STOCK OPTION AGREEMENT
THIS AGREEMENT, made as of <>, by and between SAGA
COMMUNICATIONS, INC., a Delaware corporation (the "Corporation"), and
<> (the "Optionee").
W I T N E S S E T H
WHEREAS, the Optionee is now employed by the Corporation or a
subsidiary of the Corporation and the Corporation desires to have the Optionee
remain in such employment and to afford Optionee the opportunity to acquire, or
enlarge, Optionee's stock ownership in the Corporation so that the Optionee may
have a direct proprietary interest in the Corporation's success.
NOW, THEREFORE, in consideration of the covenants and agreements herein
contained, the parties hereto hereby agree as follows:
1. GRANT OF NON-QUALIFIED STOCK OPTION
Subject to the terms and conditions set forth herein and in
the Saga Communications, Inc. 2005 Incentive Compensation Plan, as amended from
time to time (the "Plan"), the Corporation hereby grants to the Optionee a
Non-Qualified stock option (as defined in the Plan) (the "Option") entitling the
Optionee, during the period set forth in Article 3 of this Agreement, to
purchase from the Corporation up to, but not exceeding in the aggregate,
<> shares of the Corporation's Class A Common Stock, ("Class A
Common Stock"), at a price per share of <>, subject to
adjustment as provided in Article 10 below. In the event of a conflict between
the terms of this Agreement and the terms of the Plan, the terms of the Plan
shall govern.
2. VESTING AND EXERCISE OF OPTION
The Option shall not be vested to any extent and may not be
exercised prior to <>. Subject to the terms and conditions
set forth herein, the Option shall be vested and exercisable beginning on
<>, to the extent of 20% of the shares covered thereby, and
an additional 20% beginning on March 1 of each of the years 2007, 2008, 2009 and
2010, provided, however, that Optionee is an "Employee" (as defined in the Plan)
on the applicable date of vesting. If Optionee is not an "Employee" on the
vesting date, the Option and the underlying shares of common stock shall be
forfeited. In the event that the Optionee's employment by the Corporation is
terminated for Cause (as defined in the Plan), the vesting of the Option shall
cease immediately upon the date of termination, and any vested but unexercised
portion of the Option shall not be exercisable to any extent. All Options shall
become fully vested and exercisable in full upon the occurrence of a Change in
Control, as defined in the Plan, or if the Committee determines that a Change in
Control has occurred, if Optionee is an Employee (as defined in the Plan) at the
time of such occurrence. Whether an authorized leave of absence or absence on
military or government service shall constitute termination of employment shall
be determined by the Committee authorized to administer the Plan; and such
Committee shall determine whether a termination is with or without Cause, a
voluntary retirement, or due to Disability (as defined in the Plan).
3. OPTION PERIOD
The vested and exercisable portion of the Option, as
determined in accordance with Article 2 of this Agreement, may be exercised for
a period of ten (10) years from the date hereof; provided, however, that if the
Optionee is terminated: (1) for Cause, any unexercised portion of the Option
(whether then exercisable or not) shall, as of the time of the Cause
determination, immediately terminate, (2) due to death or Disability, then the
Option, to the extent that it is exercisable on the date of termination, shall
be exercisable only until the earlier of the one year anniversary of such
termination or ten (10) years from the date hereof; (3) for any other reason
(except as provided in the next sentence), then the Option, to the extent that
it is exercisable on the date of termination, shall be exercisable only until
the earlier of the three month anniversary of such termination or ten (10) years
from the date hereof. If, on or after the date that the Option first becomes
exercisable, Optionee's status as an Employee is terminated due to retirement,
or is terminated involuntarily (other than for Cause or due to death or
Disability) within 6 months following a Change in Control, then the Option shall
be exercisable until ten (10) years from the date hereof.
4. METHOD OF EXERCISING OPTIONS
During the period when the Option may by its terms be
exercised, the Optionee may from time to time exercise the Option in whole or in
part by delivering to the Corporation: (i) a written notice duly signed by the
Optionee, stating the number of shares that the Optionee has elected to purchase
at that time from the Corporation, and (ii) by payment utilizing any of the
methods described in Article 2.3 of the Plan.
5. ISSUANCE OF SHARES
As promptly as practical after receipt of such written
notification and consideration, the Corporation shall issue or transfer to the
Optionee the number of shares with respect to which the Option has been so
exercised and shall deliver to the Optionee a certificate or certificates
therefore in the Optionee's name.
6. DEFINITIONS
(a) The term "subsidiary" as used in this Agreement shall mean
any subsidiary of the Corporation as defined in Section 424(f) of the Code.
(b) The term "parent" as used in this Agreement shall mean any
parent of the Corporation as defined in Section 424(e) of the Code.
(c) Whenever the word "Optionee" is used in any provision of
this Agreement under circumstances where the provision should logically be
construed to apply to the executors, the administrators, or the person or
persons to whom the Option may be transferred by will or by the laws of descent
and distribution or pursuant to a qualified domestic relations order as defined
by the Code or ERISA, the word "Optionee" shall be deemed to include such person
or persons.
7. NON-TRANSFERABILITY
The Option is not transferable by the Optionee otherwise than
by will or the laws of descent and distribution or pursuant to a qualified
domestic relations order and is exercisable during the Optionee's lifetime only
by him. No assignment or transfer of the Option, or of the rights represented
thereby, whether voluntary or involuntary, by operation of law or otherwise
(except by will or the laws of descent and distribution or pursuant to a
qualified domestic relations order, provided that the Corporation is furnished
with written notice of the transfer by will or the laws of descent and
distribution or pursuant to a qualified domestic relations order and a copy of
the will, order and/or such other evidence as the Committee authorized to
administer the Plan may deem necessary to establish to its satisfaction the
validity of the transfer and the acceptance by the transferee or transferees of
the terms and conditions of the Option), shall vest in the assignee or
transferee any interest or right herein whatsoever, but immediately upon such
assignment or transfer the Option shall terminate and become of no further
effect.
8. COMPLIANCE WITH LAW AND REGULATIONS
This Option and the obligation of the Corporation to sell and
deliver shares hereunder, shall be subject to all applicable Federal and State
laws, rules and regulations and to such approvals by any government or
regulatory agency as may be required. The Corporation shall not be required to
issue or deliver any certificates for shares of stock prior to (a) the listing
of such shares on any stock exchange in which the stock may then be listed and
(b) the completion of any registration or qualification of such shares under any
Federal or State law, or any rule or regulation of any government body which the
Corporation shall, in its sole discretion, determine to be necessary or
advisable. Moreover, this Option may not be exercised if its exercise, or the
receipt of shares of stock pursuant thereto, would be contrary to applicable
law.
9. NOTICE
Every notice or other communication relating to this Agreement
shall be in writing, and shall be mailed to or delivered to the party for whom
it is intended at such address as may from time to time be designated by it in a
notice mailed or delivered to the other party as herein provided; provided that,
unless and until some other address is so designated, all notices or
communications by the Optionee to the Corporation shall be mailed or delivered
to the Corporation at its office at 00 Xxxxxxxxx Xxxxxx, Xxxxxx Xxxxxx Xxxxx, XX
00000, Attention: Chief Financial Officer, and all notices or communications by
the Corporation to the Optionee may be given to the Optionee personally or may
be mailed to him or her at the address shown below his or her signature to this
Agreement.
10. ADJUSTMENTS
The provisions of Article VI of the Plan are incorporated
herein.
11. NO RIGHTS AS STOCKHOLDER
Optionee shall have no rights as a stockholder with respect to
any shares of stock subject to this Option prior to the date of issuance to him
of a certificate or certificates for such shares.
12. NO RIGHT TO CONTINUED EMPLOYMENT
This Option shall not confer upon Optionee any right with
respect to continuance of employment by the Corporation or any subsidiary or
parent, nor shall it interfere in any way with the right of the Optionee's
employer to terminate his employment at any time.
13. OPTIONEE BOUND BY PLAN
Optionee hereby acknowledges receipt of a copy of the Plan and
agrees to be bound by all terms and provisions thereof.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and year first above written.
SAGA COMMUNICATIONS, INC.
By:_____________________________________
Xxxxxx X. Xxxxxxx
Xx. Vice President/Secretary
OPTIONEE:
<>
__________________________________
Signature
__________________________________
Social Security Number
<>
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