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. Stock Options




	 	 	 
	No. of shares:

	 	___shares of Belo Series B Common Stock
	 
	 	 
	Option exercise

price:

	 	$___ per share
	 
	 	 
	Vesting and

	 	___shares on and after [40% one year from grant date]
	exercise dates:

	 	___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.



2. Employment-Related Restricted Stock Units (RSUs)*




	 	 	 
	No. of RSUs:

	 	______
	 
	 	 
	Vesting:

	 	100% on the date of the annual earnings release for the
year ending December 31, [three years following grant
date]
	 
	 	 
	Payment date:

	 	Within 10 business days following the date of the annual
earnings release for the year ending December 31, [three
years following grant date]
	 
	 	 
	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 employment-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.



* RSUs are referred to in the Plan as “Deferred Shares.”



 









 








3. Performance-Related Restricted Stock Units (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:
	 	
	 
	 	 	 	 
	 	 	33-1/3% on the annual earnings release date for the
year ending December 31, [one year following grant
date]
	 
	 	 	 	 
	 	 	33-1/3% on the annual earnings release date for the
year ending December 31, [two years following grant
date]
	 
	 	 	 	 
	 	 	33-1/3% on the annual earnings release date for the
year ending December 31, [three years following
grant date]
	 
	 	 	 	 
	Payment dates:	 	Within 10 business days after 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 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.



* RSUs are referred to in the Plan as “Deferred Shares.”




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.



 









 





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.



	 	 	 	 	 	 	 
	 	 	 	 	Employment-Related	 	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:	 	 	 	Employment-Related	 	Performance-Related
	Discharge without cause	 	Stock Options	 	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