EXHIBIT 10 (k)


 


CHANGE IN CONTROL AGREEMENT


 


This Change
in Control Agreement (this “Agreement”) between SAGA COMMUNICATIONS, INC. (the “Corporation”) and the undersigned
executive (“Executive”) is effective on the date set forth following the parties’ signatures below.


 


RECITALS


 


Executive
is a valued member of the Corporation’s management team. The Corporation desires to furnish Executive with a payment in the
event of a Change in Control, subject to the terms and conditions set forth in this Agreement.


 


The Corporation
and Executive agree as follows:


 


1. Change
in Control Definition. For the purpose of this Agreement, “Change in Control” shall mean the occurrence, subsequent
to the effective date of this Agreement, of any of the following:


 


(a) Any
“person” or “group” (within the meaning of Section 13(d) and 14(d)(2) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”)) other than Edward K. Christian, the Corporation, any trustee or other fiduciary
holding Corporation common stock under an employee benefit plan of the Corporation or a related company, or any corporation which
is owned, directly or indirectly, by the stockholders of the Corporation in substantially the same proportions as their ownership
of the Corporation’s common stock, is or becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of more than thirty percent (30%) of the combined voting power of the Corporation’s then outstanding
securities and Edward K. Christian ceases to be the Chairman and Chief Executive Officer of the Corporation;


 


(b) The
consummation of a merger or consolidation of the Corporation with any other corporation, other than a merger or consolidation which
would result in the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either
by remaining outstanding or being converted into voting securities of the surviving entity) more than fifty percent (50%) of the
combined voting securities of the Corporation or such surviving entity outstanding immediately after such merger or consolidation;
or


 


(c) The
approval of the stockholders of the Corporation of a plan of complete liquidation of the Corporation or an agreement for the sale
or disposition by the Corporation of all or substantially all of its assets.


 



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2. Change in Control
Payment. The Corporation shall pay Executive a lump sum payment (the “Change in Control Payment”) within
forty-five (45) days after the consummation of a Change in Control. Notwithstanding the previous sentence, if Executive
is furnished with the notice under Section 4 of this Agreement, the time of the Change in Control Payment and conditions
of such payment shall be governed by Section 4. The Change in Control Payment shall be calculated at one and one-half
(1.5) times the average of Executive’s last three (3) full calendar years of Cash Compensation. “Cash
Compensation” means the total of Executive’s base salary and any annual cash bonus paid. The change in Control
Payment shall be due only upon consummation of the first Change in Control following the effective date of this Agreement and
not upon any subsequent Change in Control. In the event that the Change in Control Payment would constitute a
“parachute payment” within the meaning of Section 280G of the Internal Revenue Code and the Change in
Control Payment would be subject to the excise tax imposed by Section 4999 of such Code, the Corporation shall pay
Executive an additional amount such that the net amount retained by Executive, after deduction of such excise tax on the
Change in Control Payment and any federal, state and local income tax and payroll tax on the additional amount paid, but
before deduction for any federal, state and local income tax and payroll tax on the Change in Control Payment, shall be
equal to the Change in Control Payment. The good faith opinion of the Corporation’s independent certified public
accountants, appointed prior to the Change in Control, that the Change in Control Payment is not a “parachute
payment” or is not subject to such excise tax, shall be conclusive. The Corporation shall bear the cost of any such
opinion by such accountant.


 


3. Termination
of Employment. If Executive’s employment is terminated by the Corporation without Cause within six (6) months prior
to the consummation of a Change in Control, then Executive shall be paid the Change in Control Payment at the time set forth in
Section 2. For the purpose of this Agreement, “Cause” means (a) willful dishonesty involving the Corporation,
excluding good faith expense account disputes, (b) conviction of or entering of a no contest plea to a felony or other crime
involving material dishonesty or moral turpitude, (c) material failure or refusal to perform Executive’s duties or other
lawful directive from the Corporation’s CEO or Board of Directors which is not cured by the Executive within ten (10) days
after receipt by Executive of a written notice from the Corporation specifying the details thereof, (d) willful violation
by Executive of the Corporation’s lawful policies or of Executive’s fiduciary duties, which violation is not cured
by the Executive within ten (10) days after receipt by Executive of a written notice from the Corporation specifying the details
thereof, (e) Executive’s willful violation of the Corporation’s published business conduct guidelines, code of
ethics, conflict of interest or similar policies or (f) illegal drug or substance abuse or addiction by Executive which is
not protected by law.


 


Except
as set forth in this Section 3, Executive shall not be paid the Change in Control Payment unless Executive is employed with
the Corporation at the time that the Change in Control is consummated.


 


4. Condition
of Continued Employment. In the event of a Change in Control (other than the approval of a plan of liquidation described in
Section 1(c)), the Corporation (or surviving entity in the event of a merger or consolidation) may require as a condition
to the Change in Control Payment that Executive continue in employment for a period of up to six (6) months after the consummation
of the Change in Control (“Period of Continued Employment”). The Corporation or surviving entity shall inform Executive
of the condition of continued employment through a written notice furnished by personal delivery, overnight delivery by a recognized
carrier or certified mail, return receipt requested, delivered within forty-five (45) days after the consummation of the Change
in Control. During the Period of Continued Employment Executive’s pre-existing salary (or greater amount), benefits (or similar
benefits which are equivalent in the aggregate) and duties (or comparable duties) shall remain effective and the location of Executive’s
employment shall not, without Executive’s consent, be changed from the location immediately prior to the Change in Control.
If this Section 4 applies, Executive shall be paid the Change in Control Payment upon completion of the Period of Continued
Employment. If Executive fails to remain employed and complete the Period of Continued Employment for any reason other than (a) termination
without Cause by the Corporation or such surviving entity, (b) death, (c) disability as determined by a physician acceptable
to Executive and the Corporation or such surviving entity or (d) breach of this Agreement by the Corporation or such surviving
entity, then Executive shall not be paid the Change in Control Payment.


 




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5. Miscellaneous.


 


(a) Successors.
This Agreement shall bind any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Corporation, in the same manner and to the same extent that the Corporation
would be obligated under this Agreement if no succession had taken place. In the case of any transaction in which a successor would
not, by the foregoing provision or by operation of law, be bound by this Agreement, the Corporation shall require such successor
expressly and unconditionally to assume and agree to perform the obligations of the Corporation under this Agreement, in the same
manner and to the same extent that the Corporation would be required to perform if no such succession had taken place. This Agreement
may not be assigned by Executive but shall inure to the benefit of Executive, his heirs and personal representatives.


 


(b) Employment
Status. This Agreement does not constitute a contract of employment or impose upon the Corporation any obligation to retain
Executive as an employee, to change the status of Executive’s employment, or to change any employment policies of the Corporation.


 


(c) Withholding
of Taxes. The Corporation shall withhold from any amounts payable under this Agreement all federal, state, local or other taxes
that are legally required to be withheld.


 


(d) No
Effect on Other Benefits. Benefits payable under this Agreement shall not be counted as compensation for purposes of determining
benefits under other benefit plans, programs, policies and agreements, except to the extent expressly provided therein.


 


(e) Validity
and Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability
of any other provision of the Agreement, which shall remain in full force and effect.


 


(f) Settlement
of Claims. The Corporation’s obligation to make the payment provided for in this Agreement shall not be affected by any
set-off, counterclaim, defense, recoupment or other right which the Corporation may have against the Executive.


 


(g) Governing
Law. The Agreement shall be governed by and construed in accordance with the laws of the State of Michigan.


 




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(h) Entire
Agreement. This Agreement sets forth the entire understanding of the Corporation and Executive with respect to its subject
matter, merges and supersedes all prior and contemporaneous understandings with respect to its subject matter, and may not be waived
or modified, in whole or in part, except by a writing signed by each of the parties hereto.


 


(i) Counterparts.
This Agreement may be executed counterpart, which together will constitute but one and the same instrument and may be sufficiently
evidenced by any one counterpart.


 


The Corporation
and Executive have executed this Agreement as of the date set forth below.


 





	SAGA
    COMMUNICATIONS, INC.	 	EXECUTIVE	 	 
	 	 	 	 	 	 	 
	By:	 	/s/
    Jonathan Firestone	 	/s/
    Catherine A. Bobinski	 	(SIGN)
	 	 	 	 	 	 	 
	Its:	 	Chairman,
    Compensation Committee	 	Catherine
    A. Bobinski	 	(PRINT)







  


Effective
Date: December 28, 2007

 




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