Delaware

38-3765318

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)



P. O. Box 224866, Dallas, Texas 75222-4866

(214) 977-8222

(Address of principal executive offices, including zip code)

(Registrant’s telephone number, including area code)



☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Name

2016
LTCI   

2017
LTCI   

$  Increase

James M. Moroney III

-

Katy Murray

Grant S. Moise

Christine E. Larkin

Michael J. O’Hara





Name

2017
TBRSUs 

$  Value on Date of Grant

James M. Moroney III

Katy Murray

Grant S. Moise

Christine E. Larkin

Michael J. O’Hara





Name

2016
Base Salary   

2017
Base Salary 

James M. Moroney III

Grant S. Moise

Katy Murray

Christine E. Larkin

Michael J. O’Hara



Date:  March 6, 2017

A. H. BELO CORPORATION





By:

/s/ Christine E. Larkin



Christine E. Larkin



Senior Vice President/General Counsel &



Secretary







1. Employment Term.  The Company agrees to employ Executive and Executive hereby accepts such employment from the Company upon the terms and conditions set forth in this Agreement for the period beginning on the Effective Date and continuing for a period of five (5) years (“Employment Period”) (unless otherwise terminated earlier in accordance with Section 5 hereof).

2. Title and Nature of Duties.   During the Employment Period, Executive shall serve as the President of the DMV Portfolio (as defined in Exhibit A).  Executive shall have such duties and obligations as are customary for such position and shall perform such other lawful duties as may be assigned from time to time by the Company.  Executive shall not engage in additional gainful employment of any kind or undertake any role or position, other than charitable or civic activities, whether or not for compensation, with any person or entity during the Employment Period without advance written approval of the Board of Directors of the Company (the “Board”).

3. Adherence to Company Rules.  Executive, at all times during the Employment Period, shall strictly adhere to and obey all of the Company’s lawful written rules, policies and procedures, which are available for review and are now in effect, or as are subsequently adopted or modified by the Company, which govern the operation of the Company’s business and the conduct of employees of the Company.

4. Compensation and Benefits.

a. Base Salary.  During the Employment Period, Executive shall receive an initial base salary of $450,000 per year (“Base Salary”), payable in accordance with the Company’s normal payroll schedule and procedures, which shall increase in each March during the Employment Period, commencing in March 2018, by 2.5% over the Base Salary in effect during the preceding calendar year only if the DMV Portfolio achieves 85% (or more) of the Adjusted EBITDA Target (as defined in Exhibit A) for the prior calendar year. Executive’s salary shall be subject to all applicable federal, state and local withholding taxes.

b. Annual Cash Incentive Bonus.  As described in Exhibit A, Executive shall be eligible for an annual at-target incentive cash bonus of $300,000 from the Company during each calendar year of the Employment Period (“Annual Bonus”) provided the conditions set forth in Exhibit A are satisfied. The Company and Executive shall mutually agree upon a recommendation to the Board as to the performance targets described in Exhibit A for each calendar year after 2017 on or before the 90th calendar day of such calendar year as a part of the annual DMV Portfolio operating plan for such calendar year, and such performance targets will be established by the final approval by the Board as part of the Company’s annual operating plan and the final approval by the Compensation Committee of the Board of such performance targets. Neither the Company nor the Executive shall unreasonably withhold, condition or delay its or his agreement as to the recommendation of such performance targets. Executive must be employed by the Company on the bonus payment date specified in order to be eligible to receive the Annual Bonus. The Annual Bonus with respect to each fiscal year of the Company falling in whole or in part within the Employment Period shall be paid in cash. The Annual Bonus shall be subject to applicable federal, state and local withholding taxes.

c. Equity.  The Company shall grant to Executive certain performance-based restricted stock units (“PBRSUs”) and time-based restricted stock units (“TBRSUs”) under the 2008 A. H. Belo Incentive Compensation Plan or any successor to such plan (the “ICP”).

(i) PBRSUs.  For 2017, the Company shall grant PBRSUs with an at-target value of $500,000 on the date of grant, subject to certain performance requirements as described in Exhibit B and the terms of the ICP.

(ii) TBRSUs.  For each remaining calendar year of the Employment Period (i.e., calendar years 2018 through 2021), the Company shall grant Executive TBRSUs with an at-target value of $500,000 per grant on the date of each such grant, subject to vesting and other requirements described in Exhibit C and the terms of the ICP; provided, however, that for any such TBRSU grant, in order for Executive to be eligible to receive such grant, (A) Executive must be employed by the Company as the date of grant and (B) the DMV Portfolio must have achieved at least 95% of the Adjusted EBITDA Target (described in Exhibit A) for the calendar year immediately preceding the calendar year in which the date of grant falls. TBRSUs will be granted, vest and pay out in accordance with the Company’s standard timing cycle and terms and conditions for all of its RSU grants under the ICP.  Notwithstanding the foregoing, any Evidence of Grant documenting an equity award to Executive under this Agreement as provided in Exhibit B and Exhibit C shall provide Executive’s award shall be paid 60% in shares of the Company’s Series A Common Stock and 40% in cash. The actual number

of TBRSUs to be granted will be based on (A) the closing market price of the Company’s Series A Common Stock on the date of grant and (B) the DMV Portfolio’s achievement level of the Adjusted EBITDA Target for the calendar year immediately preceding the calendar year in which the date of grant falls, using the following table:

Prior Year Achievement of Adjusted EBITDA Target

Grant Date Value of RSUs Based on Target Amount

<95%

$0

95%

$250,000

96%

$300,000

97%

$350,000

98%

$400,000

99%

$450,000

>100%

$500,000

d. Standard Benefits.  During the Employment Period, Executive shall be entitled, at his election, to participate in all employee benefit plans and programs generally available to other similarly situated Company executives, including without limitation, medical, dental, life and short and long term disability insurance.  Executive’s participation in any benefit plan or program will be subject to the terms, conditions, eligibility and premium payment requirements of the applicable plans. Without limiting the generality of the foregoing, the Company will also provide the following benefits to Executive during the Employment Period: (i) the DMV Portfolio will pay Executive’s membership dues and related expenses for the Young Presidents’ Organization; (ii) the DMV Portfolio will pay Executive’s dues and related expenses for such other business organizations as are reasonably requested by Executive, up to a maximum amount of $5,000 per calendar year; (iii) Executive shall be entitled to five weeks of Paid Time Off (PTO) per calendar year, to be taken at such times as mutually decided by Executive and the Company, consistent with business needs; and (iv) the DMV Portfolio will pay Executive a cell phone allowance of $100 per month.

e. Expenses.  During the Employment Period, Executive shall be entitled to receive prompt reimbursement from the DMV Portfolio for all reasonable and customary travel and business expenses he incurs in connection with his employment hereunder, including Admiral’s Club membership.  Executive must account for and document those expenses in accordance with the policies and procedures established by the Company, all such expenses to be charged to the DMV Portfolio.

5. Termination.  The Company or Executive may terminate this Agreement and Executive’s employment as provided below:

a. Termination by the Company for Cause.  The Company shall have the right to immediately terminate Executive’s employment and this Agreement at any time for any of the following reasons (each of which is referred to herein as “Cause”):

b. Termination by the Company without Cause.  The Company shall have the right to terminate Executive’s employment without Cause by giving Executive not less than sixty (60) days’ prior written notice and in such event, the Company shall pay Executive (i) any earned and accrued but unpaid installments of base salary and benefits due to Executive under Section 4 above (including, without limitation, unreimbursed expenses due under Section 4) through the date of termination and (ii) subject to the provisions of Sections 14 and 26 below, an amount equal to Executive’s Base Salary (as determined on the date of termination) that would be payable for the remaining months in the Employment Period to be paid pursuant to the Company’s standard payroll practices over the remaining term of the Employment Period, less applicable taxes and deductions. In addition, in the event that this Agreement is terminated pursuant to the provisions of this Section 5(b), then the Company, in its sole discretion, shall either elect (x) by providing written notice to Executive within ten (10) business days of the last day of the calendar month in which the effective date of such termination occurs, that the provisions of Section 8(a) (other than the provisions of Section 8(a)(i)(B) relating to competing for or soliciting Business from any customer of the Company, the DMV Portfolio or the TCV Entities and Section 8(a)(i)(C) relating to the use of Confidential Information of the Company, the DMV Portfolio or the TCV Entities) shall expire on the effective date of such termination pursuant to this Section 5(b); or (y) subject to the provisions of Sections 14 and 26 below, within ten (10) business days of the last day of the calendar month in which the effective date of such termination occurs, pay Executive an amount equal to the Severance Amount (as defined in Exhibit F). The Company acknowledges Executive’s preference to be paid the Severance Amount. The disposition of any PBRSUs and TBRSUs awarded to Executive prior to the date of termination shall be as set forth on Exhibit D. For purposes of Section 5(b) and 5(f) only, a “customer” shall mean any person or entity that is or was at any time during the Employment Period a current, past, prospective or targeted customer of the Company, the DMV Portfolio or the TCV Entities; provided, that a customer shall not include any natural person or any person or entity that placed or contemplated placing a classified advertisement with the Company, the DMV Portfolio or the TCV Entities. Within fifteen (15) business days of the last day of the calendar month in which the termination occurs, the Company shall deliver to Executive a list of all such customers as of the effective date of the termination of Executive’s employment with the Company.

c. Termination by Executive with Good Reason.  Executive shall have the right to terminate his employment for Good Reason (as defined below). In the event that Executive terminates his employment with the Company for Good Reason, the Company shall pay Executive (i) any earned and accrued but unpaid installments of base salary and benefits due to Executive under Section 4 above (including, without limitation, unreimbursed expenses due under Section 4) through the date of termination and, (ii) subject to the provisions of Sections 14 and 26 below, an amount equal to Executive’s Base Salary (as determined on the date of termination) that would be payable for the remaining months in the Employment Period to be paid pursuant to the Company’s standard payroll practices over the remaining term of the Employment Period, less applicable taxes and deductions. The disposition of any PBRSUs and TBRSUs awarded to Executive prior to the date of termination shall be as set forth on Exhibit D. For purposes of this Agreement, “Good Reason” shall mean the following:

d. Termination by Executive without Good Reason.  Executive shall have the right to terminate his employment for any reason other than Good Reason by giving the Company not less than sixty (60) days’ prior written notice. If Executive terminates his employment without Good Reason, the Company shall pay the Executive any earned and accrued but unpaid installments of base salary and benefits due to Executive under Section 4 above (including, without limitation, unreimbursed expenses due under Section 4) through the date of termination, and the Company shall have no further obligations to Executive hereunder from and after the date of termination; provided, however, that the disposition of any PBRSUs and TBRSUs awarded to Executive prior to the date of termination shall be as set forth on Exhibit D.

e. Termination Upon Death.  In the event that Executive’s employment with the Company is terminated due to the death of Executive, the Company shall pay Executive’s estate any earned and accrued but unpaid installments of base salary and benefits due to Executive under Section 4 above (including, without limitation, unreimbursed expenses due under Section 4) through the date of death, and the Company shall have no further obligations to Executive hereunder from and after the date of termination; provided, however, that the disposition of any PBRSUs and TBRSUs awarded to Executive prior to the date of termination shall be as set forth on Exhibit D.

f. Termination Upon Disability.  In the event of the Disability (as defined below) of Executive during the Employment Period, the Company may terminate Executive’s employment hereunder by giving Executive not less than thirty (30) days’ prior written notice of the effective date of termination and in such event, the Company shall pay Executive any earned and accrued but unpaid installments of base salary and benefits due to Executive under Section 4 above (including, without limitation, unreimbursed expenses due under Section 4) through the date of termination. In addition, in the event that this Agreement is terminated pursuant to the provisions of this Section 5(f), then the Company, in its sole discretion, shall either elect (x) by providing written notice to Executive within ten (10) business days of the last day of the calendar month in which the effective date of such termination occurs, that the provisions of 8(a) (other than the provisions of Section 8(a)(i)(B) relating to competing for or soliciting Business from any customer of the Company, the DMV Portfolio or the TCV Entities and Section 8(a)(i)(C) relating to the use of Confidential Information of the Company, the DMV Portfolio or the TCV Entities) shall expire on the effective date of such termination pursuant to this Section 5(f); or (y) subject to the provisions of Sections 14 and 26 below, within ten (10) business days of the last day of the calendar month in which the effective date of such termination occurs, pay Executive an amount equal to the Severance Amount. The Company acknowledges Executive’s preference to be paid the Severance Amount. The disposition of any PBRSUs and TBRSUs awarded to Executive prior to the date of termination shall be as set forth on Exhibit D. For purposes of Section 5(b) and 5(f) only, a “customer” shall mean any person or entity that is or was at any time during the Employment Period a current, past, prospective or targeted customer of the Company, the DMV Portfolio or the TCV Entities; provided, that a customer shall not include any natural person or any person or entity that placed or contemplated placing a classified advertisement with the Company, the DMV Portfolio or the TCV Entities. Within fifteen (15) business days of the last day of the calendar month in which the termination occurs, the Company shall deliver to Executive a list of all such customers as of the effective date of the termination of Executive’s employment with the Company. For purposes of this Agreement, Executive’s “Disability” means his total inability for a continuous period in excess of ninety (90) days to undertake responsibilities for the Company as a result of physical or mental illness or injury, with or without reasonable accommodation. Upon the request of either party hereto following written notice to the other, the Disability of the Executive will be determined by a medical doctor (the “Examining Doctor”) who shall be selected as follows: the Company and the Executive shall mutually select a doctor, or, if no agreement is reached, each party shall select a medical doctor, and those two medical doctors will select a third medical doctor who will be the Examining Doctor.  The determination of the Examining Doctor as to whether or not the Executive has a Disability will be binding on both parties hereto.  The Executive must submit to a reasonable number of examinations by the Examining Doctor, and the Executive hereby authorizes the disclosure and release to the Company of such determination and the results of such examinations.

6. No Mitigation or Offset.  Executive shall not be required to mitigate the amount of any payment provided for in Section 5 of this Agreement by seeking other employment or otherwise.  The Company shall not be entitled to set off or reduce any severance payments owed to Executive under this Agreement by the amount of earnings or benefits received by Executive in future employment.

7. Non-Disclosure.  Executive agrees that, during the Employment Period, the Company, the DMV Portfolio and the TCV Entities shall provide Executive with access to certain confidential, proprietary and/or trade secret information concerning the Company, the DMV Portfolio and the TCV Entities (“Confidential Information”).  Confidential Information includes, but is not limited to, proprietary technology, trade secrets, operating procedures and methods of operation, financial statements and other financial information, market studies and forecasts, target markets, advertising techniques, competitive analyses, pricing policies and information, product information, product designs, manufacturing processes, cost information, customer information, customer preferences, the substance of agreements with customers, vendors, referral sources and others, marketing and similar arrangements, servicing and training programs and arrangements, and any other documents embodying confidential, proprietary or trade secret information.  Executive acknowledges and agrees that disclosing this Confidential Information to third parties would be detrimental to the Company, the DMV Portfolio and the TCV Entities and could place the Company, the DMV Portfolio and the TCV Entities at a competitive disadvantage.  Executive agrees that he shall not during the Employment Period or at any time thereafter, directly or indirectly, disclose to any person or entity any Confidential Information or use any such information in any employment, work or business, except in furtherance of Executive’s job duties on behalf of the Company, the DMV Portfolio and the TCV Entities. Confidential Information does not include: (i) any information that is or becomes generally available to the public other than as a result of an unauthorized disclosure, directly or indirectly, by Executive and Executive has no reason to believe was made public as a result of an unauthorized disclosure, or (ii) any information obtained by Executive from a third party which Executive has no reason to be believe is violating any obligation of confidentiality to the Company, the DMV Portfolio or the TCV Entities. Executive acknowledges and agrees that his confidentiality obligations shall apply to all Confidential Information no matter when he obtained such knowledge or access to such Confidential Information.

8. Non-Competition and Non-Solicitation.

9. Non-Disparagement.  During the Employment Period and at all times thereafter, each party hereto agrees not to make any statements that disparage or cast in an unfavorable light the other party’s reputation, business operations, products, services, or any of their past or present executives, officers or employees; provided, however, that nothing herein shall prevent either party hereto from making truthful statements (even if disputed) in any legal proceeding  or to any governmental agency, or to other employees or agents of the Company, the DMV Portfolio or the TCV Entities or to the Board.

10. Return of Documents and Property.  Executive agrees that if Executive’s employment with the Company is terminated (for any reason), Executive shall not take with Executive, but will leave with the Company, all Company, DMV Portfolio and the TCV Entities property, including but not limited to Confidential Information, records, files, electronic mail, memoranda, reports, documents, devices, computer passwords, computer equipment, computer software, cell phones, PDA’s, corporate credit cards, identification cards, manuals and other information that is the property of the Company, the DMV Portfolio or the TCV Entities, in whatever form (including on computer disk, other storage device or other external medium), and any copies thereof, or if such items are not on the premises of the Company, the DMV Portfolio or the TCV Entities, Executive agrees to return such items immediately upon Executive’s termination or any time at the request of the Company.  Executive acknowledges that all such items are and remain the property of the Company, the DMV Portfolio and the TCV Entities.  Notwithstanding the foregoing, Executive shall be permitted to retain his Company computer, iPad, cell phone(s) and the telephone number(s) associated therewith (provided he meets with a designated member of the Company’s Management Committee within fourteen (14) days of his separation and, in such Management Committee member’s presence, deletes all proprietary Company, DMV Portfolio and TCV Entities software and Company, DMV Portfolio and TCV Entities records thereon other than those records that solely relate to him personally) and a copy of all Company records that solely relate to him personally for his recordkeeping purposes.

11. Severability and Reformation.  Subject to the provisions of Section 8, if any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future law, and if the rights or obligations of Executive or the Company under this Agreement would not be materially and adversely affected thereby, such provision shall be fully severable, and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom, and in lieu of such illegal, invalid or unenforceable provision, there shall be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible, and the Company and Executive hereby request the court to whom disputes relating to this Agreement are submitted to reform the otherwise unenforceable provision in accordance with this Section 11.

12. Injunctive Relief.  Executive acknowledges that the breach of any of the covenants contained herein, including, without limitation, the non-disclosure covenants contained in Section 7 and the non-competition and non-solicitation covenants in Section 8, will give rise to injury to the Company, the DMV Portfolio and the TCV Entities.  Accordingly, Executive agrees that the Company (on behalf of itself, the DMV Portfolio and the TCV Entities) shall be entitled to seek injunctive relief in a court of competent jurisdiction to prevent or cure breaches or threatened breaches of the provisions of this Agreement and to enforce specific performance of the terms and provisions hereof, in addition to any other legal or equitable remedies, which may be available.  Executive further acknowledges and agrees that the enforcement of a remedy hereunder by way of injunction shall not prevent Executive from earning a reasonable livelihood.  Executive further acknowledges and agrees that the covenants contained herein are necessary for the protection of the Company’s, the DMV Portfolio’s and the TCV Entities’ legitimate business interests, including their Confidential Information and

goodwill, and are reasonable in scope and content.  Nothing herein shall prevent either party from pursuing a legal and/or equitable action against the other party for any damages caused by such party’s breach of this Agreement.

13. Acknowledgement of Company’s Right in Work Product and Assignment.

a. For purposes of this Section, “Work Product” shall mean any and all ownership, moral and/or intellectual property rights, including all trade secrets, copyrights, trademarks and service marks, inventions, discoveries and other ownership and intellectual property rights in or arising in connection with any ideas, drawings, plans, calculations, technical specifications, works of authorship, inventions, patents, information, marks, copyrights, concepts, programming, designs, documentation, technology, or other work product or materials that are created by Executive in connection with Executive’s assignments or required performance by or for the Company, the DMV Portfolio and the TCV Entities and any productive output that relates to the business of the Company, the DMV Portfolio and the TCV Entities “Work.”  In addition, all rights in any preexisting programming, design, documentation, technology, or other work product created or provided to the Company during Executive’s employment shall automatically become part of the Work Product hereunder, whether or not it arises specifically out of Executive’s “Work.”

b. Executive acknowledges and agrees that the Company, the DMV Portfolio and the TCV Entities shall own any and all rights in and to the Work Product and that all Work Product is, was and shall hereafter be, a work made for hire for, and owned by, the Company, the DMV Portfolio and the TCV Entities within the meaning of 17 U.S.C. § 101.  If any of the Work Product is not, by operation of law or agreement, considered a work made for hire and owned by the Company, the DMV Portfolio or the TCV Entities, Executive hereby agrees to assign and irrevocably assigns to the Company, the DMV Portfolio and the TCV Entities any and all right, title and interest worldwide in and to the Work Product and all claims and causes of action with respect to any of the foregoing.  In the event Executive has any right or interest in any Work Product which cannot be assigned, Executive agrees to waive enforcement of same against the Company, the DMV Portfolio and the TCV Entities and Executive hereby exclusively and irrevocably licenses same to the Company, the DMV Portfolio and the TCV Entities in perpetuity and royalty-free, along with the unfettered right to sublicense. All such rights are fully assignable by the Company, the DMV Portfolio and the TCV Entities. Executive hereby agrees that all Work Product is created or developed for the sole use of the Company, the DMV Portfolio and the TCV Entities, and that Executive has no right to utilize in any manner whatsoever any such Work Product.

c. Executive agrees to perform upon the request of the Company, during or after Executive’s Work or employment, such further acts as may be reasonably requested by the Company that the Company believes are necessary or desirable to assign, convey, transfer, perfect, and defend the Company’s, the DMV Portfolio’s and the TCV Entities’ ownership of the Work Product.

d. Executive warrants that Executive’s Work for the Company, the DMV Portfolio and the TCV Entities does not and will not in any way conflict with any remaining obligations Executive may have with any prior employer or contractor or with any third party. 

Executive also agrees to develop all Work Product in a manner that avoids even the appearance of infringement of any third party’s intellectual property rights.

14. Release Agreement.  Executive agrees that, as a condition to receiving any severance benefits or payments under this Agreement, including those referenced in Section 5 of this Agreement, Executive shall execute and deliver a non-revocable general release of all claims arising out of Executive’s service as an employee of the Company, its subsidiaries or any of their affiliates and the termination of such relationship.  Such claims include, without limitation, all claims based on any federal, state or local statute, including without limitation the Age Discrimination in Employment Act of 1967, as amended, Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Americans with Disabilities Act, as amended, and the Employee Retirement Income Security Act of 1974, as amended.

15. Headings.  The headings used in this Agreement have been inserted for convenience and do not constitute matter to be construed or interpreted in connection with this Agreement.

16. Governing Law.  THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT GIVING EFFECT TO ANY PRINCIPLE OF CONFLICT OF LAWS THAT WOULD REQUIRE THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.

17. Venue.   The venue for any dispute arising out of this Agreement or Executive’s employment with the Company shall be proper exclusively in Dallas, Texas.

18. Survival.  Except as otherwise provided herein, Executive’s termination from employment and/or the termination of this Agreement, for whatever reason, shall not reduce or terminate Executive’s or the Company’s covenants and agreements set forth herein.

19. Notices.  Any notice necessary under this Agreement shall be in writing and shall be considered delivered three days after mailing if sent certified mail, return receipt requested, or when received, if sent by telecopy, prepaid courier, express mail or personal delivery to the following addresses:

20. Entire Agreement.  This Agreement and the Exhibits attached hereto shall embody the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein and supersedes all prior or contemporaneous conflicting or inconsistent agreements, consents and understandings relating to such subject matter, including without limitation, the Proposed Transaction Confidential Term Sheet and that certain Employment Agreement dated January 2, 2015 between Executive and DMV (the “DMV Employment Agreement”); provided, however, that the provisions of Sections 7, 9, 11, 12, 13, 15, 16, 17, 18 (as modified by this Agreement), 19, 20, 21, 22, 23, 24, 25 and 26 of the DMV Employment Agreement shall survive in full force and effect in accordance with their terms except as otherwise expressly provided herein.  The parties acknowledge and agree that there is no oral or other agreement between the Company and Executive which has not been incorporated in this Agreement.  This Agreement and the Exhibits attached hereto may only be modified pursuant to Section 24.

21. No Waiver.  The forbearance or failure of one of the parties hereto to insist upon strict compliance by the other with any provisions of this Agreement, whether continuing or not, shall not be construed as a waiver of any rights or privileges hereunder.  No waiver of any right or privilege of a party arising from any default or failure hereunder of performance by the other shall affect such party’s rights or privileges in the event of a further default or failure of performance.

22. Assignment.  This Agreement shall not be assignable by Executive, it being understood and agreed that this is a contract for Executive’s personal services.  This Agreement shall be assignable by the Company.

23. Binding Effect.  This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, legatees, beneficiaries, legal representatives, administrators, executors, trustees, permitted successors and permitted assigns.

24. Modification.  This Agreement and the Exhibits attached hereto may be modified only by a written agreement signed by both parties.  Any such written modification may only be signed on behalf of the Company an executive officer of the Company.

25. Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original instrument, and all of which together shall constitute one and the same Agreement.

26. Section 409A.  Notwithstanding any other language in this Agreement, Executive and the Company agree that if Executive is deemed to be a specified Executive under Section 409A of the Code, or any successor or similar provision, the payment of any amounts under this Agreement that would be treated as non-qualified deferred compensation (other than Base Salary) shall be payable beginning on the first day of the seventh month after the date of termination.







EXECUTIVE





/s/ Tim Storer



Tim Storer





COMPANY





A. H. BELO CORPORATION





By:

/s/ Grant S. Moise



Grant S. Moise, Executive Vice



President/General Manager, The Dallas



Morning News





DMV





DMV DIGITAL HOLDINGS COMPANY





By:

/s/ Katy Murray



Katy Murray, Treasurer and Assistant



Secretary

Adjusted EBITDA Target

Threshold

Achievement Range

Payout Range

Below

<85%

0%

Minimum

 85%

 50%

Target

100%

100%

Maximum

>200%

200%

TCV Target

Threshold

Achievement Range

Payout Range

Below

<85%

0%

Minimum

 85%

 50%

Target

100%

100%

Maximum

>200%

200%



Number of PBRSUs to be Granted:

PBRSUs having an at-target value of $500,000 on the date of grant.

Performance Period:

January 1, 2017 through December 31, 2017.

Performance Measure:

Provided Executive is continuously employed by the Company on the first anniversary of the date of grant, Executive will earn the PBRSUs based on the achievement of the Adjusted EBITDA Target for the 2017 calendar year (as set forth on Exhibit A) as described in the table below:



Achievement of Adjusted EBITDA Target

Earned RSU Percentage Based on Target Amount

Grant Date Value of RSUs Based on Target Amount

<95%

0%

         $0

95%

50%

$250,000

96%

60%

$300,000

97%

70%

$350,000

98%

80%

$400,000

99%

90%

$450,000

>100%

100%

$500,000



within one of the tranches set forth in the chart above, then the number of PBRSUs earned for such calendar year will be determined using a straight line interpolation within such tranche. By way of example, if the DMV Portfolio achieves 95.5% of the Adjusted EBITDA Target for the applicable calendar year, then $275,000 of PBRSUs would be earned for such calendar year. The number of PBRSUs earned will be capped at 100% of the Adjusted EBITDA Target.



If the DMV Portfolio achieves between 95% and 100% (or more) of the Adjusted EBITDA Target for the applicable calendar year within one of the tranches set forth in the chart above, then the number of PBRSUs earned for such calendar year will be determined using a straight line interpolation within such tranche. By way of example, if the DMV Portfolio achieves 95.5% of the Adjusted EBITDA Target for the applicable calendar year, then $275,000 of PBRSUs would be earned for such calendar year. The number of PBRSUs earned will be capped at 100% of the Adjusted EBITDA Target.

Vesting:

Any PBRSUs that are earned as a result of the achievement of the Adjusted EBITDA Target for 2017 will vest on the later of (i) the first anniversary of the date of grant or (ii) within three (3) business days of the Company’s 2017 earnings release (in 2018) (the date on which the PBRSUs vest, the “2018 Vesting Date”).

Payment Date:

The vested PBRSUs will be paid within ten (10) business days following the 2018 Vesting Date.

Form of Payment:

Executive will be entitled to receive with respect to each vested PBRSU (i) a number of shares of the Company’s Series A Common Stock having an aggregate Market Value per Share (as defined in the Plan) on the 2018 Vesting Date equal to 60% of the value of the vested PBRSUs and (ii) a cash payment in an amount equal to 40% of the value of the vested PBRSUs on the 2018 Vesting Date.



Number of TBRSUs to be Granted:

TBRSUs having an at-target value of $500,000 on the date of grant. The actual number of TBRSUs to be granted will be based on (i) Market Value per Share (as defined in the Plan) of the Company’s Series A Common Stock on the date of grant and (ii) the DMV Portfolio’s achievement of the Adjusted EBITDA Target for the prior calendar year as described in the paragraph below.

Performance Period:

January 1, 2017 through December 31 2017.

Performance Measure:

Provided Executive is continuously employed by the Company on the first anniversary of the date of grant, Executive will earn the PBRSUs based on the achievement of the Adjusted EBITDA Target for the 2017 calendar year (as set forth on Exhibit A) as described in the table below:



Prior Year Achievement of Adjusted EBITDA Target

Grant Date Value of RSUs Based on Target Amount

<95%

         $0

95%

$250,000

96%

$300,000

97%

$350,000

98%

$400,000

99%

$450,000

>100%

$500,000



If the DMV Portfolio achieves between 95% and 100% (or more) of the Adjusted EBITDA Target for the prior calendar year within one of the tranches set forth in the chart above, then the number of TBRSUs subject to this award will be determined using a straight line interpolation within such tranche. By way of example, if the DMV Portfolio achieves 95.5% of the Adjusted EBITDA Target for the applicable calendar year, then $275,000 of TBRSUs would be earned for such calendar year. The number of TBRSUs awarded will be capped at 100% of the Adjusted EBITDA Target.

Vesting:

Each TBRSU granted will vest over a three-year period as follows:

40% of such TBRSU grant will vest on the third business day after the Company’s earnings release for the Company’s fiscal year during which the TBRSU grant was made.

30% of such TBRSU grant will vest on the third business day after the Company’s earnings release for the Company’s fiscal year one year after the date the TBRSU grant was made.

30% of such TBRSU grant will vest on the third business day after the Company’s earnings release for the Company’s fiscal year two years after the date the TBRSU grant was made.

For example, a 2018 TBRSU grant will vest 40% three (3) business days after the Company’s 2018 earnings release (in 2019), 30% three (3) business days after the Company’s 2019 earnings release (in 2020), and 30% three (3) business days after the Company’s 2020 earnings release (in 2021).

Payment Date:

Payment of vested TBRSUs will be made within ten (10) business days after the Company’s earnings release for the preceding fiscal year.

Form of Payment:

Subject to Executive’s continuous employment with the Company through the applicable vesting dates described above, Executive will be entitled to receive with respect to each vested TBRSU (i) a number of shares of the Company’s Series A Common Stock having an aggregate Market Value per Share (as defined in the Plan) on the vesting date equal to 60% of the value of the vested TBRSUs and (ii) a cash payment in an amount equal to 40% of the value of the vested TBRSUs on the vesting date.





The following guidelines will determine the effect of a Participant’s termination of employment on the Participant’s outstanding stock options and restricted stock units (RSUs).  For purposes of these guidelines, a year of service will be determined in the same manner as a year of service under the A. H. Belo Savings Plan as amended from time to time.



Termination Reason
All Participants (Regardless of
Retirement1 Eligibility)

Stock Options

Time-Based
RSU's

Performance-Based
RSUs

Discharge for Cause2

All options, unvested and vested, are forfeited immediately

Unvested RSUs are
forfeited immediately

Unvested RSUs are
forfeited immediately

Death or Long-Term Disability3

Unvested options fully vest and remain exercisable for original term of option

Unvested RSUs fully vest
and are paid as soon as practicable

RSUs still subject to performance goals (within one-year of grant) are forfeited immediately. RSUs earned after the one-year performance period become fully vested and are paid as soon as practicable



Termination Reason
Participants Who Are Not Retirement1 Eligible

Stock Options

Time-Based
RSU's

Performance-Based
RSUs

Voluntary Resignation

All options, unvested and vested, are forfeited immediately

Unvested RSUs are
forfeited immediately

Unvested RSUs are
forfeited immediately

Discharge Without Cause2
(Named Executive Officers and Publishers)

Unvested options are forfeited immediately. Vested options remain exercisable for the shorter of one year from date of termination or the original term of option

Unvested RSUs are
forfeited immediately

Unvested RSUs are
forfeited immediately

Discharge Without Cause2
(Participants with 10 or more years of service)

Unvested options are forfeited immediately. Vested options remain exercisable for the shorter of one year from date of termination or the original term of option

Unvested RSUs are
forfeited immediately

Unvested RSUs are
forfeited immediately

Discharge Without Cause2
(Participants with more than 5 but less than 10 years of service)

Unvested options are forfeited immediately. Vested options remain exercisable for the shorter of six months from date of termination or the original term of option

Unvested RSUs are
forfeited immediately

Unvested RSUs are
forfeited immediately



Termination Reason
Participants Who Are Not Retirement1 Eligible

Stock Options

Time-Based
RSU's

Performance-Based
RSUs

Discharge Without Cause2
(Participants with 5 or fewer years of service)

Unvested options are forfeited immediately. Vested options remain exercisable for the shorter of three months from date of termination or the original term of option

Unvested RSUs are
forfeited immediately

Unvested RSUs are
forfeited immediately



Termination Reason
Retirement1 Eligible Participants (Age 55+ and 3-Years Service)

Stock Options

Time-Based
RSU's

Performance-Based
RSUs

Voluntary Resignation

Unvested options vest immediately and remain exercisable for original term of option

Unvested RSUs fully vest and are paid as soon as practicable

RSUs still subject to performance goals (within one-year of grant) are forfeited immediately. RSUs earned after the one-year performance period become fully vested and are paid as soon as practicable

Discharge Without Cause2

Unvested options vest immediately and remain exercisable for original term of option

Unvested RSUs fully vest and are paid as soon as practicable

RSUs still subject to performance goals (within one-year of grant) are forfeited immediately. RSUs earned after the one-year performance period become fully vested and are paid as soon as practicable

2. Disputes over workers’ compensation benefits or unemployment compensation benefits are specifically excluded from coverage under this Agreement.









EMPLOYEE:





/s/ Tim Storer



Tim Storer





COMPANY:





A. H. BELO CORPORATION.





By:

/s/ Julie Hoagland



Senior Vice President/Chief People Officer

·

The Measured Performance shall be multiplied by a ratio (x) the numerator of which is the number of days in such calendar year Executive was employed by the Company through and including the effective date of such termination (the “Number of Days Employed”) and (y) the denominator of which is the number of days in such calendar year through and including the last day of the calendar month in which such termination occurs (the resulting product, the “Achieved Performance Level”).

·

Each performance target established pursuant to Exhibits A, B and C for such calendar year shall be multiplied by a ratio (x) the numerator of which is the Number of Days Employed and (y) the denominator of which is 365 or 366, as applicable (such ratio, the “Pro Rata Ratio” and the resulting product, the “Pro Rata Performance”).

·

For each performance target, the Achieved Performance Level shall be divided by the applicable Pro Rata Performance to determine the percentage of the performance target achieved for such calendar year.

·

If required achievement level (expressed as the percentage resulting from the immediately preceding bullet point) of a performance target (established pursuant to Exhibits A, B and C, as applicable) has been met for such calendar year as determined pursuant to this Exhibit F, then the Executive will be entitled to receive a cash payment equal to the pro rata amount of the performance award relating to that performance target established pursuant to Exhibits A, B and C, as applicable, such pro rata amount equal to the product of (x) the dollar value of the performance award relating to that achievement level of that performance target (established pursuant to Exhibits A, B and C, as applicable) and (y) the Pro Rata Ratio.

·

Executive is terminated without Cause on February 29, 2020, which is before the date on which payments are made under the ICP in 2020.

·

Executive achieved 100% of each of his Annual EBITDA Target and TCV Target for calendar year 2018, entitling him to (1) in the first quarter of 2019, a $300,000 Annual Bonus and the first payment of his 2019 TBRSU grant ($200,000 in the form of $120,000 in value of shares of the Company’s Series A Common Stock and $80,000 in cash); (2) in the first quarter of 2020, the second payment of his 2019 TBRSU grant ($150,000 in the form of $90,000 in value of shares of Series A Common Stock and $60,000 in cash); and (3) in the first quarter of 2021, the third and final payment of his 2019 TBRSU grant ($150,000 in the form of $90,000 in value of shares of Series A Common Stock and $60,000 in cash).

·

For 2019, Executive achieved 95% of each of his Annual EBITDA Target and TCV Target, entitling him to (1) in the first quarter of 2020, a $250,000 Annual Bonus and the first payment of his 2020 TBRSU grant ($100,000 in the form of $60,000 in value of shares of Series A Common Stock and $40,000 in cash); (2) in the first quarter of 2021, the second payment of his 2020 TBRSU grant ($75,000 in the form of $45,000 in value of shares of Series A Common Stock and $30,000 in cash); and (3) in the first quarter of 2022, the third and final payment of his 2020 TBRSU grant ($75,000 in the form of $45,000 in value of shares of Series A Common Stock and $30,000 in cash).

·

Through February 29, 2020, Executive has met each of his Annual EBITDA Target and TCV Target on an annualized basis at a 100% level for 2020, entitling him to a prorated 60/366ths of (1) in the first quarter of 2021, a $300,000 Annual Bonus and the first payment of his 2021 TBRSU grant ($200,000 in the form of $120,000 in value of shares of Series A Common Stock and $80,000 in cash); (2) in the first quarter of 2022, the second payment of his 2021 TBRSU grant ($150,000 in the form of $90,000 in value of shares of Series A Common Stock and $60,000 in cash); and (3) in the first quarter of 2023, the third and final payment of his 2021 TBRSU grant ($150,000 in the form of $90,000 in value of shares of Series A Common Stock and $60,000 in cash).

·

Executive already received, in the first quarter of 2019, the $300,000 Annual Bonus and the first payment of his 2019 TBRSU grant ($200,000 in the form of $120,000 in value of shares of the Company’s Series A Common Stock and $80,000 in cash) attributable to calendar year 2018.

·

With respect to the performance results for 2018:

o

$300,000 representing an amount equal to the second and third payments of his 2019 TBRSU grant

·

With respect to the performance results for 2019:

o

$250,000 representing an amount equal to his Annual Bonus

o

$250,000 representing an amount equal to the first, second and third payments of his 2020 TBRSU grant

·

With respect to the performance results for 2020:

o

$49,180.33 representing an amount equal to his prorated (based on 60/366ths of calendar year 2020) Annual Bonus

o

$81,967.21 representing an amount equal to the first, second and third payments of his prorated (based on 60/366ths of calendar year 2020) 2021 TBRSU

1)

The Plan.  You acknowledge receipt of a copy of the Plan, and agree that the PBRSUs shall be subject to all of the terms and provisions of the Plan, including future amendments thereto, if any, pursuant to the terms thereof, and to all of the terms and conditions of this Agreement.

2)

The Grant.  On March 2, 2017 (“Award Date”), the Compensation Committee of the Board of Directors (the “Committee”) granted to you 80,000 PBRSUs, each of which has a designated value equivalent to one share of the Company’s Series A Common Stock on the Award Date.   

3)

Vesting.  The PBRSUs will become vested based on (i) attainment of the Performance Goals described on Appendix B, and (ii) your continuous employment with the Company until the first anniversary of the Award Date.  Any PBRSUs earned based on the attainment of the Performance Goals will vest on the later of (i) the first anniversary of the Award Date or (ii) within three (3) business days of the publication of the Company’s 2017 earnings release (in 2018).

4)

Payment.  The vested PBRSUs will be settled within ten (10) business days following the vesting date as follows: (i) 60% of such award shall be paid in shares of the Company’s Series A Common Stock, and (ii) 40% of such award shall be paid in cash.

5)

Termination of Employment.  Your right, if any, to payment with respect to your PBRSUs upon termination of employment with the Company or its subsidiaries is set forth in the termination guidelines attached as Appendix C to this Evidence of Grant.

6)

Change in Control.  In the event of a Change in Control as defined in the Plan, all of the PBRSUs will  become fully vested and earned at a deemed performance level equal to the greater of the target Performance Goal or the performance level determined by actual performance through the date ending on the date of the Change in Control.  Vested PBRSUs will be paid at the earliest practicable date that payment may be made without violating any applicable provision of section 409A of the Internal Revenue Code.

7)

Section 409A Payment Rules.  Notwithstanding the general payment rules described in this Evidence of Grant and Appendix C, if the Company makes a good faith determination that a payment of your PBRSUs (i) constitutes a deferral of compensation for purposes of Section 409A of the Internal Revenue Code of 1986, as amended, and the rules, regulations and guidelines thereunder (“Section 409A”), (ii) is made to you by reason of your separation from service within the meaning of Section 409A, and (iii) at the time such payment would otherwise be made you are a specified employee within the meaning of Section 409A (using the identification methodology selected by the Company from time to time), the payment will be delayed until the earlier of (x) the first business day of the seventh month following your separation from service or (y) your death.  Furthermore, if your PBRSUs are no longer subject to a substantial risk of forfeiture prior to a Change in Control, and the Change in Control does not constitute a change in the ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the Company (within the meaning of Section 409A), the payment date of the PBRSUs will be determined without regard to the occurrence of the Change in Control.  Each payment of a portion of your PBRSUs will be considered, and is hereby designated as, a separate payment for purposes of Section 409A.

8)

Tax Withholding.  The Company will withhold from any payment to you all federal, state, city or other taxes (the “Applicable Taxes”) as may be required to be withheld pursuant to any law or governmental regulation or ruling.  In the event the Applicable Taxes exceed the value of the cash payment received upon vesting of any portion of the PBRSUs, you agree to provide to the Company a cash payment, in the form of a check or wire transfer of immediately available funds, in an amount equal to difference between the amount of Applicable Taxes and the amount of the cash payment.  This amount shall be paid to the Company not later than close of business on the applicable vesting date for such vested PBRSUs.

9)

General Information. 

a)

Your right to receive the PBRSU grant or any payment with respect thereto will not be transferrable or assignable by you, other than with respect to a transfer upon your death by will or the laws of descent and distribution if you are entitled to payment of a vested portion of your PBRSUs that has not been paid as of the date of your death.

b)

Nothing contained in this Evidence of Grant will confer upon you any right to be employed by or remain employed by the Company or any of its subsidiaries or affiliates,

or limit or affect in any manner the right of the Company and its subsidiaries and affiliates to terminate your employment or modify your compensation.

c)

You agree that any shares of the Company’s Series A Common Stock distributed pursuant to this Evidence of Grant will not be sold or otherwise disposed of in any manner that would constitute a violation of any applicable federal or state securities law.  You also agree that (i) the certificates representing the shares may bear such legend or legends as the Committee in its sole discretion deems appropriate in order to assure compliance with applicable securities laws, and (ii) the Company may refuse to register the transfer of the shares on the stock transfer records of the Company, and may give related instructions to its transfer agent, if any, to stop registration of such transfer, if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of any applicable securities law.

d)

This Evidence of Grant is subject to all the terms, conditions, limitations and restrictions contained in the Plan.  In the event of any conflict or inconsistency between the terms hereof and the terms of the Plan, the terms of the Plan shall be controlling. 

e)

Any notices or other communications provided for in this Evidence of Grant shall be sufficient if in writing. Any notices or communications shall be effectively delivered to you when provided to you at your principal place of employment or when sent by registered or certified mail to you at the last address you filed with the Company. In the case of the Company, such notices or communications shall be effectively delivered when sent by registered or certified mail to the Company at its principal executive offices.

f)

This document will in all respects be interpreted, governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws rules.

·

The 2017 Adjusted EBITDA Target is $3,722,741.

·

If the DMV Portfolio achieves less than 95% of the 2017 Adjusted EBITDA Target for the Performance Period, then no portion of the PBRSUs will be earned. If the DMV Portfolio achieves 95% of the 2017 Adjusted EBITDA Target for the Performance Period, then 50% of the PBRSUs will be earned. If the DMV Portfolio achieves 100% (or more) of the 2017 Adjusted EBITDA Target for the Performance Period, then 100% of the PBRSUs will be earned.  If the DMV Portfolio achieves between 95% and 100% (or more) of the 2017 Adjusted EBITDA Target for the Performance Period, then the number of PBRSUs earned for the Performance Period will be determined using a straight line interpolation. The number of RSUs earned will be capped at 100% of the 2017 Adjusted EBITDA Target.

·

“Adjusted EBITDA” means DMV Portfolio (defined below) earnings before interest, taxes, depreciation and amortization, adjusted for (adding back) severance-related expenses, acquisition costs and expenses, litigation and litigation settlement costs and expenses, and stock-based compensation expenses to the extent applicable to DMV (defined below) or, for periods after the consolidation of the DMV Portfolio, the DMV Portfolio.

·

Attainment of the 2017 Adjusted EBITDA Target for will be determined based on the sum of (A) the Adjusted EBITDA for DMV (defined below) for the period prior to the date of the consolidation of the DMV Portfolio and (B) the consolidated Adjusted EBITDA for the DMV Portfolio for the remainder of that year from and after the date of such consolidation.

·

“DMV Portfolio” means consolidated operations of DMV Digital Holdings, Inc. (“DMV”), Your Speakeasy, LLC and Connect.





The following guidelines will determine the effect of a Participant’s termination of employment on the Participant’s outstanding stock options and restricted stock units (RSUs).  For purposes of these guidelines, a year of service will be determined in the same manner as a year of service under the A. H. Belo Savings Plan as amended from time to time.



Termination Reason

All Participants (Regardless of
Retirement Eligibility)

Stock Options

Time-Based
RSUs

Performance-Based
RSUs

Discharge for Cause2

All options, unvested and vested, are forfeited immediately

Unvested RSUs are
forfeited immediately

Unvested RSUs are
forfeited immediately

Death or Long-Term Disability3

Unvested options fully vest and remain exercisable for original term of option

Unvested RSUs fully vest
and are paid as soon as practicable

RSUs still subject to performance goals (within one-year of grant) are forfeited immediately. RSUs earned after the one-year performance period become fully vested and are paid as soon as practicable



Termination Reason
Participants Who Are Not Retirement Eligible

Stock Options

Time-Based
RSUs

Performance-Based
RSUs

Voluntary Resignation

All options, unvested and vested, are forfeited immediately

Unvested RSUs are
forfeited immediately

Unvested RSUs are
forfeited immediately

Discharge Without Cause2
(Named Executive Officers and Publishers)

Unvested options are forfeited immediately. Vested options remain exercisable for the shorter of one year from date of termination or the original term of option

Unvested RSUs are
forfeited immediately

Unvested RSUs are
forfeited immediately

Discharge Without Cause2
(Participants with 10 or more years of service)

Unvested options are forfeited immediately. Vested options remain exercisable for the shorter of one year from date of termination or the original term of option

Unvested RSUs are
forfeited immediately

Unvested RSUs are
forfeited immediately

Discharge Without Cause2
(Participants with more than 5 but less than 10 years of service)

Unvested options are forfeited immediately. Vested options remain exercisable for the shorter of six months from date of termination or the original term of option

Unvested RSUs are
forfeited immediately

Unvested RSUs are
forfeited immediately



Termination Reason
Participants Who Are Not Retirement Eligible

Stock Options

Time-Based
RSUs

Performance-Based
RSUs

Discharge Without Cause2
(Participants with 5 or fewer years of service)

Unvested options are forfeited immediately. Vested options remain exercisable for the shorter of three months from date of termination or the original term of option

Unvested RSUs are
forfeited immediately

Unvested RSUs are
forfeited immediately



Termination Reason
Retirement Eligible Participants (Age 55+ and 3-Years Service)

Stock Options

Time-Based
RSUs

Performance-Based
RSUs

Voluntary Resignation

Unvested options vest immediately and remain exercisable for original term of option

Unvested RSUs fully vest and are paid as soon as practicable

RSUs still subject to performance goals (within one-year of grant) are forfeited immediately. RSUs earned after the one-year performance period become fully vested and are paid as soon as practicable

Discharge Without Cause2

Unvested options vest immediately and remain exercisable for original term of option

Unvested RSUs fully vest and are paid as soon as practicable

RSUs still subject to performance goals (within one-year of grant) are forfeited immediately. RSUs earned after the one-year performance period become fully vested and are paid as soon as practicable