INCENTIVE COMPENSATION PLAN



 Exhibit 10.1 
 A. H. Belo Corporation 
 2008 Incentive Compensation Plan 

[Form of] Evidence of Grant 
     Participant:         Name           

Date of Grant:         Date Of Grant 
 Under the terms of the A. H. Belo 2008 Incentive Compensation Plan (the “Plan”), you have been granted the following grant(s) for 2012. All grant(s) 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 grant(s) are described below. 

 

	1.	Time-Based Restricted Stock Units (RSUs) 

  

			
	 Number of RSUs:
	  	##,###
		
	 Vesting:
	  	##,### on the third trading day following the annual earnings release for the year ending December 31, 2012
		
		  	##,### on the third trading day following the annual earnings release for the year ending December 31, 2013
		
		  	##,### on the third trading day following the annual earnings release for the year ending December 31, 2014
		
	 Payment date:
	  	40% within 10 business days following the vesting date for the year ending December 31, 2012
		
		  	30% within 10 business days following the vesting date for the year ending December 31, 2013
		
		  	30% within 10 business days following the vesting date for the year ending December 31, 2014
		
	 Form of payment:
	  	60% in shares of A. H. Belo Corporation Series A Common Stock; 40% in cash

 Termination of employment 
 Your right, if any, to payment with respect to your time-based RSUs upon termination of employment with the Company or its subsidiaries is set forth in the termination guidelines attached as Appendix C-1
to this Evidence of Grant. 







 Change in Control 
 In the event of a Change in Control as defined in the Plan, all RSUs will vest immediately. Vested RSUs will be paid at the earliest practicable date that payment may be made without violating any
applicable provisions of section 409A of the Internal Revenue Code. 
 Section 409A Payment Rules 

Notwithstanding the general payment rules described in this Evidence of Grant, including Appendix D, if the Company makes a good faith determination
that a payment of your LTI (i) constitutes a deferral of compensation for purposes of Section 409A of the Internal Revenue Code of 1986, as amended, and the rules, regulations and guideline thereunder (“Section 409A”),
(ii) is made to you by reason of your separation from service within the meaning of Section 409A, and (iii) at the time such payment would otherwise be made you are a specified employee within the meaning of Section 409A (using
the identification methodology selected by the Company from time to time), the payment will be delayed until the earlier of (x) the first business day of the seventh month following your separation from service or (y) your death.
Furthermore, if your LTI is no longer subject to a substantial risk of forfeiture prior to a Change in Control, and the Change in Control does not constitute a change in the ownership or effective control of the Company or in the ownership of a
substantial portion of the assets of the Company (within the meaning of Section 409A), the payment date of the LTI will be determined without regard to the occurrence of the Change in Control. Each payment of a portion of your LTI will be
considered, and is hereby designated as, a separate payment for purposes of Section 409A. 
 It is the Company’s intention that the
LTI will either be exempt from, or will satisfy the requirements of, Section 409A, and this Evidence of Grant will be construed in a manner to give effect to such intention. Notwithstanding any other provision of this Evidence of Grant, the
Company is not obligated to guarantee any particular tax result for you with respect to any payment provided to you hereunder, and you will be responsible for any taxes imposed on you with respect to any such payment. 

Tax Withholding 
 The Company will
withhold from any payment to you all federal, state, city or other taxes as may be required to be withheld pursuant to any law or governmental regulation or ruling. 
 General Information 
 Your right to receive an LTI grant or any payment with respect thereto
will not be transferrable or assignable by you, other than with respect to a transfer upon your death by will or the laws of descent and distribution if you are entitled to payment of a vested portion of your LTI that has not been paid as of the
date of your death. 
 Nothing contained in this Evidence of Grant will confer upon you any right to be employed by or remain employed by the
Company or any of its subsidiaries or affiliates, or limit or affect in any manner the right of the Company and its subsidiaries and affiliates to terminate your employment or modify your compensation. 

This document will in all respects be interpreted, governed by and construed in accordance with the laws of the State of Texas, without regard to its
conflict of laws rules 
 If you have questions concerning this grant, please contact Dan Blizzard at (214) 977-7246. 







 A. H. Belo Corporation 

Incentive Compensation Plan 
 Termination Guidelines for Stock Options and Restricted Stock Units 

Revised 3-1-11 
 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 A. H. Belo Savings Plan as amended from time to time. 
  

							
	 Termination Reason
All Participants (Regardless
of
Retirement1 Eligibility)
	  	 Stock Options
	  	Time-Based
RSU’s	  	Performance-Based
RSUs
				
	 Discharge for Cause2
	  	 All options, unvested and
 vested, are forfeited
 immediately
	  	Unvested RSUs are
 forfeited
immediately
	  	Unvested RSUs are
 forfeited
immediately

				
	 Death or Long-Term Disability3
	  	 Unvested options fully vest
 and remain exercisable for
 original term of option
	  	Unvested RSUs fully
 vest

and are paid as soon
 as practicable
	  	RSUs still subject to

performance goals (within one-
 year of grant) are forfeited
 immediately. RSUs earned

after the one-year

performance period become
 fully vested and are paid as
 soon as practicable

				
	 Termination Reason
Participants Who Are
Not
 Retirement1 Eligible
	  	 Stock Options
	  	Time-Based
RSU’s	  	Performance-Based
RSUs
				
	 Voluntary Resignation
	  	 All options, unvested and
 vested, are forfeited
 immediately
	  	Unvested RSUs are
 forfeited
immediately
	  	Unvested RSUs are
 forfeited
immediately

				
	 Discharge Without Cause2

(Named Executive Officers

and Publishers)
	  	Unvested options are forfeited immediately. Vested options remain exercisable for the shorter of one year from date of termination or the original term of
option	  	Unvested RSUs are
 forfeited
immediately
	  	Unvested RSUs are
 forfeited
immediately

				
	 Discharge Without Cause2

(Participants with 10 or

more years of service)
	  	Unvested options are forfeited immediately. Vested options remain exercisable for the shorter of one year from date of termination or the original term of
option	  	Unvested RSUs are
 forfeited
immediately
	  	Unvested RSUs are
 forfeited
immediately

				
	 Discharge Without Cause2

(Participants with more

than 5 but less than 10

years of service)
	  	Unvested options are forfeited immediately. Vested options remain exercisable for the shorter of six months from date of termination or the original term of
option	  	Unvested RSUs are
 forfeited
immediately
	  	Unvested RSUs are
 forfeited
immediately


 — Continued — 







 A. H. Belo Corporation 

Incentive Compensation Plan 
 Termination Guidelines for Stock Options and Restricted Stock Units 

Revised 3-1-11 
 — Continued — 
  

							
	 Termination Reason
Participants Who Are
Not
Retirement1 Eligible
	 	 Stock Options
	 	 Time-Based
RSU’s
	 	 Performance-Based
RSUs

				
	 Discharge Without Cause2
(Participants with 5 or fewer years of service)
	 	Unvested options are forfeited immediately. Vested options remain exercisable for the shorter of three months from date of termination or the original term of
option	 	Unvested RSUs are
forfeited immediately	 	Unvested RSUs are
forfeited immediately
				
	 Termination Reason
Retirement1 Eligible Participants
(Age 55+ and 3-Years Service)
	 	 Stock Options
	 	 Time-Based
RSU’s
	 	 Performance-Based
RSUs

				
	Voluntary Resignation	 	Unvested options vest immediately and remain exercisable for original term of option	 	Unvested RSUs fully vest and are paid as soon as practicable	 	RSUs still subject to performance goals (within one-year of grant) are forfeited immediately. RSUs earned after the one-year performance period become fully vested
and are paid as soon as practicable
				
	Discharge Without Cause2	 	Unvested options vest immediately and remain exercisable for original term of option	 	Unvested RSUs fully vest and are paid as soon as practicable	 	 RSUs still subject to performance goals (within one-year of grant) are forfeited immediately. RSUs
earned
 after the one-year performance period become fully vested and are paid as soon as practicable


 Notwithstanding these termination guidelines, if you are an officer of A. H. Belo or one of its operating companies, your
payment will be deferred for 6 months after termination of employment if necessary to comply with Section 409A of the Internal Revenue Code. 
 In the event of a Change in Control as defined in the Plan, all options and RSUs will vest immediately. 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. 
 If you have any questions regarding these termination guidelines,
please contact Dan Blizzard at (214) 977-7246. 
  

	1 	 Retirement means
that you have incurred a separation from service within the meaning of Section 409A of the Internal Revenue Code, other than due to death, long-term disability or discharge for cause, after attaining age 55 and completing three years of service
as determined under the A. H. Belo Savings Plan 



	2 	 Cause is determined by the Compensation Committee 



	3 	 Long-Term
Disability means disability within the meaning of Section 409A of the Internal Revenue Code