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