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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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                                                                    FORM 1 (ISO)

 

                             STOCK OPTION AGREEMENT

 

         THIS AGREEMENT, made as of ________________, 20__, 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 INCENTIVE 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 an

Incentive 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, $.01 par value ("Class A

Common Stock"), at a price per share of $______ (110% of FMV if granted to

greater than 10% shareholder), 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 March 1, 200__. Subject to the terms and conditions set forth

herein, the Option shall be vested and exercisable beginning on March 1, 200__,

to the extent of 20% of the shares covered thereby, and an additional 20%

beginning on March 1 of each of the years 200__, 200__, 200__, and 200__,

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

 

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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).

 

                  During any calendar year, the Optionee may exercise the Option

only to the extent that the aggregate fair market value of the Class A Common

Stock (determined in accordance with the Plan) with respect to which the Options

are exercisable for the first time by the Optionee during such calendar year

(under this Plan and all similar plans of the Corporation by which the Optionee

is employed and its parent or subsidiary corporations) does not exceed $100,000.

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