Exhibit
10.20 (d)


 


Name of Grantee: 
                            


Grant Date:


Number of Shares: 
                           


 


 


YOUNG
BROADCASTING INC.


2004 EQUITY INCENTIVE PLAN


DEFERRED STOCK AGREEMENT


 


This Deferred Stock Award Agreement (the “Agreement”)
contains the terms and conditions of the Deferred Stock Award of restricted
stock units granted to you by Young Broadcasting Inc., a Delaware corporation
(the “Company”).


 


1.             Grant of Deferred Stock.  The Company hereby grants to you, effective
on the Grant Date (shown above), the right to receive             
shares of Class [A] [B] Common Stock of the Company (“Shares”) following your
termination of employment as described in Section 6 below.  Before the Shares are delivered to you, they
are referred to in this Agreement as “Deferred Stock.”  Until the Shares are delivered to you, you
will have no rights as a stockholder of the Company with respect to the
Deferred Stock.


2.             2004
Equity Incentive Plan Governs.  The
Award and this Agreement are subject to the terms of the Young Broadcasting
Inc. 2004 Equity Incentive Plan (the “Plan”). 
The Plan is incorporated in this Agreement by reference and all
capitalized terms used but not defined in this Agreement have the meaning set
forth in the Plan.  By accepting this
Award, you acknowledge receipt of a copy of the Plan and the prospectus
covering the Plan and acknowledge that the Award is subject to all the terms
and provisions of the Plan.  You further
agree to accept as binding, conclusive and final all decisions and
interpretations by the Committee of the Plan upon any questions arising under
the Plan.


3.             Vesting.  The number of shares of Deferred Stock set
forth below shall vest as of the “Vesting Dates” specified in the table below, provided that you have not had a
Termination of Affiliation prior to such Vesting Date.  




	
  Vesting Date

  	
   

  	
  Number
  of Shares Vesting

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  






 


 





















 


Except as provided in
Section 4, if you have a Termination of
Affiliation prior to a Vesting Date, you will immediately forfeit all unvested
shares of Deferred Stock, and all of your rights to and interest in such
remaining unvested Deferred Stock shall terminate upon forfeiture without
payment of any consideration.


4.             Acceleration
of Vesting.  Notwithstanding Section 3, upon your Termination of Affiliation due to death or
Disability, all shares of Deferred Stock granted hereunder shall immediately
vest.


5.             Transfer Restrictions.  The Deferred Stock may not be sold, assigned,
alienated, pledged, attached, sold or otherwise transferred or encumbered by
you, and any purported assignment, alienation, pledge, attachment, sale,
transfer or encumbrance shall be void and unenforceable against the Company or
any Affiliate.


6.             Delivery
of Common Stock in Settlement of Deferred Stock.  The Company will deliver Common Stock
certificates to you in settlement of all vested shares of Deferred Stock on the
last business day of the week following the week of your Termination of
Affiliation for any reason or no reason (the “Settlement Date”); provided that
no such delivery shall be made until you have delivered to the Company the
amount necessary for the Company to satisfy its federal, state and local
employment and income tax withholding obligation as provided in Section 13.


You shall have no right to receive
the Common Stock certificates in settlement of the Deferred Stock until the
Settlement Date and shall have no rights as a stockholder of the Company with
respect to the Deferred Stock until the Company delivers such Common Stock
certificates.  Upon issuance of the shares of Common
Stock in your name in settlement of the Deferred Stock, you will be the holder
of record of such Common Stock and will have all rights of a stockholder with
respect to such Shares (including the right to vote such Shares at any meeting
of shareholders of the Company and the right to receive all dividends paid with
respect to such Shares).


7.             Dividend Equivalents on Deferred Stock.  Whenever
dividends are paid or distributions made with respect to shares of Common
Stock, you will be credited with Dividend Equivalents (as defined in the Plan)
with respect to the Deferred Stock credited to you as of the record date for
such dividend or distribution.  Such
Dividend Equivalents will credited to you in the form of additional shares of
Deferred Stock in a number determined by dividing the aggregate value of such
Dividend Equivalents by the fair market value of a share of Common Stock at the
payment date of the dividend or distribution. 
The additional Deferred Stock credited to you pursuant to this Section 7
will be subject to the same vesting and delivery conditions that apply
to the shares of Deferred Stock with respect to which the Dividend Equivalents
are issued.


8.             Grantee
Certification; Cancellation and Rescission of Award.  Upon settlement of this Award upon your
Termination of Affiliation, you shall certify on a form acceptable to the
Committee that you have not engaged in any Wrongful Activities (as defined in
the Plan and which also includes a breach of any one or more of the restrictive
covenants in Section 9 below).  In
addition, the settlement of this Award shall be cancelled and/or rescinded if
the Committee determines that you have engaged in any Wrongful Activities at
any time prior to the settlement of this Award or at any time during the one
(1) year period following such settlement. 
In the event this Award is cancelled or rescinded pursuant to this
Section 8, you shall be required to return to the 


 


2





















 


Company
any cash, Shares or other property you receive upon Settlement of this Award
(or, if you have sold such Shares or other property, any gain you realized upon
the sale of such Shares or other property) and upon return of any such Shares
or other property to the Company, the Company shall return to you the lesser of
(a) the amount that you paid to the Company for such Shares or other
property or (b) the Fair Market Value of such Shares or other property
determined as of the date such Shares or property are returned to the Company.


9.             Restrictive
Covenants.  By accepting the Award
under this Agreement, you agree to the following restrictive covenants and
acknowledge that a breach of any one or more of the following covenants could
be determined to be a Wrongful Activity (as defined in the Plan) by the
Committee and as described in Section 8 above.


(a)                                  Confidentiality. 
You acknowledge that it is the policy of the Company and its subsidiaries
to maintain as secret and confidential all valuable and unique information and
techniques acquired, developed or used by the Company and its subsidiaries
relating to their businesses, operations, employees and customers
(“Confidential Information”).  You
recognize that the Confidential Information is the sole and exclusive property
of the Company and its Affiliates, and that disclosure of Confidential
Information would cause damage to the Company and its Affiliates.  You shall not at any time disclose or
authorize anyone else to disclose any Confidential Information or proprietary
information that is (i) disclosed to or known by you as a result or
consequence of or through your employment with the Company, (ii) not
publicly or generally known outside the Company and (iii) relates in any
manner to the Company’s business.


(b)                                 Non-Competition. 
You understand that you may be exposed to confidential information and
trade secrets of the Company or its customers, including (without limitation)
intimate knowledge of customers, supplier requirements, business procedures,
price lists, financial data, records and customer lists (hereinafter called
“Confidential Information”). 
Confidential Information has been and will continue to be developed for
the commercial advantage and at the expense of the Company and it is important
to the Company to maintain the proprietary and confidential nature of Confidential
Information to the fullest extent possible. 
Upon Termination of Affiliation for any reason, you shall not take any
notes, manuals, records, charts, customer or supplier lists or other documents
or things containing in whole or in part any of the Company’s Confidential
Information.  All Confidential
Information shall, upon Termination of Affiliation, be returned to the Company.


(c)                                  Non-Disparagement. 
For a continuous uninterrupted period of one (1) year after your
Termination of Affiliation regardless of the reason thereof, you will not
directly or indirectly, or through, on behalf of, or in conjunction with any
person, persons, partnership, corporation, or other business association, make
any statement or disclosure that disparages the Company or any of its
Affiliates and is intended or reasonably likely to result in material harm to
the Company or any of its Affiliates, provided, however, that the
provisions of this subsection (i) shall not apply to your testimony as a
witness, compliance with other legal obligations, your assertion or 


 


3





















 


                                                defense against any claim of breach of this
Agreement, or statements or disclosures to members of the Board of Directors of
the Company, and (ii) shall not require false statements or disclosures to be
made.


(d)                                 Remedy.  You
understand and agree that irreparable harm will result from any breach of this
Section 9 and monetary damages will not provide adequate relief or remedy.  Accordingly, you and Company specifically
agree that, in the event that you shall breach any of your obligations under
this Section 8, the Company shall be entitled to injunctive relief and,
without limiting the generality of the foregoing, the Company shall be allowed
to pursue any and all remedies it may have at law or in equity for such breach.


10.           No Special Employment Rights.  Neither the granting nor the vesting of the
Deferred Stock under this Agreement shall be construed to confer upon you any
right with respect to the continuation of your employment by the Company (or
any Affiliate of the Company) or interfere in any way with the right of the
Company (or any Affiliate 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 your compensation from the rate in existence as of
the date hereof.


11.           Investment Intent; Transfer
Restrictions.  You will acquire any
Common Stock issued in settlement of the Deferred Stock for your own account
for investment purposes only and not with a present view to, or for resale in
connection with, any distribution thereof, or any direct or indirect
participation in any such distribution, in whole or in part, within the meaning
of the Securities Act of 1933, as amended (the “Securities Act”).  No arrangement exists between you and the
Company and any other person regarding the resale or distribution of any Common
Stock to be delivered in settlement of the Deferred Stock.  You understand that the right to transfer unrestricted
shares of Common Stock obtained upon settlement of the Deferred Stock is not
permitted absent registration under the Securities Act or an exemption
therefrom.


The Company may, without liability for its good faith
actions, place legend restrictions upon the unrestricted Common Stock obtained
upon settlement of the Deferred Stock and issue “stop transfer” instructions
requiring compliance with applicable securities laws.


12.           Amendment.  Subject to the terms and conditions of the
Plan, the Board or the committee appointed by the Board to administer this
Plan, whichever shall then have authority to administer the Plan, may amend
this Agreement subject to such conditions as are deemed to be in the best
interests of the Company and in accordance with the purposes and the provisions
of the Plan.


13.           Tax Withholding.  Whenever any Common Stock is delivered in
settlement of Deferred Stock under the terms of this Agreement (a “Taxable
Event”), you must remit or, in appropriate cases, agree to remit when due, the
minimum amount necessary for the Company to satisfy all of its federal, state
and local withholding (including FICA) tax requirements relating to such
Taxable Event.  The Committee may require
you to satisfy these minimum withholding tax obligations by any (or a
combination) of the following means: (i) a cash payment; (ii) withholding
from compensation otherwise payable to you; (iii) authorizing the Company to
withhold from the Shares of Common Stock deliverable to in settlement of
Deferred Stock, as applicable, a number of Shares having a fair market value,
as of the date the withholding tax obligation arises, less than or 


 


4





















 


equal to the amount of
the withholding obligation; or (iv) delivering to the Company unencumbered
“Mature Shares” (as defined below) of Common Stock having a fair market value,
as of the date the withholding tax obligation arises, less than or equal to the
amount of the withholding obligation. 
The Company will not deliver the Shares of Common Stock otherwise
deliverable to you in settlement of Deferred Stock unless you remit (or in
appropriate cases agree to remit) all withholding tax requirements relating to
the Taxable Event.


The term “Mature Shares” as used herein shall mean
shares of Common Stock for which the holder has good title, free and clear of
all liens and encumbrances, and which such holder either (i) has held for at
least six months or (ii) has purchased on the open market.


14.           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 you, 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.


15.           Administration.  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.


16.           Governing Law.  The validity, construction and interpretation
of this Agreement shall be governed by and determined in accordance with the
laws of the Delaware.


17.           Tax Consultation.  Your signature on this Agreement means that
you understand that you will incur tax consequences as a result of vesting or
disposition of the Deferred Stock.  You
agree to consult with any tax consultants you think advisable in connection
with the vesting of the Shares and acknowledge that you are not relying, and
will not rely, on the Company for any tax advice.


 


 


 


 


[Intentionally Left
Blank]


 


5





















 


	
   

  	
  YOUNG
  BROADCASTING INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  James A. Morgan

  
	
   

  	
  Executive Vice
  President

  
			



 


 


GRANTEE:


 


I accept the terms
and conditions of my Deferred Stock award as set forth in this Agreement,
subject to the terms and conditions of the Plan.


 


 


	
   

  	
   

  
	
  [Name of Grantee]

  	
   

  
	
   

  	
   

  
	
  Dated as of