STOCK OPTION AGREEMENTEquity Contribution Agreement |
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STOCK OPTION AGREEMENT
THIS AGREEMENT, made as of <<Date_of_Grant>>, by and between SAGA
COMMUNICATIONS, INC., a Delaware corporation (the "Corporation"), and
<<Employee>> (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,
<<Number_of_Shares>> shares of the Corporation's Class A Common Stock, ("Class A
Common Stock"), at a price per share of <<Price_Per_Share>>, 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 <<First_Vesting_Date>>. Subject to the terms and conditions
set forth herein, the Option shall be vested and exercisable beginning on
<<First_Vesting_Date>>, 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
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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, a






