DallasNews Corp - FORM 8-K - EX-10.1 - March 11, 2011

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Exhibit 10.1
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 with the Company or its subsidiaries 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:   ##,### RSUs (40% of total grant) on the third trading day following the annual earnings release for the year ending ##,##,####
 
        
 
      ##,### RSUs (30% of total grant) on the third trading day following the annual earnings release for the year ending ##,##,####
 
        
 
      ##,### RSUs (30% of total grant) on the third trading day following the annual earnings release for the year ending ##,##,####

 

 

         
 
  Payment date:   40% within 10 business days following the vesting date
for the year ending ##,##,####
 
        
 
      30% within 10 business days following the vesting date
for the year ending ##,##,####
 
        
 
      30% within 10 business days following the vesting date
for the year ending ##,##,####
 
        
 
  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 termination of employment with the Company or its subsidiaries is set forth in the termination guidelines attached as Appendix A to this Evidence of Grant.
 
        
3.   Performance-Related Restricted Stock Units (RSUs)
 
        
 
  Number 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, [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 earning release date for the year ending December 31, [one year following grant date]
 
        
 
      33.3% on the annual earning release date for the year ending December 31, [two years following grant date]
 
        
 
      33.3% on the annual earning 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% in cash
 
        
    Your right, if any, to payment with respect to your performance-related RSUs upon your termination of employment with the Company or its subsidiaries is set forth in the termination guidelines attached as Appendix A to this Evidence of Grant.

 

 

         
4.   Section 409A Payment Rules
 
        
    Notwithstanding the general payment rules described in this Evidence of Grant, including Appendix A, 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.
 
        
5.   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 grant, please contact Dan Blizzard at (214) 977-7246.

 

 

Appendix A
Page 1 of 2
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       Time-Based   Performance-Based
Retirement1 Eligibility)   Stock Options   RSU’s   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       Time-Based   Performance-Based
Retirement1 Eligible   Stock Options   RSU’s   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 - - -

 

 

Appendix A
Page 2 of 2
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       Time-Based   Performance-Based
Retirement1 Eligible   Stock Options   RSU’s   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       Time-Based   Performance-Based
Service)   Stock Options   RSU’s   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

 

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