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EXHIBIT 4.15
BELO
2000 EXECUTIVE COMPENSATION PLAN
A. H. Belo Corporation, a Delaware corporation ("Belo"), establishes
the Belo 2000 Executive Compensation Plan (the "Plan"), effective as of January
1, 2000, 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 Belo's business, in order to serve the
best interests of Belo and its shareholders.
2. 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
Paragraph 7.
(b) "Award" means an Executive Compensation Plan Bonus, an
Appreciation Right, a Stock Option, a Performance Unit or a grant or
sale of Restricted Stock.
(c) "Board" means the Board of Directors of Belo.
(d) "Change in Control" means the first to occur of the events
described in (i) through (iv) below, unless the Board has adopted a
resolution prior to or promptly following the occurrence of any such
event stipulating, conditionally, temporarily or otherwise, that any
such event will not result in a change in control of Belo:
(i) the commencement of, or first public announcement
of the intention of any person or group (within the meaning of
Section 3(b) of, and Rule 13d-5(b) promulgated under, the
Securities Exchange Act of 1934, as amended, respectively) to
commence, a tender offer or exchange offer (other than an
offer by Belo or any Subsidiary) for all, or any part of, the
Common Stock;
(ii) the public announcement by Belo or by any group
(as defined in clause (i) above), entity or person (other than
Belo, any Subsidiary, or any savings, pension or other benefit
plan for the benefit of employees of Belo or any Subsidiary)
which, through a transaction or series of transactions has
acquired, directly or indirectly, beneficial ownership (within
the meaning of Rule 13d-3 promulgated under the Securities
Exchange Act of 1934, as amended) of more than 30% of the
total number of shares of Common Stock that such group, entity
or person has become such a beneficial owner;
(iii) the approval by Belo's shareholders (or, if
such approval is not required, the consummation) of a merger
in which Belo does not survive as an independent publicly
owned corporation, a consolidation, or a sale, exchange, or
other disposition of all or substantially all Belo's assets;
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(iv) a change in the composition of the Board during
any period of two consecutive years such that individuals who
at the beginning of such period were members of the Board
cease for any reason to constitute at least a majority
thereof, unless the election, or the nomination for election
by Belo's shareholders, of each new director was approved by a
vote of at least two-thirds of the directors then still in
office who were directors at the beginning of such period.
(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 Paragraph 15, 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
Paragraph 12. 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 a grant of Stock Options,
Appreciation Rights or Performance Units or a grant or sale of
Restricted Stock will become effective and (ii) with respect to
Directors, the date specified in Paragraph 6.
(i) "Director" means a member of the Board who is not a
regular full-time employee of Belo or any Subsidiary.
(j) "Executive Compensation Plan Bonus" means the right to
receive an annual incentive compensation payment made pursuant to and
subject to the conditions set forth in Paragraph 10.
(k) "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.
(l) "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 granted to a
Participant under the Plan. Management Objectives may be described in
terms of Company-wide objectives or in terms of objectives that are
related to performance of the division, Subsidiary, department or
function within Belo or a Subsidiary in which the Participant receiving
the Award is employed or on which the Participant's efforts have the
most influence. The achievement of the Management
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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. The Management Objectives established by the
Committee for any Performance Period under the Plan will consist of one
or more of the following:
(i) earnings per share and/or growth in earnings per share in
relation to target objectives, excluding the effect of
extraordinary or nonrecurring items;
(ii) operating cash flow and/or growth in operating cash flow
in relation to target objectives;
(iii) net income and/or growth in net income in relation to
target objectives, excluding the effect of extraordinary or
nonrecurring items;
(iv) revenue and/or growth in revenue in relation to target
objectives;
(v) total shareholder return (measured as the total of the
appreciation of and dividends declared on the Common Stock) in
relation to target objectives;
(vi) return on invested capital in relation to target
objectives;
(vii) return on shareholder equity in relation to target
objectives; and
(viii) return on assets in relation to target objectives.
If the Committee determines that, as a result of a
change in the business, operations, corporate structure or capital
structure of Belo, 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 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.
(m) "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.
(n) "Option Price" means the purchase price per share payable
on exercise of a Stock Option.
(o) "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
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of Belo or any Subsidiary. Except for Stock Options granted to
Directors pursuant to Paragraph 6, a Director will not receive benefits
under the Plan.
(p) "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 the
Performance Period for all other Awards will be established by the
Committee at the time the Award is granted, subject to the provisions
of Paragraph 9.
(q) "Performance Unit" means a unit equivalent to $100 (or
such other value as the Committee determines) granted pursuant to
Paragraph 9.
(r) "Restricted Stock" means shares of Common Stock granted or
sold pursuant to Paragraph 8 as to which neither the ownership
restrictions nor the restrictions on transfer referred to therein have
expired.
(s) "Rule 16b-3" means Rule 16b-3 under the 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.
(t) "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 related Stock Option or (ii) if there is no tandem
Stock Option, the Grant Price provided for in the Appreciation Right,
multiplied by the number of shares of Common Stock in respect of which
the Appreciation Right is exercised.
(u) "Stock Option" means the right to purchase a share of
Common Stock upon exercise of an option granted pursuant to Paragraph 5
or Paragraph 6.
(v) "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.
3. SHARES AVAILABLE UNDER PLAN. Subject to adjustment as provided in
Paragraph 12, the shares of Common Stock which may be issued or transferred and
covered by outstanding Awards granted under the Plan 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
available under this Paragraph 3 will be adjusted to include shares that (i)
relate to Awards that expire or are forfeited or (ii) are transferred,
surrendered or relinquished to Belo upon the payment of any Option Price or upon
satisfaction of any withholding amount. Upon payment in cash of the benefit
provided by any Award granted under the Plan, any shares that were covered by
that Award will again be available for issue or transfer under the Plan.
4. LIMITATIONS ON AWARDS. Subject to adjustment as provided in
Paragraph 12, awards under the Plan will be subject to the following
limitations:
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(a) Of the aggregate 10 million shares reserved for issuance
under the Plan, no more than 2.5 million shares of Common Stock will be
issued or transferred as Restricted Stock.
(b) No more than 10 million shares of Common Stock reserved
for issuance under the Plan will be issued as Stock Options.
(c) The maximum aggregate number of shares of Common Stock
that may be subject to Stock Options, Appreciation Rights and
Restricted Stock granted to a Participant during any calendar year will
not exceed 1 million shares. The foregoing limitation will apply to the
grant of Appreciation Rights whether the Spread on exercise is paid 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 $2 million.
5. STOCK OPTIONS FOR PARTICIPANTS. The Committee may from time to time
authorize grants to any Participant of options to purchase shares of Common
Stock upon such terms and conditions as it may determine in accordance with this
Paragraph 5. 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 pertains.
(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 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 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.
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(d) 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
whether or not any Stock Options previously granted to such Participant
remain unexercised.
(f) Each grant will specify the required period or periods of
continuous service by the Participant 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 granted under this Paragraph 5 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.
(j) Any grant may provide for the payment to the Participant
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) If a Participant terminates employment by reason of
retirement at or after attaining the earliest age that qualifies as the
Participant's Early Retirement Age under The G. B. Dealey Retirement
Pension Plan, as amended from time to time, death or disability, each
outstanding Stock Option granted to the Participant to the extent not
vested will vest and be fully exercisable and will remain exercisable
until the term of the Stock Option expires (determined without regard
to the Participant's termination of employment).
(m) If a Participant terminates employment for any reason
other than as set forth in Paragraph 5(l), the Participant's right, if
any, to exercise Stock Options after termination of employment will be
determined in accordance with the termination guidelines set forth on
Appendix A to the Plan. Such Stock Options will be exercisable after
termination of employment only to the extent the Stock Options were
vested and exercisable immediately prior to termination of employment.
(n) Each grant of Stock Options will be evidenced by an
agreement executed on behalf of Belo by an officer of Belo and
delivered to the Participant and containing such terms and provisions,
consistent with the Plan, as the Committee may approve.
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6. STOCK OPTIONS FOR DIRECTORS. On the date of each annual meeting of
Belo shareholders, each Director will be granted (i) options to purchase Common
Stock that have a fair market value (as hereinafter determined) on the Date of
Grant equal to 50% of the Director's annual compensation from Belo and (ii)
options to purchase Common Stock that have a fair market value on the Date of
Grant equal to all or any portion of the Director's remaining annual
compensation from Belo that the Director elects in writing prior to the date of
the annual meeting. A Stock Option granted to a Director pursuant to this
paragraph as payment of all or a portion of the Director's annual compensation
will be in payment 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
Stock Option is granted. Any portion of the Director's annual compensation from
Belo that is not paid to the Director in the form of a Stock Option will be paid
in cash on the date of the annual meeting of shareholders.
For purposes of this Paragraph 6, (i) a Director's annual
compensation, as described in the preceding paragraph, does not include
unscheduled meeting fees which may become payable to the Director, and any such
fees will be paid in cash; (ii) the date of an annual meeting of shareholders of
Belo is the date on which the meeting is convened or, if later, the date of the
last adjournment thereof; and (iii) the fair market value of options granted to
a Director will be determined by the Committee using the Black-Scholes Option
Pricing Model.
Each Stock Option granted to a Director will contain the
following terms and conditions:
(a) Each grant will specify the number of shares of Common
Stock to which it pertains.
(b) Each grant will specify the Option Price, which will be
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
Director for at least six months having an aggregate Market Value per
Share at the date of exercise equal to the aggregate Option Price,
(iii) by authorizing Belo to withhold a number of shares of Common
Stock otherwise issuable to the 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) Any grant may provide for deferred payment of the Option
Price from the proceeds of sale through a broker of some or all of the
shares to which such exercise relates.
(e) Any grant may provide for the payment to the Participant
of dividend equivalents thereon in cash or Common Stock on a current,
deferred or contingent basis.
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(f) No Stock Option will be exercisable more than ten years
from the Date of Grant.
(g) Subject to the last paragraph of this Paragraph 6, each
grant will specify that the Stock Option may not be exercised until the
first anniversary of the Date of Grant and will be fully exercisable
thereafter, without regard to whether the Director continues to be a
member of the Board on such first anniversary, until the Stock Option
expires by its terms.
(h) Each grant of Stock Options will be evidenced by an
agreement executed on behalf of Belo by an officer of Belo and
delivered to the Director and containing such terms and provisions,
consistent with the Plan, as the Committee may approve.
Notwithstanding the foregoing provisions of this Paragraph 6,
if a Director is elected to the Board as of a date other than the date of an
annual meeting of Belo shareholders, (i) the Director's 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
Director's election to the Board); (ii) 50% of the Director's prorated annual
compensation will be paid in the form of Stock Options valued on the date of the
Director's election to the Board, using the Black-Scholes Option Pricing Model,
subject to the Director's election to receive up to 100% of his or her prorated
annual compensation in the form of Stock Options; and (iii) the vesting and the
term of the Stock Options will be measured from the date of the annual meeting
of shareholders immediately preceding the date of the Director's election to the
Board.
7. APPRECIATION RIGHTS. The Committee may also from time to time
authorize grants to any Participant of Appreciation Rights upon such terms and
conditions as it may determine in accordance with this Paragraph 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
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 specify that the amount payable on exercise
of an Appreciation Right may not exceed a maximum amount specified by
the Committee at
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the Date of Grant (valuing shares of Common Stock for this purpose at
their Market Value per Share at the date of exercise).
(d) Any grant may specify that the amount payable on exercise
of an Appreciation Right may be paid by Belo in (i) cash, (ii) shares
of Common Stock having an aggregate Market Value per Share equal to the
percentage of the Spread to be paid to the Participant or (iii) any
combination thereof, as determined by the Committee in its discretion
at the time of payment.
(e) Successive grants may be made to the same Participant
whether or not any Stock Options previously granted to such Participant
remain unexercised.
(f) Each grant will specify the required period or periods of
continuous service by the Participant with Belo or any Subsidiary that
are necessary before the Appreciation Rights or installments thereof
will become exercisable, and will provide that no Appreciation Right
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 Option is also exercisable.
(g) Any grant may specify the Management Objectives that must
be achieved as a condition to the exercise of the Appreciation Rights.
(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) Any grant may provide for the payment to the Participant
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) If a Participant terminates employment by reason of
retirement at or after attaining the earliest age that qualifies as the
Participant's Early Retirement Age under The G. B. Dealey Retirement
Pension Plan, as amended from time to time, death or disability, each
outstanding Appreciation Right granted to the Participant to the extent
not vested will vest and be fully exercisable and will remain
exercisable until the Appreciation Right expires by its terms
(determined without regard to the Participant's termination of
employment).
(l) If a Participant terminates employment for any reason
other than as set forth in Paragraph 7(k), the Participant's right, if
any, to exercise Appreciation Rights after termination of employment
will be determined in accordance with the termination guidelines set
forth on Appendix A to the Plan. Such Appreciation Rights will be
exercisable after termination of employment only to the extent the
Appreciation Rights were vested and exercisable immediately prior to
termination of employment.
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(m) Each grant of an Appreciation Right will be evidenced by
an agreement executed on behalf of Belo by an officer of Belo and
delivered to and accepted by the Participant receiving the grant, which
agreement will describe such Appreciation Right, identify any Stock
Option granted in tandem with such Appreciation Right, state that such
Appreciation Right is subject to all the terms and conditions of the
Plan and contain such other terms and provisions, consistent with the
Plan, as the Committee may approve.
8. RESTRICTED STOCK. The Committee may also from time to time authorize
grants or sales to any Participant of Restricted Stock upon such terms and
conditions as it may determine in accordance with this Paragraph 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 will constitute an immediate transfer
of the ownership of shares of Common Stock to the Participant in
consideration of the performance of services, entitling such
Participant to voting and other ownership rights, but subject to the
restrictions hereinafter referred to. Each grant or sale may limit the
Participant's dividend rights during the period in which the shares of
Restricted Stock are subject to any such restrictions.
(b) Each grant or sale may be made without additional
consideration or in consideration of a payment by the Participant that
is less than the Market Value per Share at the Date of Grant.
(c) Each grant or sale will provide that the shares of
Restricted Stock covered by the grant or sale 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 thereunder.
(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 Stock 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 Belo or provisions subjecting
the Restricted Stock to continuing restrictions in the hands of any
transferee).
(g) If a Participant terminates employment by reason of death,
disability or retirement at or after attaining the earliest age that
qualifies as the Participant's Early Retirement Age under The G. B.
Dealey Retirement Pension Plan, as amended from time
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to time, all restrictions applicable to the Restricted Stock will
terminate upon such termination of employment, except where the early
termination of such restrictions would result in the loss of the
otherwise available exemption of the Award under Section 162(m) of the
Code.
(h) Each grant or sale of Restricted Stock will be evidenced
by an agreement executed on behalf of Belo by an officer of Belo and
delivered to and accepted by the Participant and containing such terms
and provisions, consistent with the Plan, as the Committee may approve.
9. PERFORMANCE UNITS. The Committee may also from time to time
authorize grants to any Participant of 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 Paragraph 9. 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 will specify the number of Performance Units to
which it pertains.
(b) The Performance Period with respect to each Performance
Unit will be a period of time (not less than three years) beginning on
the Date of Grant as 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 Award.
(d) Each grant will specify the time and manner of payment of
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 Units
which have become payable or (iii) any combination thereof, as
determined by the Committee in its discretion at the time of payment.
(e) Each grant of Performance Units will be evidenced by an
agreement executed on behalf of Belo by an officer of Belo and
delivered to and accepted by the Participant and containing such terms
and provisions, consistent with the Plan, as the Committee may approve,
including provisions relating to the payment of the Performance Units
in the event of a Change in Control or other similar transaction or
event.
10. 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 in accordance with 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.
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(b) The Committee will specify the time and manner of payment
of an Executive Compensation Plan Bonus which becomes 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
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.
(c) 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 Change in Control, in both instances without proration for
less than a full Performance Period. The Executive Compensation Bonus
will be paid at such time following the Change in Control as the
Committee determines in its discretion, but in no event later than 30
days after the date of an event described in Paragraph 2(d)(iii) which
results in a Change in Control.
11. TRANSFERABILITY. Except as otherwise provided in the agreement
evidencing a Participant's Award or an award of Stock Options to a Director
under Paragraph 6, (i) no Stock Option, Appreciation Right, Performance Unit
that has not become payable or Executive Compensation Plan Bonus that has not
become payable will be transferable by the Participant or the Director other
than by will or the laws of descent and distribution and (ii) no Stock Option or
Appreciation Right granted to the Participant or the Director will be
exercisable during the Participant's or Director's lifetime by any person other
than the Participant or Director, or such person's guardian or legal
representative.
12. ADJUSTMENTS. The Committee will make or provide for such
adjustments in the maximum number of shares specified in Paragraphs 3 and 4 in
the numbers of shares of Common Stock covered by outstanding Stock Options and
Appreciation Rights granted hereunder, in the Option Price or Grant Price
applicable to any such Stock Options and Appreciation Rights, and/or in the kind
of shares covered thereby (including shares of another issuer), as the Committee
in its discretion exercised in good faith, may determine is equitably required
to prevent dilution or enlargement of the rights of Participants and Directors
that otherwise would result from (i) any stock dividend, stock split,
combination of shares, recapitalization or other change in the capital structure
of Belo, or (ii) 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 (iii) any
other corporate transaction or event having an effect similar to any of the
foregoing. Moreover, in the event of any such transaction or event, the
Committee, in its discretion, may provide in substitution for any or all
outstanding Awards under this Plan 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.
13. FRACTIONAL SHARES. The Company 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.
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<PAGE> 13
14. 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 Participant's Award. In no event, however, will shares of Common
Stock be withheld in excess of the minimum number of shares required to satisfy
Belo's withholding obligation.
15. 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 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 the grant of 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.
16. AMENDMENTS, ETC. (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 any
other exchange or market system upon which shares of Common Stock are listed or
admitted to trading), 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 the Company. Furthermore, no Stock
Option will be cancelled and replaced with Stock Options having a lower Option
Price without further approval of the shareholders of the Company. This
Paragraph 16(b) is intended to prohibit the repricing of "underwater" Stock
Options and will not be construed to prohibit the adjustments provided for in
Paragraph 12.
(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 it may
establish for purposes of this Plan. The Committee
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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 will 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 Participant's 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.
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<PAGE> 15
APPENDIX A
TERMINATION GUIDELINES
The following guidelines will determine the period of time, if any,
during which a Participant may continue to exercise Stock Options and
Appreciation Rights after termination of employment for reasons other than
retirement at or after attaining the earliest age that qualifies as the
Participant's Early Retirement Age under The G. B. Dealey Retirement Pension
Plan, as amended from time to time (the "Retirement Plan"), death or disability.
<TABLE>
<CAPTION>
------------------------------------------ -------------------------------------------------------------
REASON FOR TERMINATION EXERCISE PERIOD
------------------------------------------ -------------------------------------------------------------
<S> <C>
Voluntary Resignation None; Stock Options and Appreciation Rights expire
immediately, and all unexercised Stock Options and
Appreciation Rights are forfeited, on the date of termination
of employment.
------------------------------------------ -------------------------------------------------------------
Discharge for Cause None; Stock Options and Appreciation Rights expire
immediately, and all unexercised Stock Options and
Appreciation Rights are forfeited, on the date of termination
of employment.
------------------------------------------ -------------------------------------------------------------
Termination for Other Reasons:
------------------------------------------ -------------------------------------------------------------
Executive officers and general managers One year after termination of employment.
of operating units
------------------------------------------ -------------------------------------------------------------
Other Participants with 10 or more years One year after termination of employment.
of service
------------------------------------------ -------------------------------------------------------------
Other Participants with more than 5 but Six months after termination of employment.
less than 10 years of service
------------------------------------------ -------------------------------------------------------------
Other Participants with 5 or fewer years Three months after termination of employment.
of service
------------------------------------------ -------------------------------------------------------------
</TABLE>
For purposes of these guidelines, a year of service will be determined
in the same manner as a year of vesting service under the Retirement Plan.
15
