exv10w2



 







Exhibit 10.2




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.	 	Stock Options





	 	 	 
	No. of shares:

	 	___shares of Belo Series B Common Stock
	Option exercise

price:

	 	$___per share
	Vesting and exercise

	 	___shares on and after [40% one year from grant date]
	dates:

	 	___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.




	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, [three years following grant
date]
	Payment date:

	 	Within 10 business days following the date of the annual
earnings release for the year ending December 31, [three
years following grant date]
	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.	 	Performance-Related RSUs*





	 	 	 
	No. of RSUs to be

	 	Target level of performance:
	earned:

	 	Minimum level of performance:
	 

	 	Below minimum level of performance: None
Maximum level of performance:
	 
	 	 
	Performance

period:

	 	January 1, [fiscal year following grant date] through
December 31, [fiscal year following grant date]
	 
	 	 
	Performance

measures:

	 	The same performance measures that are used for
determining the amount of your [year of grant +1] bonus
	 
	 	 
	Vesting:

	 	Earned RSUs vest as follows:
	 

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

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

	 	33.3% on the annual earnings release date for the
year ending December 31, [three years following
grant date]
	 
	 	 
	Payment dates:

	 	Within 10 business days after Belo’s annual earnings
release for [year of grant +1], [year of grant +2]
and [year of grant +3], 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.



* RSUs are referred to in the Plan as “Deferred Shares.”





	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.



 









 





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
	 	 	 	 	 	 	 
	 
	 	All options,	 	 	 	 
	 
	 	unvested and	 	 	 	 
	Voluntary resignation
	 	vested, are
	 	Unvested RSUs are
	 	Unvested RSUs are
	 
	 	forfeited immediately
	 	forfeited immediately
	 	forfeited immediately
	 	 	 	 	 	 	 
	 
	 	All options,	 	 	 	 
	 
	 	unvested and	 	 	 	 
	Discharge for cause  1
	 	vested, are
	 	Unvested RSUs are
	 	Unvested RSUs are
	 
	 	forfeited immediately
	 	forfeited immediately
	 	forfeited immediately
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	RSUs still subject
	 
	 	 	 	 	 	to performance
	 
	 	 	 	 	 	goals (within one
	 
	 	Vesting is
	 	 	 	year of grant) are
	Retirement 2, Death
	 	accelerated and
	 	RSUs fully vest and
	 	forfeited immediately.
	or Long-Term
	 	options remain
	 	are paid as soon as
	 	RSUs earned after the
	Disability
	 	exercisable for
	 	practicable
	 	one-year performance period
	 
	 	original term of
	 	 	 	become fully vested
	 
	 	the option
	 	 	 	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:
	 	Stock Options
	 	Time-Based RSUs
	 	Performance-Related
	Discharge without
	 	 	 	 	 	RSUs
	cause	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	Unvested options	 	 	 	 
	Executive officers,
	 	are forfeited	 	 	 	 
	general managers
	 	immediately.
	 	Unvested RSUs are
	 	Unvested RSUs are
	and head of
	 	Vested options
	 	forfeited immediately
	 	forfeited immediately
	operating unit
	 	remain exercisable	 	 	 	 
	 
	 	for one year from	 	 	 	 
	 
	 	date of termination.	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	Unvested options	 	 	 	 
	 
	 	are forfeited	 	 	 	 
	 
	 	immediately.	 	 	 	 
	Participants with
	 	Vested options
	 	Unvested RSUs are
	 	Unvested RSUs are
	10 or more years of
	 	remain exercisable
	 	forfeited immediately
	 	forfeited immediately
	service
	 	for one year from	 	 	 	 
	 
	 	date of termination.	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	Unvested options	 	 	 	 
	 
	 	are forfeited	 	 	 	 
	Participants with
	 	immediately.	 	 	 	 
	more than 5 but
	 	Vested options
	 	Unvested RSUs are
	 	Unvested RSUs are
	less than 10 years
	 	remain exercisable
	 	forfeited immediately
	 	forfeited immediately
	of service
	 	for six months from	 	 	 	 
	 
	 	date of termination.	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	Unvested options	 	 	 	 
	 
	 	are forfeited	 	 	 	 
	 
	 	immediately.	 	 	 	 
	Participants with 5
	 	Vested options
	 	Unvested RSUs are
	 	Unvested RSUs are
	or fewer years of
	 	remain exercisable
	 	forfeited immediately
	 	forfeited immediately
	service
	 	for three months	 	 	 	 
	 
	 	from date of termination.