Attached files
file | filename |
---|---|
EX-23 - EX-23 - BELO CORP | d71254exv23.htm |
EX-21 - EX-21 - BELO CORP | d71254exv21.htm |
EX-12 - EX-12 - BELO CORP | d71254exv12.htm |
EX-32 - EX-32 - BELO CORP | d71254exv32.htm |
EX-31.1 - EX-31.1 - BELO CORP | d71254exv31w1.htm |
EX-10.2.9 - EX-10.2.9 - BELO CORP | d71254exv10w2w9.htm |
10-K - FORM 10-K - BELO CORP | d71254e10vk.htm |
EX-31.2 - EX-31.2 - BELO CORP | d71254exv31w2.htm |
Exhibit 10.2(8)
BELO
AMENDED AND RESTATED
AMENDED AND RESTATED
2004 EXECUTIVE COMPENSATION PLAN
BELO
AMENDED AND RESTATED
AMENDED AND RESTATED
2004 EXECUTIVE COMPENSATION PLAN
SECTION | Page | |||
1. Purpose |
1 | |||
2. Term |
1 | |||
3. Definitions |
1 | |||
4. Shares Available Under Plan |
4 | |||
5. Limitations on Awards |
5 | |||
6. Stock Options |
5 | |||
7. Appreciation Rights |
6 | |||
8. Restricted Shares |
7 | |||
9. Deferred Shares |
8 | |||
10. Performance Shares and Performance Units |
8 | |||
11. Executive Compensation Plan Bonuses |
9 | |||
12. Awards for Directors |
9 | |||
13. Transferability |
10 | |||
14. Adjustments |
10 | |||
15. Fractional Shares |
11 | |||
16. Withholding Taxes |
11 | |||
17. Administration of the Plan |
11 | |||
18. Amendments and Other Matters |
11 | |||
19. Governing Law |
12 |
2
BELO
AMENDED AND RESTATED
AMENDED AND RESTATED
2004 EXECUTIVE COMPENSATION PLAN
Belo Corp., a Delaware corporation (Belo), established the Belo 2004 Executive
Compensation Plan (the Plan), effective as of January 1, 2004, and the Plan was approved
by shareholders of Belo on May 11, 2004. Belo hereby amends and restates the Plan effective
as of May 10, 2009, subject to shareholder approval.
1. Purpose.
The purpose of the Plan is to attract and retain the best available talent and
encourage the highest level of performance by directors, executive officers and selected
employees, and to provide them incentives to put forth maximum efforts for the success of
Belos business, in order to serve the best interests of Belo and its shareholders.
2. Term. The Plan will expire on May 11, 2014, which is the tenth anniversary of the date
on which the Plan was first approved by the shareholders of Belo. No further Awards will be
made under the Plan on or after such tenth anniversary.
3. Definitions.
The following terms, when used in the Plan with initial capital letters,
will have the following meanings:
(a) Appreciation Right means a right granted pursuant to Section 7.
(b) Award means the award of an Executive Compensation Plan Bonus; the grant of
Appreciation Rights, Stock Options, Performance Shares or Performance Units; or the
grant or sale of Deferred Shares or Restricted Shares.
(c) Board means the Board of Directors of Belo.
(d) Change in Control means the occurrence of any of the following:
(i) individuals who, as of July 24, 2008, were members of the Board (the
Incumbent Directors) cease for any reason to constitute at least a majority
of the Board; provided, however, that any individual becoming a director after
July 24, 2008, whose election, or nomination for election, by Belos
shareholders was approved by a vote of at least a majority of the Incumbent
Directors will be considered as though such individual were an Incumbent
Director, other than any such individual whose assumption of office after July
24, 2008, occurs as a result of an actual or threatened proxy contest with
respect to election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a person (as such term
is used in Section 13(d) of the Securities Exchange Act of 1934, as amended)
(each, a Person), other than the Board;
(ii) the consummation of (A) a merger, consolidation or similar form of corporate
transaction involving Belo (each of the events referred to in this clause (A)
being hereinafter referred to as a Reorganization) or (B) a sale or other
disposition of all or substantially all the assets of Belo (a Sale), unless,
immediately following such Reorganization or Sale, (1) all or substantially all
the individuals and entities who were the beneficial owners (as such term is
defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (or a
successor rule thereto)) of shares of Belos common stock or other securities
eligible to vote for the election of the Board outstanding immediately prior to
the consummation of such Reorganization or Sale (such securities, the Company
Voting Securities) beneficially own, directly or indirectly, more than 60% of
the combined voting power of the then outstanding voting securities of the
corporation or other entity resulting from such Reorganization or Sale (including
a corporation or other entity that, as a result of such transaction, owns Belo or
all or substantially all of Belos assets either directly or through one or more
subsidiaries) (the Continuing Entity) in substantially the same proportions as
their ownership, immediately prior to the consummation of such Reorganization or
Sale, of the outstanding Company Voting Securities (excluding any outstanding
voting securities of the Continuing Entity that such beneficial owners hold
immediately following the consummation of the Reorganization or Sale as a result
of their ownership prior to such consummation of voting securities of any
corporation or other entity involved in or forming part of such Reorganization or
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Sale other than Belo or a Subsidiary), (2) no Person (excluding any employee
benefit plan (or related trust) sponsored or maintained by the Continuing Entity
or any corporation or other entity controlled by the Continuing Entity)
beneficially owns, directly or indirectly, 30% or more of the combined voting
power of the then outstanding voting securities of the Continuing Entity and (3)
at least a majority of the members of the board of directors or other governing
body of the Continuing Entity were Incumbent Directors at the time of the
execution of the definitive agreement providing for such Reorganization or Sale
or, in the absence of such an agreement, at the time at which approval of the
Board was obtained for such Reorganization or Sale;
(iii) the shareholders of Belo approve a plan of complete liquidation or
dissolution of Belo; or
(iv) any Person, corporation or other entity or group (within the meaning
of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as
amended) becomes the beneficial owner, directly or indirectly, of securities of
Belo representing 30% or more of the combined voting power of the Company
Voting Securities; provided, however, that for purposes of this subparagraph
(iv), the following acquisitions will not constitute a Change in Control: (A)
any acquisition directly from Belo, (B) any acquisition by Belo or any
Subsidiary, (C) any acquisition by any employee benefit plan (or related trust)
sponsored or maintained by Belo or any Subsidiary, (D) any acquisition by an
underwriter temporarily holding such Company Voting Securities pursuant to an
offering of such securities or (E) any acquisition pursuant to a Reorganization
or Sale that does not constitute a Change in Control for purposes of Section
3(d)(ii).
For purposes of applying the provisions of Section 3(d)(ii)(B)(2) and Section 3(d)(iv)
at any time on or after July 24, 2008, neither Robert W. Decherd nor any Person holding
voting securities of the Continuing Entity or Company Voting Securities, as applicable,
over which Robert W. Decherd has sole or shared voting power will be considered to be
the beneficial owner of 30% or more of such voting securities or Company Voting
Securities.
(e) Code means the Internal Revenue Code of 1986, as in effect from time to
time.
(f) Committee means the Compensation Committee of the Board and, to the extent
the administration of the Plan has been assumed by the Board pursuant to Section
17, the Board.
(g) Common Stock means the Series A Common Stock, par value $1.67 per share, and
the Series B Common Stock, par value $1.67 per share, of Belo or any security into
which such Common Stock may be changed by reason of any transaction or event of the
type described in Section 14. Shares of Common Stock issued or transferred pursuant
to the Plan will be shares of Series A Common Stock or Series B Common Stock, as
determined by the Committee in its discretion. Notwithstanding the foregoing, the
Committee will not authorize the issuance or transfer of Series B Common Stock if
the Committee determines that such issuance or transfer would cause the Series A
Common Stock to be excluded from trading in the principal market in which the
Common Stock is then traded.
(h) Date of Grant means (i) with respect to Participants, the date specified by
the Committee on which an Award will become effective and (ii) with respect to
Directors, the date specified in Section 12.
(i) Deferral Period means the period of time during which Deferred Shares are
subject to deferral limitations under Section 9.
(j) Deferred Shares means an award pursuant to Section 9 of the right to receive
shares of Common Stock at the end of a specified Deferral Period.
(k) Director means a member of the Board who is not a regular full-time employee
of Belo or any Subsidiary.
(l) Evidence of Award means an agreement, certificate, resolution or other type
or form of writing or other evidence approved by the Committee which sets forth the
terms and conditions of an Award. An Evidence of Award may be in any electronic
medium, may be limited to a notation on the books and records of Belo and need not
be signed by a representative of Belo or a Participant or a Director.
2
(m) Executive Compensation Plan Bonus means an award of annual incentive
compensation made pursuant to and subject to the conditions set forth in Section
11.
(n) Grant Price means the price per share of Common Stock at which an
Appreciation Right not granted in tandem with a Stock Option is granted.
(o) Management Objectives means the measurable performance objectives, if any,
established by the Committee for a Performance Period that are to be achieved with
respect to an Award. Management Objectives may be described in terms of
company-wide objectives (i.e., the performance of Belo and all of its Subsidiaries)
or in terms of objectives that are related to the performance of the individual
Participant or of the division, Subsidiary, department, region or function within
Belo or a Subsidiary in which the Participant receiving the Award is employed or on
which the Participants efforts have the most influence. The achievement of the
Management Objectives established by the Committee for any Performance Period will
be determined without regard to the effect on such Management Objectives of any
acquisition or disposition by Belo of a trade or business, or of substantially all
of the assets of a trade or business, during the Performance Period and without
regard to any change in accounting standards by the Financial Accounting Standards
Board or any successor entity and without regard to changes in applicable tax laws.
The Management Objectives applicable to any Award to a Participant who is, or is
determined by the Committee to be likely to become, a covered employee within the
meaning of Section 162(m) of the Code (or any successor provision) will be limited to
specified levels of, growth in, or performance relative to performance standards set by
the Compensation Committee relating to or peer company performance in, one or more of
the following performance measures (excluding the effect of extraordinary or
nonrecurring items):
(i) earnings per share;
(ii) earnings before interest, taxes, depreciation and amortization (EBITDA);
(iii) net income;
(iv) net operating profit;
(v) revenue;
(vi) operating margins;
(vii) share price;
(viii) total shareholder return (measured as the total of the appreciation of and
dividends declared on the Common Stock);
(ix) return on invested capital;
(x) return on shareholder equity;
(xi) return on assets;
(xii) working capital targets;
(xiii) reduction in fixed costs;
(xiv) debt reduction; and
(xv) industry specific measures of audience or revenue share.
If the Committee determines that, as a result of a change in the business, operations,
corporate structure or capital structure of Belo (other than an acquisition or
disposition described in the first paragraph of this Section 3(o)), or the manner in
which Belo conducts its business, or any other events or circumstances, the Management
Objectives are no longer suitable, the Committee may in its discretion modify such
Management Objectives or the related minimum acceptable level of achievement, in whole
or in part, with respect to a Performance Period as the Committee deems appropriate and
equitable, except where such action would result
3
in the loss of the otherwise available exemption of the Award under Section 162(m) of
the Code. In such case, the Committee will not make any modification of the Management
Objectives or minimum acceptable level of achievement.
(p) Market Value per Share means, at any date, the closing sale price of the
Common Stock on that date (or, if there are no sales on that date, the last
preceding date on which there was a sale) in the principal market in which the
Common Stock is traded.
(q) Option Price means the purchase price per share payable on exercise of a
Stock Option.
(r) Participant means a person who is selected by the Committee to receive
benefits under the Plan and who is at that time an executive officer or other key
employee of Belo or any Subsidiary.
(s) Performance Share means a bookkeeping entry that records the equivalent of
one share of Common Stock awarded pursuant to Section 10.
(t) Performance Period means, with respect to an Award, a period of time within
which the Management Objectives relating to such Award are to be measured. The
Performance Period for an Executive Compensation Plan Bonus will be a period of 12
months, and, unless otherwise expressly provided in the Plan, the Performance
Period for all other Awards will be established by the Committee at the time of the
Award.
(u) Performance Unit means a unit equivalent to $100 (or such other value as the
Committee determines) granted pursuant to Section 10.
(v) Restricted Shares means shares of Common Stock granted or sold pursuant to
Section 8 as to which neither the ownership restrictions nor the restrictions on
transfer have expired.
(w) Rule 16b-3 means Rule 16b-3 under Section 16 of the Securities Exchange Act
of 1934, as amended (or any successor rule to the same effect), as in effect from
time to time.
(x) Spread means the excess of the Market Value per Share on the date an
Appreciation Right is exercised over (i) the Option Price provided for in the Stock
Option granted in tandem with the Appreciation Right or (ii) if there is no tandem
Stock Option, the Grant Price provided for in the Appreciation Right, in either
case multiplied by the number of shares of Common Stock in respect of which the
Appreciation Right is exercised.
(y) Stock Option means the right to purchase shares of Common Stock upon
exercise of an option granted pursuant to Section 6.
(z) Subsidiary means (i) any corporation of which at least 50% of the total
combined voting power of all outstanding shares of stock is owned directly or
indirectly by Belo, (ii) any partnership of which at least 50% of the profits
interest or capital interest is owned directly or indirectly by Belo and (iii) any
other entity of which at least 50% of the total equity interest is owned directly
or indirectly by Belo.
4. Shares
Available Under Plan. The number of shares of Common Stock that may be
issued or transferred (i) upon the exercise of Appreciation Rights or Stock Options,
(ii) as Restricted Shares and released from all restrictions, (iii) as Deferred
Shares, (iv) in payment of Performance Shares, Performance Units or Executive
Compensation Plan Bonuses will not exceed in the aggregate 10 million shares. Such
shares may be shares of original issuance or treasury shares or a combination of the
foregoing. The number of shares of Common Stock available under this Section 4 will be
subject to adjustment as provided in Section 14 and will be further adjusted to
include shares that (i) relate to Awards that expire or are forfeited or (ii) are
transferred, surrendered or relinquished to or withheld by Belo in satisfaction of any
Option Price or in satisfaction of any tax withholding amount. Upon payment in cash of
the benefit provided by any Award, any shares that were covered by that Award will
again be available for issue or transfer under the Plan.
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5. Limitations
on Awards. Awards under the Plan will be subject to the following
limitations:
(a) No more than an aggregate of 5 million shares of Common Stock, subject to
adjustment as provided in Section 4, will be issued or transferred as Deferred
Shares and Restricted Shares (excluding the award of any Deferred Shares or
Restricted Shares to Directors pursuant to Section 12).
(b) No more than 10 million shares of Common Stock, subject to adjustment only
as provided in Section 14, will be issued pursuant to Stock Options that are
intended to qualify as incentive stock options under Section 422 of the Code.
(c) The maximum aggregate number of shares of Common Stock that may be subject
to Stock Options, Appreciation Rights, Deferred Shares, Performance Shares or
Restricted Shares granted or sold to a Participant during any calendar year will
not exceed 1 million shares, subject to adjustment only as provided in Section 14.
The foregoing limitation will apply without regard to whether the applicable Award
is settled in cash or in shares of Common Stock.
(d) The maximum aggregate cash value of payments to any Participant for any
Performance Period pursuant to an award of Performance Units will not exceed $3
million.
(e) The payment of an Executive Compensation Plan Bonus to any Participant will
not exceed $5 million.
6. Stock
Options. The Committee may from time to time authorize grants to any
Participant and, subject to Section 12, to any Director of options to purchase shares
of Common Stock upon such terms and conditions as it may determine in accordance with
this Section 6. Each grant of Stock Options may utilize any or all of the
authorizations, and will be subject to all of the requirements, contained in the
following provisions:
(a) Each grant will specify the number of shares of Common Stock to which it
relates.
(b) Each grant will specify the Option Price, which will not be less than 100%
of the Market Value per Share on the Date of Grant.
(c) Each grant will specify whether the Option Price will be payable (i) in cash
or by check acceptable to Belo, (ii) by the actual or constructive transfer to Belo
of shares of Common Stock owned by the Participant or Director for at least six
months (or, with the consent of the Committee, for less than six months) having an
aggregate Market Value per Share at the date of exercise equal to the aggregate
Option Price, (iii) with the consent of the Committee, by authorizing Belo to
withhold a number of shares of Common Stock otherwise issuable to the Participant
or Director having an aggregate Market Value per Share on the date of exercise
equal to the aggregate Option Price or (iv) by a combination of such methods of
payment; provided, however, that the payment methods described in clauses (ii) and
(iii) will not be available at any time that Belo is prohibited from purchasing or
acquiring such shares of Common Stock.
(d) To the extent permitted by law, any grant may provide for deferred payment
of the Option Price from the proceeds of sale through a bank or broker of some or
all of the shares to which such exercise relates.
(e) Successive grants may be made to the same Participant or Director whether or
not any Stock Options or other Awards previously granted to such Participant or
Director remain unexercised or outstanding.
(f) Each grant will specify the required period or periods of continuous service
by the Participant or Director with Belo or any Subsidiary that are necessary
before the Stock Options or installments thereof will become exercisable.
(g) Any grant may specify the Management Objectives that must be achieved as a
condition to the exercise of the Stock Options.
(h) Any grant may provide for the earlier exercise of the Stock Options in the
event of a Change in Control or other similar transaction or event.
(i) Stock Options may be (i) options which are intended to qualify under
particular provisions of the Code, (ii) options which are not intended to so
qualify or (iii) combinations of the foregoing.
5
(j) On or after the Date of Grant, the Committee may provide for the payment to
the Participant or Director of dividend equivalents thereon in cash or Common Stock
on a current, deferred or contingent basis.
(k) No Stock Option will be exercisable more than ten years from the Date of
Grant.
(l) The Committee will have the right to substitute Appreciation Rights for
outstanding Options granted to one or more Participants or Directors, provided the
terms and the economic benefit of the substituted Appreciation Rights are at least
equivalent to the terms and economic benefit of such Options, as determined by the
Committee in its discretion.
(m) Any grant may provide for the effect on the Stock Options or any shares of
Common Stock issued, or other payment made, with respect to the Stock Options of
any conduct of the Participant determined by the Committee to be injurious,
detrimental or prejudicial to any significant interest of Belo or any Subsidiary.
(n) Each grant will be evidenced by an Evidence of Award, which may contain such
terms and provisions, consistent with the Plan, as the Committee may approve,
including without limitation provisions relating to the Participants termination
of employment or Directors termination of service by reason of retirement, death,
disability or otherwise.
7. Appreciation
Rights. The Committee may also from time to time authorize grants to
any Participant and, subject to Section 12, to any Director of Appreciation Rights
upon such terms and conditions as it may determine in accordance with this Section 7.
Appreciation Rights may be granted in tandem with Stock Options or separate and apart
from a grant of Stock Options. An Appreciation Right will be a right of the
Participant or Director to receive from Belo upon exercise an amount which will be
determined by the Committee at the Date of Grant and will be expressed as a percentage
of the Spread (not exceeding 100%) at the time of exercise. An Appreciation Right
granted in tandem with a Stock Option may be exercised only by surrender of the
related Stock Option. Each grant of an Appreciation Right may utilize any or all of
the authorizations, and will be subject to all of the requirements, contained in the
following provisions:
(a) Each grant will state whether it is made in tandem with Stock Options and,
if not made in tandem with any Stock Options, will specify the number of shares of
Common Stock in respect of which it is made.
(b) Each grant made in tandem with Stock Options will specify the Option Price
and each grant not made in tandem with Stock Options will specify the Grant Price,
which in either case will not be less than 100% of the Market Value per Share on
the Date of Grant.
(c) Any grant may provide that the amount payable on exercise of an Appreciation
Right may be paid (i) in cash, (ii) in shares of Common Stock having an aggregate
Market Value per Share equal to the Spread or (iii) in a combination thereof, as
determined by the Committee in its discretion.
(d) Any grant may specify that the amount payable to the Participant or Director
on exercise of an Appreciation Right may not exceed a maximum amount specified by
the Committee at the Date of Grant (valuing shares of Common Stock for this purpose
at their Market Value per Share at the date of exercise).
(e) Successive grants may be made to the same Participant or Director whether or
not any Appreciation Rights or other Awards previously granted to such Participant
or Director remain unexercised or outstanding.
(f) Each grant will specify the required period or periods of continuous service
by the Participant or Director with Belo or any Subsidiary that are necessary
before the Appreciation Rights or installments thereof will become exercisable, and
will provide that no Appreciation Rights may be exercised except at a time when the
Spread is positive and, with respect to any grant made in tandem with Stock
Options, when the related Stock Options are also exercisable.
(g) Any grant may specify the Management Objectives that must be achieved as a
condition to the exercise of the Appreciation Rights.
6
(h) Any grant may provide for the earlier exercise of the Appreciation Rights in
the event of a Change in Control or other similar transaction or event.
(i) On or after the Date of Grant, the Committee may provide for the payment to
the Participant or Director of dividend equivalents thereon in cash or Common Stock
on a current, deferred or contingent basis.
(j) No Appreciation Right will be exercisable more than ten years from the Date
of Grant.
(k) Any grant may provide for the effect on the Appreciation Rights or any
shares of Common Stock issued, or other payment made, with respect to the
Appreciation Rights of any conduct of the Participant determined by the Committee
to be injurious, detrimental or prejudicial to any significant interest of Belo or
any Subsidiary.
(l) Each grant will be evidenced by an Evidence of Award, which may contain such
terms and provisions, consistent with the Plan, as the Committee may approve,
including without limitation provisions relating to the Participants termination
of employment or Directors termination of service by reason of retirement, death,
disability or otherwise.
8. Restricted
Shares. The Committee may also from time to time authorize grants or
sales to any Participant and, subject to Section 12, to any Director of Restricted
Shares upon such terms and conditions as it may determine in accordance with this
Section 8. Each grant or sale will constitute an immediate transfer of the ownership
of shares of Common Stock to the Participant or Director in consideration of the
performance of services, entitling such Participant or Director to voting and other
ownership rights, but subject to the restrictions set forth in this Section 8. Each
such grant or sale may utilize any or all of the authorizations, and will be subject
to all of the requirements, contained in the following provisions:
(a) Each grant or sale may be made without additional consideration or in
consideration of a payment by the Participant or Director that is less than the
Market Value per Share at the Date of Grant, except as may otherwise be required by
the Delaware General Corporation Law.
(b) Each grant or sale may limit the Participants or Directors dividend rights
during the period in which the shares of Restricted Shares are subject to any such
restrictions.
(c) Each grant or sale will provide that the Restricted Shares will be subject,
for a period to be determined by the Committee at the Date of Grant, to one or more
restrictions, including without limitation a restriction that constitutes a
substantial risk of forfeiture within the meaning of Section 83 of the Code and
the regulations of the Internal Revenue Service under such section.
(d) Any grant or sale may specify the Management Objectives that, if achieved,
will result in the termination or early termination of the restrictions applicable
to the shares.
(e) Any grant or sale may provide for the early termination of any such
restrictions in the event of a Change in Control or other similar transaction or
event.
(f) Each grant or sale will provide that during the period for which such
restriction or restrictions are to continue, the transferability of the Restricted
Shares will be prohibited or restricted in a manner and to the extent prescribed by
the Committee at the Date of Grant (which restrictions may include without
limitation rights of repurchase or first refusal in favor of Belo or provisions
subjecting the Restricted Shares to continuing restrictions in the hands of any
transferee).
(g) Any grant or sale may provide for the effect on the Restricted Shares or any
shares of Common Stock issued free of restrictions, or other payment made, with
respect to the Restricted Shares of any conduct of the Participant determined by
the Committee to be injurious, detrimental or prejudicial to any significant
interest of Belo or any Subsidiary.
(h) Each grant or sale will be evidenced by an Evidence of Award, which may
contain such terms and provisions, consistent with the Plan, as the Committee may
approve, including without limitation provisions relating to the Participants
termination of employment or Directors termination of service by reason of
retirement, death, disability or otherwise.
7
9. Deferred
Shares. The Committee may also from time to time authorize grants or
sales to any Participant and, subject to Section 12, to any Director of Deferred
Shares upon such terms and conditions as it may determine in accordance with this
Section 9. Each grant or sale will constitute the agreement by Belo to issue or
transfer shares of Common Stock to the Participant or Director in the future in
consideration of the performance of services, subject to the fulfillment during the
Deferral Period of such conditions as the Committee may specify. Each such grant or
sale may utilize any or all of the authorizations, and will be subject to all of the
requirements, contained in the following provisions:
(a) Each grant or sale may be made without additional consideration from the
Participant or Director or in consideration of a payment by the Participant or
Director that is less than the Market Value per Share on the Date of Grant, except
as may otherwise be required by the Delaware General Corporation Law.
(b) Each grant or sale will provide that the Deferred Shares will be subject to
a Deferral Period, which will be fixed by the Committee on the Date of Grant, and
any grant or sale may provide for the earlier termination of such period in the
event of a Change in Control or other similar transaction or event.
(c) During the Deferral Period, the Participant or Director will not have any
right to transfer any rights under the Deferred Shares, will not have any rights of
ownership in the Deferred Shares and will not have any right to vote the Deferred
Shares, but the Committee may on or after the Date of Grant authorize the payment
of dividend equivalents on such shares in cash or Common Stock on a current,
deferred or contingent basis.
(d) Any grant or sale may provide for the effect on the Deferred Shares or any
shares of Common Stock issued free of restrictions, or other payment made, with
respect to the Deferred Shares of any conduct of the Participant determined by the
Committee to be injurious, detrimental or prejudicial to any significant interest
of Belo or any Subsidiary.
(e) Each grant or sale will be evidenced by an Evidence of Award, which will
contain such terms and provisions as the Committee may determine consistent with
the Plan, including without limitation provisions relating to the Participants
termination of employment or Directors termination of service by reason of
retirement, death, disability or otherwise.
10. Performance
Shares and Performance Units. The Committee may also from time to
time authorize grants to any Participant and, subject to Section 12, to any Director
of Performance Shares and Performance Units, which will become payable upon
achievement of specified Management Objectives, upon such terms and conditions as it
may determine in accordance with this Section 10. Each such grant may utilize any or
all of the authorizations, and will be subject to all of the requirements, contained
in the following provisions:
(a) Each grant will specify the number of Performance Shares or Performance
Units to which it relates.
(b) The Performance Period with respect to each Performance Share and
Performance Unit will be determined by the Committee at the time of grant.
(c) Each grant will specify the Management Objectives that, if achieved, will
result in the payment of the Performance Shares or Performance Units.
(d) Each grant will specify the time and manner of payment of Performance Shares
or Performance Units which have become payable, which payment may be made in (i)
cash, (ii) shares of Common Stock having an aggregate Market Value per Share equal
to the aggregate value of the Performance Shares or Performance Units which have
become payable or (iii) any combination thereof, as determined by the Committee in
its discretion at the time of payment.
(e) Any grant of Performance Shares may specify that the amount payable with
respect thereto may not exceed a maximum specified by the Committee on the Date of
Grant. Any grant of Performance Units may specify that the amount payable, or the
number of shares of Common Stock issued, with respect to the Performance Units may
not exceed maximums specified by the Committee on the Date of Grant.
8
(f) On or after the Date of Grant, the Committee may provide for the payment to
the Participant or Director of dividend equivalents on Performance Shares in cash
or Common Stock on a current, deferred or contingent basis.
(g) Any grant may provide for the effect on the Performance Shares or
Performance Units or any shares of Common Stock issued, or other payment made, with
respect to the Performance Shares or Performance Units of any conduct of the
Participant determined by the Committee to be injurious, detrimental or prejudicial
to any significant interest of Belo or any Subsidiary.
(h) Each grant will be evidenced by an Evidence of Award, which will contain
such terms and provisions as the Committee may determine consistent with the Plan,
including without limitation provisions relating to the payment of the Performance
Shares or Performance Units in the event of a Change in Control or other similar
transaction or event and provisions relating to the Participants termination of
employment or Directors termination of service by reason of retirement, death,
disability or otherwise.
11. Executive
Compensation Plan Bonuses. The Committee may from time to time
authorize payment of annual incentive compensation in the form of an Executive
Compensation Plan Bonus to a Participant, which will become payable upon achievement
of specified Management Objectives. Executive Compensation Plan Bonuses will be
payable upon such terms and conditions as the Committee may determine, subject to the
following provisions:
(a) The Committee will specify the Management Objectives that, if achieved, will
result in the payment of the Executive Compensation Plan Bonus.
(b) The amount of the Executive Compensation Plan Bonus will be determined by
the Committee based on the level of achievement of the specified Management
Objectives. The Executive Compensation Plan Bonus will be paid to the Participant
following the close of the calendar year in which the Performance Period relating
to the Executive Compensation Plan Bonus ends, but not later than the 15th day of
the third month following the end of such calendar year, provided the Participant
continues to be employed by Belo or a Subsidiary on the Executive Compensation Plan
Bonus payment date (unless such employment condition is waived by the Company).
(c) Payment of the Executive Compensation Plan Bonus may be made in (i) cash,
(ii) shares of Common Stock having an aggregate Market Value per Share equal to the
aggregate value of the Executive Compensation Plan Bonus which has become payable
or (iii) any combination thereof, as determined by the Committee in its discretion
at the time of payment.
(d) If a Change in Control occurs during a Performance Period, the Executive
Compensation Plan Bonus payable to each Participant for the Performance Period will
be determined at the target level of achievement of the Management Objectives,
without regard to actual performance, or, if greater, at the actual level of
achievement at the time of the closing of the Change in Control, in both instances
without proration for less than a full Performance Period. The Executive
Compensation Bonus will be paid not later than 60 days after the closing of the
Change in Control.
(e) Each grant may be evidenced by an Evidence of Award, which will contain such
terms and provisions as the Committee may determine consistent with the Plan,
including without limitation provisions relating to the Participants termination
of employment by reason of retirement, death, disability or otherwise.
12. Awards
for Directors.
(a) On the date of each annual meeting of Belo shareholders, each Director will
be granted an Award that has a fair market value (as hereinafter determined) on the
Date of Grant equal to 50% of the Directors annual compensation from Belo. The
form of the Award and the vesting conditions and payment provisions applicable
thereto will be determined by the Committee in its discretion; provided, however,
that unless the Committee determines otherwise, Awards made to Directors will be in
the form of Deferred Shares. To the extent permitted by Section 409A of the Code,
the Committee may permit a Director to elect the date or dates on which such Award
will be paid. Any such election will be irrevocable when made and, to the extent
that the Directors election will result in a deferral of compensation subject to
Section 409A of
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the Code, must be made by the Director in writing no later than the last day of the
calendar year immediately preceding the calendar year in which the date of the
annual shareholders meeting occurs.
(b) For purposes of this Section 12, the date of an annual meeting of
shareholders of Belo is the date on which the meeting is convened. Any portion of a
Directors compensation from Belo that is not paid to the Director in the form of
an Award will be paid in cash on the date of the annual meeting of shareholders or
the date of the Directors election to the Board, as applicable.
(c) An Award granted to a Director pursuant to this Section 12 will constitute
payment of a portion of the Directors annual compensation for services to be
performed by the Director for the 12-month period beginning on the date of the
annual meeting of shareholders on which the Award is granted. If, however, a
Director is elected to the Board as of a date other than the date of an annual
meeting of Belo shareholders, (i) the Directors annual compensation will be
prorated based on the number of days remaining in the year in which the Director is
elected to the Board (for this purpose the year will begin on the date of the
annual meeting of shareholders immediately preceding the date of the Directors
election to the Board), (ii) 50% of the Directors prorated annual compensation
will be paid in the form of an Award valued on the date of the Directors election
to the Board and (iii) any election by the Director of the payment date or dates of
an Award will be irrevocable when made and, to the extent that the Directors
election will result in a deferral of compensation subject to Section 409A of the
Code, must be made no later than 30 days after the date of the Directors election
to the Board and will apply only to compensation paid for services to be performed
by the Director after the date of his written election.
(d) For purposes of this Section 12:
(i) the fair market value of a Stock Option or an Appreciation Right
awarded to a Director will be determined by the Committee using (A) the
Black-Scholes Option Pricing Model; (B) a generally accepted binomial pricing
model that takes into account as of the Date of Grant (1) the Option Price or
Grant Price, as applicable, (2) the expected term of the Stock Option or
Appreciation Right, (3) the Market Value per Share of the Common Stock on the
Date of Grant, (4) the volatility of the Common Stock, (5) the expected
dividends on the Common Stock and (6) the risk-free interest rate for the
expected term of the Stock Option or Appreciation Right; (C) any other pricing
model used by Belo to value Stock Options for financial reporting purposes; or
(D) any other pricing model approved by the Committee, if using such model
would not result in the granting of a greater number of Stock Options or
Appreciation Rights than would be granted under the Black-Scholes Stock Option
Pricing Model;
(ii) the fair market value of a Deferred Share, a Restricted Share or a
Performance Share awarded to a Director will be equal to the Market Value per
Share of the Common Stock on the Date of Grant without regard to any
restrictions, limitations or conditions with respect to such Award; and
(iii) the fair market value of a Performance Unit awarded to a Director
will be its stated value.
13. Transferability.
Unless the Committee determines otherwise on or after the Date
of Grant, (i) no Award will be transferable by a Participant or Director other than by
will or the laws of descent and distribution, and (ii) no Stock Option or Appreciation
Right granted to a Participant or Director will be exercisable during the
Participants or Directors lifetime by any person other than the Participant or
Director, or such persons guardian or legal representative.
14. Adjustments.
The Committee will make or provide for such adjustments in (i) the
maximum number of shares of Common Stock specified in Sections 4 and 5, (ii) the
number of shares of Common Stock covered by outstanding Stock Options, Appreciation
Rights, Deferred Shares and Performance Shares granted under the Plan, (iii) the
Option Price or Grant Price applicable to any Stock Options and Appreciation Rights,
and (iv) the kind of shares covered by any such Awards (including shares of another
issuer) as is equitably required to prevent dilution or enlargement of the rights of
Participants and Directors that otherwise would result from (x) any stock dividend,
stock split, combination of shares, recapitalization or other change in the capital
structure of Belo, or (y) any merger, consolidation, spin-off, split-off, spin-out,
split-up, reorganization, partial or complete liquidation or other distribution of
assets, issuance of rights or warrants to purchase securities, or
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(z) any other corporate transaction, equity restructuring or other event having an
effect similar to any of the foregoing. In the event of any such transaction or event,
the Committee, in its discretion, may provide in substitution for any or all outstanding
Awards such alternative consideration as it, in good faith, may determine to be
equitable in the circumstances and may require in connection with such substitution the
surrender of all Awards so replaced.
15. Fractional Shares. Belo will not be required to issue any fractional share of
Common Stock pursuant to the Plan. The Committee may provide for the elimination of
fractions or for the settlement of fractions in cash.
16. Withholding Taxes. To the extent that Belo is required to withhold federal,
state, local or foreign taxes in connection with any payment made or benefit realized
by a Participant or other person under the Plan, and the amounts available to Belo for
such withholding are insufficient, it will be a condition to the receipt of such
payment or the realization of such benefit that the Participant or such other person
make arrangements satisfactory to Belo for payment of the balance of such taxes
required to be withheld. In addition, if permitted by the Committee, the Participant
or such other person may elect to have any withholding obligation of Belo satisfied
with shares of Common Stock that would otherwise be transferred to the Participant or
such other person in payment of the Participants Award. However, without the consent
of the Committee, shares of Common Stock will not be withheld in excess of the minimum
number of shares required to satisfy Belos withholding obligation.
17. Administration of the Plan.
(a) Unless the administration of the Plan has been expressly assumed by the
Board pursuant to a resolution of the Board, the Plan will be administered by the
Committee, which at all times will consist of two or more Directors appointed by
the Board, all of whom (i) will meet all applicable independence requirements of
the New York Stock Exchange or the principal national securities exchange on which the Common Stock is traded and (ii) will
qualify as non-employee directors as defined in Rule 16b-3 and as outside directors as
defined in regulations adopted
under Section 162(m) of the Code, as such terms may be amended from time to time. A
majority of the Committee will constitute a quorum, and the action of the members
of the Committee present at any meeting at which a quorum is present, or acts
unanimously approved in writing, will be the acts of the Committee.
(b) The Committee has the full authority and discretion to administer the Plan
and to take any action that is necessary or advisable in connection with the
administration of the Plan, including without limitation the authority and
discretion to interpret and construe any provision of the Plan or of any agreement,
notification or document evidencing an Award. The interpretation and construction
by the Committee of any such provision and any determination by the Committee
pursuant to any provision of the Plan or of any such agreement, notification or
document will be final and conclusive. No member of the Committee will be liable
for any such action or determination made in good faith.
18. Amendments and Other Matters.
(a) The Plan may be amended from time to time by the Committee or the Board but
may not be amended without further approval by the shareholders of Belo if such
amendment would result in the Plan no longer satisfying any applicable requirements
of the New York Stock Exchange (or the principal national securities exchange on
which the Common Stock is traded), Rule 16b-3 or Section 162(m) of the Code.
(b) Neither the Committee nor the Board will authorize the amendment of any
outstanding Stock Option to reduce the Option Price without the further approval of
the shareholders of Belo. Furthermore, no Stock Option will be cancelled and
replaced with Stock Options having a lower Option Price without further approval of
the shareholders of Belo. This Section 18(b) is intended to prohibit the repricing
of underwater Stock Options and will not be construed to prohibit the adjustments
provided for in Section 14.
(c) The Committee may also permit Participants and Directors to elect to defer
the issuance of Common Stock or the settlement of Awards in cash under the Plan
pursuant to such rules, procedures or programs as
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it may establish for purposes of the Plan. The Committee also may provide that
deferred issuances and settlements include the payment or crediting of dividend
equivalents or interest on the deferral amounts.
(d) The Plan may be terminated at any time by action of the Board. The
termination of the Plan will not adversely affect the terms of any outstanding
Award.
(e) The Plan does not confer upon any Participant any right with respect to
continuance of employment or other service with Belo or any Subsidiary, nor will it
interfere in any way with any right Belo or any Subsidiary would otherwise have to
terminate such Participants employment or other service at any time.
(f) If the Committee determines, with the advice of legal counsel, that any
provision of the Plan would prevent the payment of any Award intended to qualify as
performance-based compensation within the meaning of Section 162(m) of the Code
from so qualifying, such Plan provision will be invalid and cease to have any
effect without affecting the validity or effectiveness of any other provision of
the Plan.
(g) Except as otherwise provided in an Evidence of Award, disability means
that a Participant or Director is considered disabled within the meaning of Section
409A of the Code and applicable guidance thereunder.
(h) It is Belos intention that the Plan and Awards granted under the Plan
comply with Section 409A of the Code and the guidance issued by the Secretary of
the Treasury thereunder, and the Plan and Awards will be construed and interpreted
in a manner consistent with the requirements for avoiding taxes or penalties under
Section 409A of the Code.
19. Governing
Law. The Plan, all Awards and all actions taken under the Plan and the
Awards will be governed in all respects in accordance with the laws of the State of
Delaware, including without limitation, the Delaware statute of limitations, but
without giving effect to the principles of conflicts of laws of such State.
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