exv10w2w2wc






EXHIBIT 10.2(2)(C)




2008 A. H. BELO INCENTIVE COMPENSATION PLAN

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). 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. Stock Options




	 	 	 

	Number of shares:

	 	##,### shares of A. H. Belo Corporation Series B Common Stock
	 
	 	 
	Option exercise price:

	 	$X.XX per share
	 
	 	 
	Vesting and exercise date:

	 	##,### shares on and after Month/Day/Year (one year from
grant date)
	 

	 	##,### shares on and after Month/Day/Year (2 years from
grant date)
	 

	 	##,### shares on and after Month/Day/Year (3 years from
grant date)
	 
	 	 
	Expiration date:

	 	The options will expire on, and may not be exercised after,
Month/Day/Year (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 Evidence of
Grant.



2. Time-Based Restricted Stock Units (RSUs)




	 	 	 

	Number of RSUs:

	 	##,###
	 
	 	 
	Vesting:

	 	##,### shares (40% of total grant) on Month/Day/Year (one
year from grant date)
	 
	 	 
	 

	 	##,### shares (30% of total grant) on Month/Day/Year (2
years from grant date)
	 
	 	 
	 

	 	##,### shares (30% of total grant) on Month/Day/Year (3
years from grant date)






 









 






	 	 	 

	Payment date:

	 	40% within 10 business days following the vesting date
for year                     . (one year from grant date)
	 
	 	 
	 

	 	30% within 10 business days following the vesting date
for year                     . (2 years from grant date)
	 
	 	 
	 

	 	30% within 10 business days following the vesting date
for year                     . (3 years from grant date)
	 
	 	 
	Form of payment:

	 	60% in shares of A. H. Belo Corporation 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 Evidence of
Grant. Notwithstanding Appendix A, if you are an officer or key employee of A. H. 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.




3. Performance-Related RSUs




	 	 	 

	Number of RSUs to

	 	Target level of performance:
	be 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 A. H. 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 A. H. Belo Corporation Series A
Common Stock; 40% 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 Evidence of
Grant. Notwithstanding Appendix A, if you are an officer or key employee of A. H. 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.




4. 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 provision of Section 409A of the Internal Revenue Code.



If you have questions concerning this grant, please contact Dan Blizzard at (214) 977-7246.







 









 








2008 A. H. Belo Incentive Compensation Plan Evidence of Grant 

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 A. H. 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.




 









 










A. H. Belo 2008 Incentive Compensation Plan Evidence of Award 

Appendix A 

Termination Guidelines for Stock Options and Restricted Stock Units




	 	 	 	 	 	 	 
	Termination Reason:	 	 	 	 	 	 
	Discharge without	 	 	 	 	 	Performance-Related
	cause	 	Stock Options	 	Time-Based RSUs	 	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