exv10w1






Exhibit 10.1




BELO 2004 EXECUTIVE COMPENSATION PLAN

[FORM OF] 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. Performance-Related RSUs*



	 	 	 	 	 

	 

	 	No. of RSUs to be earned:
	 	Target level of performance:
	 

	 	 	 	Minimum level of performance:
	 

	 	 	 	Below minimum level of performance: None 

Maximum level of performance:
	 
	 	 	 	 
	 

	 	Performance period:
	 	January 1, [grant date year] through 

December 31, [grant date year]
	 
	 	 	 	 
	 

	 	Performance measures:
	 	Belo Corp. Consolidated Earnings Before
Interest, Taxes, 
Depreciation, Amortization and other income/expense
for the year ending 
December 31, [grant date
year]
	 
	 	 	 	 
	 

	 	Vesting:
	 	Earned RSUs vest as follows:


	 

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



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


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

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



 









 





     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, [grant date year plus two]
	 
	 	 	 	 
	 

	 	Payment date:
	 	Within 10 business days following the date of the annual
earnings release for the year ending December 31, [grant
date year plus two]
	 
	 	 	 	 
	 

	 	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. Stock Options



	 	 	 	 	 

	 

	 	No. of shares:
	 	___ shares of Belo Series B Common Stock
	 
	 	 	 	 
	 

	 	Option exercise
price:
	 	$___ per share
	 
	 	 	 	 
	 

	 	Vesting and
exercise dates:
	 	___ shares on and after [40% one year from grant date]

___ 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.



     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.



If you have any questions concerning this award, please contact Elaine Parham at (214) 977-6644.




 









 








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
	 
	 	 	 	 	 	 
	Retirement 2, Death 

or Long-Term Disability

	 	Vesting is
accelerated 
and
options remain 

exercisable for

original term of
the
 option.
	 	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.








 




			
	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	 	 	 	 	 	Performance-
	cause	 	Stock Options	 	Time-Based RSUs	 	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