outstanding Award.




     (e) The Plan does not confer upon any Participant any right with respect to continuance
of employment or other service with A. H. Belo or any Subsidiary, nor will it interfere in
any way with any right A. H. Belo or any Subsidiary would otherwise have to terminate such
Participant’s employment or other service at any time.



16









 






     (f) If the Committee determines, with the advice of legal counsel, that any provision
of the Plan would prevent the payment of any Award intended to qualify as performance-based
compensation within the meaning of Section 162(m) of the Code from so qualifying, such Plan
provision will be invalid and cease to have any effect without affecting the validity or
effectiveness of any other provision of the Plan.



     19. Governing Law. The Plan, all Awards and all actions taken under the Plan and the Awards
will be governed in all respects in accordance with the laws of the State of Delaware, including
without limitation, the Delaware statute of limitations, but without giving effect to the
principles of conflicts of laws of such State.




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