THIRD AMENDMENT TO
BELO
2004 EXECUTIVE COMPENSATION PLAN
Belo Corp.,
pursuant to authorization of the Compensation Committee of the
Board of Directors, adopts the following amendments to the Belo
2004 Executive Compensation Plan (the
“Plan”).
1. Section 3(d)
of the Plan is amended in its entirety to read as
follows:
(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 Belo’s
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 Belo’s 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 Belo’s 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
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