EXHIBIT 10(D)(1)
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 a member of the Board of Directors of the
Corporation who is not an employee of the Corporation and the Corporation
desires to have the Optionee remain in such position and to afford him the
opportunity to acquire, or enlarge, his 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 Corporation's 1997 Non-Employee Director
Stock Option Plan, as amended from time to time (the "Plan"), the Corporation
hereby grants to the Optionee a non-qualified stock option (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, $.01 par
value ("Class A Common Stock"), at a price per share of $ .01.
2. Vesting and Exercise of Option. The Option shall be vested and
immediately exercisable as of the date hereof.
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.
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)
either cash or a personal check payable to the Corporation.
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
therefor in the Optionee's name.
6. Definitions. (a) 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.
(b) The term "Code" means the Internal Revenue Code of 1986, as
amended.
(c) The term "ERISA" means the Employee Retirement Income Act of
1974, as amended.
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 as defined by the Code or ERISA, 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 (i) the listing of such shares on any stock exchange in which the stock may
then be listed and (ii) 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. In the event of any change in the voting Common Stock
of the Corporation by reason of any stock dividend, recapitalization,
reorganization, merger, consolidation, split-up, combination or exchange of
voting Common Stock, or any rights offering to purchase voting Common Stock at a
price substantially below fair market value, or of any similar change affecting
the voting Common Stock, then in any such event the number and kind of shares
subject to this Option and their purchase price per share shall be appropriately
adjusted consistent with such change in such manner as the Committee authorized
to administer the Plan may deem equitable to prevent substantial dilution or
enlargement of the rights granted to Optionee hereunder. Any adjustment so made
shall be final and binding upon the Optionee.
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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. 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:
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Xxxxxx X. Xxxxxxx
Vice President/Secretary
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Optionee Name
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Social Security Number
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Address of Optionee
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