exv10w2w2wb






EXHIBIT 10.2(2)(b)




2008 A. H. BELO INCENTIVE COMPENSATION PLAN

NON-EMPLOYEE DIRECTOR EVIDENCE OF GRANT




Director: Name



Date of Grant: Date Of Grant


Under the terms of the A. H. Belo Incentive Compensation Plan (the “Plan”), you have been awarded
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 (closing market price on grant date)
	 
	 	 
	Vesting and
exercise date:

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

	 	The option 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 service is set forth in the termination guidelines attached as Appendix A to this
Evidence of Grant.




	 	2.	 	Restricted Stock Units.





	 	 	 

	Number of RSUs:

	 	##,###
	 
	 	 
	Vesting:

	 	100% on the date of the Annual Meeting of
Shareholders in Month/Year (one year from grant
date)
	 
	 	 
	Payment date:

	 	Within 10 business days following the date of the
Annual Meeting of Shareholders in 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 Restricted Stock Units upon your
termination of service is set forth in the termination guidelines attached as Appendix A to
this Evidence of Grant.




3. 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. 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 award, please contact Dan Blizzard at (214)977-7246.






 









 








Appendix A




Termination Guidelines for Stock Options and Restricted Stock Units



Granted to Non-Employee Directors



	 	 	 	 	 
	Termination Reason	 	Stock Options	 	Restricted Stock Units
	Voluntary resignation

	 	Unvested options are
forfeited
immediately. Vested
options remain
exercisable for
original term of the
option.
	 	Vesting will be
pro-rated based on
actual service
rendered. Payment is
made on the normal
payment date (date of
Annual Meeting 3 years
from Grant Date).
	 
	 	 	 	 
	Retirement

	 	Vesting is
accelerated and
options remain
exercisable for
original term of the
option.
	 	Vesting will be
pro-rated based on
actual service
rendered. Payment is
made on the normal
payment date (date of
Annual Meeting 3 years
from Grant Date).
	 
	 	 	 	 
	Death or Disability

	 	Vesting is
accelerated and
options remain
exercisable for
original term of the
option.
	 	Vesting is accelerated
and RSUs are paid as
soon as practicable.