RESTRICTED STOCK AGREEMENT
THIS AGREEMENT, made as of <>, by and between SAGA
COMMUNICATIONS, INC., a Delaware corporation (the "Corporation"), and
<> (the "Employee").
W I T N E S S E T H
WHEREAS, the Employee is now employed by the Corporation or a
subsidiary of the Corporation and the Corporation desires to have the Employee
remain in such employment and to afford him the opportunity to acquire, or
enlarge, his stock ownership in the Corporation so that the Employee 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 RESTRICTED STOCK
The Corporation grants to the Employee, and the Employee
accepts from the Corporation, <> shares of Class A
Common Stock of the Corporation ("Restricted Stock") subject to the restrictions
and terms contained in this Agreement and the Saga Communications, Inc. 2005
Incentive Compensation Plan (the "Plan"), as amended from time to time. 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. RESTRICTIONS ON TRANSFERABILITY
Restricted Stock may not be transferred, pledged, assigned or
otherwise alienated or hypothecated until the lapse of the Restricted Period
specified in Section 4 below. Prior to the end of the Restricted Period, all
rights with respect to Restricted Stock shall be exercisable during the
Participant's lifetime only by the Participant or the Participant's legal
representative. The shares of Restricted Stock will be held in book entry form
under the name of the Plan and Employee will be listed as the beneficial owner
of the Restricted Stock that has not been forfeited or lapsed and issued as
provided in paragraphs 5 and 6 below. Employee shall have voting rights and
shall be entitled to receive dividends and other distributions (provided,
however, that dividends or other distributions paid in any form other than cash
shall be subject to the same restrictions, forfeitability, terms and conditions
as are applicable to the Restricted Stock until such time as the Restricted
Period of the Restricted Stock with respect to which such distributions have
been made, paid or declared, shall have lapsed).
3. CERTIFICATE LEGEND
a. Any certificate representing shares of Restricted
Stock shall bear the following legend:
"The sale or other transfer of the shares of stock
represented by this certificate, whether voluntary,
involuntary or by operation of law, is subject to
certain restrictions on transfer set forth in the
Saga Communications, Inc. 2005 Incentive Compensation
Plan (the "Plan"), rules and administrative
guidelines adopted pursuant to the Plan and an
Agreement dated <>. A copy of the
Plan, such rules and guidelines and such Agreement
may be obtained from the Secretary of the
Corporation."
b. In addition, if Employee is an affiliate of the
Corporation, as such term is defined and interpreted
under federal securities law, the certificate shall
include the standard legend for "affiliate shares"
and may only be transferred or sold in accordance
with federal securities laws.
4. RESTRICTED PERIOD
The Restricted Period for portions of Restricted Stock granted
under this Agreement shall lapse according to the following schedule:
PORTION OF RESTRICTED STOCK FOR
ANNIVERSARIES OF DATE OF GRANT WHICH RESTRICTIONS LAPSE
March 1, 2006 20%
March 1, 2007 20%
March 1, 2008 20%
March 1, 2009 20%
March 1, 2010 20%
Notwithstanding the foregoing schedule, the Restricted Period shall
lapse with respect to all Restricted Stock upon the occurrence of a Change in
Control of the Corporation, as defined in the Plan, or if the Committee
determines that a Change in Control has occurred, if Employee is an "employee,"
as defined in the Plan, upon the occurrence or deemed occurrence of such Change
in Control. With respect to any fractional shares resulting from the application
of the 20% times the total amount of the Restricted Stock, such fractional
shares shall cumulate and be distributed on the lapsing of the last Anniversary
Date. If this is not possible, Employee will receive the cash value of any
remaining fractional shares.
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5. TERMINATION OF EMPLOYMENT
If the status of Employee as an "employee" as defined in the
Plan) of the Corporation terminates for any reason prior to the lapse of the
Restricted Period, any shares of Restricted Stock as to which the Restricted
Period has not yet lapsed shall be forfeited by Employee. Whether an authorized
leave of absence or absence for 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. The term
"subsidiary" as used in this Agreement shall mean any subsidiary of the
Corporation as defined in Section 424(f) of the Code. The term "parent" as used
in this Agreement shall mean any parent of the Corporation as defined in Section
424 of the Code.
6. ISSUANCE OF SHARES
Upon the lapse of the Restricted Period with respect to
portions of Restricted Stock, Employee shall be entitled to (i) delivery of
certificates representing shares of the common stock of the Corporation formerly
restricted (and any applicable stock distributions) and to have removed from
such certificates the legend required by Article 3a above, or, (ii) in the case
of Restricted Stock Units, at the option of the Employee, payment of the
equivalent cash value of such common stock. Transfer by the Corporation of such
shares or payment of cash shall occur as promptly as practicable after the lapse
of the relevant Restricted Period.
7. COMPLIANCE WITH LAW AND REGULATIONS
This Agreement and the obligation of the Corporation to
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, the Corporation shall not be required to deliver shares if
the transfer or the receipt of such shares of stock would be contrary to
applicable law.
8. 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 Employee 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 Employee may be given to the Employee personally or may
be mailed to him or her at the address shown below his or her signature to this
Agreement.
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9. ADJUSTMENTS
The provisions of Article VI of the Plan are incorporated
herein.
10. NO RIGHT TO CONTINUED EMPLOYMENT
This Agreement shall not confer upon Employee 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 Employee's
employer to terminate his employment at any time.
11. EMPLOYEE BOUND BY PLAN
Employee 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
EMPLOYEE:
<>
__________________________________
Signature
__________________________________
Social Security Number
<>
<>, <> <>
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