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STOCK OPTION AGREEMENT

Equity Contribution Agreement

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This Equity Contribution Agreement involves

SAGA COMMUNICATIONS INC

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Title: STOCK OPTION AGREEMENT
Date: 8/9/2005
Industry: BRDCST     Sector: SERVIC

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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

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