Exhibit
10.20 (c)


 


Name of Grantee:                 


Grant Date:


Number of Shares: 
              


 


 


 


YOUNG
BROADCASTING INC.


2004 EQUITY INCENTIVE PLAN


RESTRICTED SHARES AGREEMENT


 


This Restricted Shares Award Agreement (the
“Agreement”) contains the terms and conditions of the Restricted Shares Award
granted to you by Young Broadcasting Inc., a Delaware corporation (the
“Company”).


 


1.             Grant of Restricted Shares.  The Company hereby grants to you, effective
on the Grant Date (shown above), the right to receive             
shares of Class [A] [B] Common Stock in the form of Restricted Shares.


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 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 the Vesting Date, you will
immediately forfeit all remaining Restricted Shares and all of your rights to
and interest in such remaining Restricted Shares 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 Restricted Shares granted hereunder shall immediately vest.


5.             Transfer Restrictions.  The Restricted Shares 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. 
The Restricted Shares shall be subject to a risk of forfeiture upon your
Termination of Affiliation until the end of the Vesting Date (as defined in
Section 3 above).


6.             Stock
Power and Delivery of Restricted Shares. 
Certificates representing the Restricted Shares will be held by the
Company for you until the Vesting Date. 
Upon issuance of the Restricted Shares in your name, you will be the
holder of record of the Restricted Shares and will have all rights of a
shareholder 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), subject only to the terms and
conditions imposed by this Agreement.  You agree to sign and deliver to
the Company a stock power relating to the Restricted Shares.


If any Restricted Shares are forfeited hereunder at
any time prior to the Vesting Date of such Restricted Shares, appropriate
officers of the Company shall direct the transfer agent and registrar of the
Company’s Common Stock to make appropriate entries upon their records showing
cancellation of the certificate or certificates for such Restricted Shares.


Upon vesting of any shares of Restricted Shares
hereunder in accordance with Section 3 or Section 4 above, and your delivery to
the Company of the amount necessary to satisfy the Company’s federal, state and
local employment and income tax withholding obligation as provided in Section 12, the Company shall cancel the stock power with respect
to such vested Restricted Shares and the Company shall deliver such shares to
you.  Thereafter, such shares shall cease
to be Restricted Shares and shall be nonforfeitable and freely transferable,
except as provided in Section 10.


7.             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 8 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 7, you shall be required to return to the
Company any cash, Restricted Shares or other property you receive upon
settlement of this Award (or, if you have sold such Restricted Shares or other
property, any gain you realized upon the sale of such Restricted Shares or
other property) and upon return of any such Restricted Shares or other property
to the Company, the Company shall return to you the lesser of 


 


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(a) the amount that you paid to the Company for such
Restricted Shares or other property or (b) the Fair Market Value of such
Restricted Shares or other property determined as of the date such Restricted
Shares or property are returned to the Company.


8.             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 7 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 defense against any
claim of breach of this Agreement, or 


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                                                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 8
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.


9.             No Special Employment Rights.  Neither the granting nor the vesting of the
Restricted Shares 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.


10.           Investment Intent; Transfer
Restrictions.  You are acquiring the
Restricted Shares 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 the Restricted Shares. 
You understand that the right to transfer Restricted Shares or
unrestricted shares of Common Stock obtained upon vesting of the Restricted
Shares 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 Restricted Shares or unrestricted
Common Stock obtained upon vesting of the Restricted Shares and issue “stop
transfer” instructions requiring compliance with applicable securities laws and
the terms of the Restricted Shares.


11.           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 provisions of the Plan.


12.           Tax Withholding.  Whenever any Restricted Shares vest 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


 


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deliverable to you as a
result of the vesting of Restricted Shares a number of shares 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; 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 as a result of the vesting of Restricted Shares 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.


13.           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.


14.           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.


15.           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 Delaware.


16.           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 Restricted Shares.  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.


 


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  YOUNG
  BROADCASTING INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  James A. Morgan

  
	
   

  	
  Executive Vice
  President

  
			



 


 


 


GRANTEE:


 


I accept the terms
and conditions of my Restricted Shares award issued hereunder as set forth in
this Agreement, subject to the terms and conditions of the Plan.


 


 


	
   

  	
   

  	
   

  
	
  [Name of Grantee]

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated as of

  	
   

  	
   

  



 


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