Exhibit 10.20 (b)


 


YOUNG BROADCASTING INC.


1995 STOCK OPTION PLAN


STOCK OPTION AGREEMENT


AGREEMENT, dated as of                     ,
between Young Broadcasting Inc., a Delaware corporation (the “Company”), and                     
(the “Optionee”).


W I T N E S S E T H:


WHEREAS, on February 3,
2004, the Board of Directors of the Company (the “Board”) adopted the Young
Broadcasting Inc. 2004 Equity Incentive Plan (the “Plan”) as a continuation,
and an amendment and restatement, of the previously adopted 1995 Stock Option
Plan.  The Plan authorizes the grant of
options to purchase shares of the common stock, $.001 par value (“Common
Stock”), of the Company to directors, officers and employees of the Company and
to other individuals; and


WHEREAS, the Board has appointed
a committee (the “Committee”) to administer the Plan, and the Committee has
determined that it would be in the best interests of the Company to grant the
option documented herein.


NOW,
THEREFORE, the parties hereto hereby agree as follows:


1.             Grant of Option. 
Subject to the terms and conditions of the Plan and as set forth herein,
the Company hereby grants to the Optionee, as of the date hereof, an option
(the “Option”) to purchase from the Company all or any part of an aggregate
number of            shares
of Class [A] [B] Common Stock (the “Optioned Shares”).


2.             Installment Exercise.  Subject to such further limitations as are
provided in the Plan and as set forth herein, the Option shall become
exercisable on the dates and at the per share prices (“Option Price”) set forth
below, the Optionee having the right hereunder to purchase from the Company the
indicated number of Optioned Shares upon exercise of the Option, on and after
such dates, in cumulative fashion:


 




	
   

  Exercise Date

  	
  Incentive

  Optioned Shares

  	
  Non-Qualified

  Optioned Shares

  	
   

  Price

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  






 


Only those Optioned
Shares indicated above as “Incentive Optioned Shares” are intended by the
parties hereto to be, and be treated as, “incentive stock options” (as such
term is defined under Section 422 of the Internal Revenue Code of 1986, as
amended (the “Code”)).  The Option may
not be exercised with respect to less than 100 Optioned Shares (or the Optioned
Shares then subject to purchase under the Option, if less than 100 shares) or
for any fractional shares.


3.             Termination of Option.  (a) 
The Option, to the extent not previously exercised, shall terminate and
become null and void upon the expiration of ten years after the date hereof
(the “Option Term”).


 





















 


(b)           Subject to the provisions of Section
4 hereof, and except as otherwise provided in this Section 3, upon the
Optionee’s ceasing for any reason to be employed by the Company (such
occurrence being a “termination of the Optionee’s employment”), the Option, to
the extent not previously exercised, shall terminate and become null and void
three months after such termination of the Optionee’s employment, or upon the
expiration of the Option Term, whichever occurs first.


(c)           Upon a termination of the Optionee’s
employment for “cause” (as determined by the Board in its sole discretion), the
Option, to the extent not previously exercised, shall terminate and become null
and void immediately upon such termination of the Optionee’s employment.


(d)           Upon a termination of the Optionee’s
employment by reason of permanent disability (within the meaning of Section
22(e)(3) of the Code) or by reason of the death of the Optionee, the Option, to
the extent not previously exercised, shall terminate and become null and void
twelve months after such termination of the Optionee’s employment, or upon the
expiration of the Option Term, whichever occurs first.


4.             Exercisability. 
(a)  Except as otherwise provided
in this Section 4, upon a termination of the Optionee’s employment, the Option
shall be exercisable only to the extent that the Option has accrued and is in
effect on the date of such termination of the Optionee’s employment.


(b)           Upon a termination of the Optionee’s
employment by reason of permanent disability (as defined above) or by reason of
the death of the Optionee, the Option shall immediately upon the date of such
termination of the Optionee’s employment become exercisable with respect to the
full number of Optioned Shares not previously exercised, whether or not under
the provisions of Section 2 hereof the Optionee was entitled to do so on such
date.  To the extent exercisable, the
Option may be exercised by a legal representative on behalf of the Optionee in
the event of such permanent disability, or, in the case of the death of the
Optionee, by the estate of the Optionee or by any person or persons who
acquired the right to exercise the Option by bequest or inheritance or by
reason of the death of the Optionee.


5.             Manner of Exercise.  (a) 
The Option may be exercised in full at one time or in part from time to
time for the number of Optioned Shares then exercisable by giving written
notice, signed by the person exercising the Option, to the Company, stating the
number of Optioned Shares with respect to which the Option is being exercised
and the date of exercise thereof, which date shall be at least five days after
the giving of such notice.


(b)           Full payment by the Optionee of the
Option Price for the Optioned Shares purchased shall be made on or before the
exercise date specified in the notice of exercise by delivery of (i) cash or a
check payable to the order of the Company in an amount equal to such Option
Price, (ii) shares of Common Stock owned by the Optionee having a fair market
value equal in amount to such Option Price, or (iii) any combination of the
preceding clauses (i) and (ii).


(c)           The Company shall be under no
obligation to issue any Optioned Shares unless the person exercising the
Option, in whole or in part, shall give a written representation and
undertaking to the Company which is satisfactory in form and substance to
counsel for the Company and upon which, in the opinion of such counsel, the
Company may reasonably rely, that he or she is acquiring  such Optioned Shares for his or her own
account as an investment and not with a view to, or for sale in connection
with, the distribution of any such Optioned Shares, and that he or she will
make no transfer of the same except in compliance with any rules and
regulations in force at the time of such transfer under the Securities Act of
1933, or any other applicable law.


 


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(d)           Upon exercise of the Option in the
manner prescribed by this Section 5, delivery of a certificate for the Optioned
Shares then being purchased shall be made at the principal office of the
Company to the person exercising the Option within a reasonable time after the
date of exercise specified in the notice of exercise.


6.             Non-Transferability of Option.  The Option shall not be assignable or
transferable by the Optionee other than by will or the laws of descent, and
shall be exercisable during the lifetime of the Optionee only by the
Optionee.  The Option shall terminate and
become null and void immediately upon the bankruptcy of the Optionee, or upon
any attempted assignment or transfer except as herein provided, including
without limitation, any purported assignment, whether voluntary or by operation
of law, pledge, hypothecation or other disposition, attachment, trustee process
or similar process, whether legal or equitable, upon the Option.


7.             No Special Employment Rights.  Neither the granting of the Option nor its
exercise shall be construed to confer upon the Optionee any right with respect
to the continuation of his or her employment by the Company (or any subsidiary
of the Company) or interfere in any way with the right of the Company (or any
subsidiary of the Company), subject to the terms of any separate employment
agreement to the contrary, at any time to terminate such employment or to
increase or decrease the compensation of the Optionee from the rate in
existence as of the date hereof.


8.             No Rights of Stockholder.  The Optionee shall not be deemed for any
purpose to be a stockholder of the Company with respect to the Option except to
the extent that the Option shall have been exercised with respect thereto and,
in addition, a stock certificate shall have been issued theretofore and
delivered to the Optionee.


9.             Amendment. 
Subject to the terms and conditions of the Plan, the Board or the
Committee, whichever shall then have authority to administer the Plan, may
amend this Agreement with the consent of the Optionee when and subject to such
conditions as are deemed to be in the best interests of the Company and in
accordance with the purposes of the Plan.


10.           Notices.  Any communication or notice required or
permitted to be given hereunder shall be in writing, and, if to the Company, to
its principal place of business, attention: 
Secretary, and, if to the Optionee, to the address as appearing on the
records of the Company.  Such
communication or notice shall be deemed given if and when (a) properly
addressed and posted by registered or certified mail, postage prepaid, or (b)
delivered by hand.


11.           Incorporation of Plan by Reference.  The Option is granted pursuant to the terms
of the Plan, the terms of which are incorporated herein by reference, and the
Option shall in all respects be interpreted in accordance with the Plan.  The Board or the Committee, whichever shall
then have authority to administer the Plan, shall interpret and construe the
Plan and this Agreement, and their interpretations and determinations shall be
conclusive and binding upon the parties hereto and any other person claiming an
interest hereunder, with respect to any issue arising hereunder or thereunder.


12.           Governing Law.  The validity, construction and interpretation
of this Agreement shall be governed by and determined in accordance with the
laws of the State of New York.


 


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IN WITNESS WHEREOF, the undersigned
have executed this Agreement as of the date above written.


	
   

  	
  YOUNG BROADCASTING INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
    Name:

  
	
   

  	
    Title:

  
	
   

  	
   

  
	
   

  	
  OPTIONEE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   Name:

  



 


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