Exhibit 10(w)


 


 


FORM OF
RESTRICTED STOCK AGREEMENT


 


 


 


THIS AGREEMENT,
made as of ________________, 20__, by and between SAGA COMMUNICATIONS, INC., a Delaware corporation (the “Corporation”),
and ______________________________ (the “Grantee”).


 


W I T N E S S E T H


 


WHEREAS, the Grantee
[is now employed as ____________ by] [serves as a director of] the Corporation or a subsidiary of the Corporation and the Corporation
desires to have the Grantee remain in such [employment] [service] and to afford Grantee the opportunity to acquire, or enlarge,
Grantee’s stock ownership in the Corporation so that the Grantee 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
Restricted Stock


 


The Corporation grants
to the Grantee, and the Grantee accepts from the Corporation, [_____ shares of Class __Common Stock of the Corporation]
(“Restricted Stock”) subject to the restrictions and terms contained in this Agreement and the Second Amended and
Restated Saga Communications, Inc. 2005 Incentive Compensation Plan (the “Plan”), as amended from time to time. Capitalized
terms used but not defined herein will have the meaning ascribed to them in the Plan.


 


2.Restrictions
on Transferability


 


Restricted Stock may
not be transferred, pledged, assigned or otherwise alienated or hypothecated until the Restricted Stock has vested as specified
in Section 3 below. Prior to the vesting of any Restricted Stock, all rights with respect to Restricted Stock shall be exercisable
during the Grantee’s lifetime only by the Grantee or the Grantee’s legal representative. The shares of Restricted Stock
will be issued and held in book entry form under the name of the Plan, and Grantee will be listed as the beneficial owner of the
Restricted Stock that has not been forfeited, or vested and issued as provided in paragraphs 3, 4 and 5 below. Such book-entry
shares may include restrictive instructions to the Company’s registrar and transfer agent in accordance with the Plan and
the Agreement. Grantee shall have voting rights and shall be entitled to receive dividends and other distributions (provided, however,
that dividends or other distributions paid in any form other than cash shall be subject to the same restrictions, forfeitability,
terms and conditions as are applicable to the Restricted Stock until such time as the Restricted Stock with respect to which such
distributions have been made, paid or declared, shall have vested).


 






    	



    	 



    

 


 


3.Vesting
of Restricted Stock


 


Subject to the terms
of this Agreement, the portions of Restricted Stock granted under this Agreement shall vest according to the following schedule:


 





	Anniversaries of Date of Grant 	Portion of Restricted Stock  Which Vests
	______ 1, 201__	33 1/3%
	______ 1, 201__	33 1/3%
	______ 1, 201__	
        33 1/3%

         



 


With respect to any
fractional shares resulting from the application of the 33 1/3% times the total amount of the Restricted Stock, such fractional
shares shall cumulate and be distributed on the last vesting date. If this is not possible, Grantee will receive the cash value
of any remaining fractional shares.


 


4.Termination
of [Employment][Service]


 


If the status of Grantee
as [an Employee] [director who is not an Employee] of the Corporation terminates for any reason prior to an applicable date(s)
of vesting, the shares of Restricted Stock with respect to such applicable date(s) shall be forfeited by Grantee, provided, however,
that the Committee, in its sole discretion, may waive or change the restrictions or add additional restrictions with respect to
the Restricted Stock that would otherwise be forfeited, as it deems appropriate.


 


The term “subsidiary”
as used in this Agreement shall mean any subsidiary of the Corporation as defined in Section 424(f) of the Code. The term “parent”
as used in this Agreement shall mean any parent of the Corporation as defined in Section 424 of the Code.


 


All Restricted Stock
shall become fully vested upon the occurrence of a Change in Control or if the Committee determines that a Change in Control has
occurred, if Grantee is [an Employee] [a director who is not an Employee] at the time of such occurrence or deemed occurrence of
such Change in Control. To the extent practicable, such acceleration of vesting shall occur in a manner and at a time which allows
the Grantee the ability to participate in the Change in Control with respect to the shares of Class __ Common Stock to be received
by Grantee.


 


5.Issuance
of Shares


 


Upon the vesting of
any portion of Restricted Stock, Grantee shall be entitled to issuance of such portion of the Restricted Stock (and any applicable
stock distributions) in the name of the Grantee in book-entry form. Transfer by the Corporation of such shares shall occur as promptly
as practicable after such vesting.


 


6.Section
83(b) Election


 


The Grantee may make
an election under Code Section 83(b) (a "Section 83(b) Election") with respect to the Restricted Stock. Any such election
must be made within thirty (30) days after the Grant Date. If the Grantee elects to make a Section 83(b) Election, the Grantee
shall provide the Company with a copy of an executed version and satisfactory evidence of the timely filing of the executed Section
83(b) Election with the US Internal Revenue Service. The Grantee agrees to assume full responsibility for ensuring that the Section
83(b) Election is actually and timely filed with the US Internal Revenue Service and for all tax consequences resulting from the
Section 83(b) Election.


 






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7.Withholding


 


Grantee may satisfy
applicable withholding for income and employment taxes by using any of the methods set forth in Section 2.3 of the Plan as provided
in Section 7.7 of the Plan.


 


8.Compliance
With Law and Regulations


 


This Agreement and
the obligation of the Corporation to deliver shares hereunder, shall be subject to all applicable Federal and State laws, rules
and regulations and to such approvals by any government or regulatory agency as may be required. The Corporation shall not be required
to issue or deliver any certificates for shares of stock prior to (a) the listing of such shares on any stock exchange in
which the stock may then be listed and (b) the completion of any registration or qualification of such shares under any Federal
or State law, or any rule or regulation of any government body which the Corporation shall, in its sole discretion, determine to
be necessary or advisable. Moreover, the Corporation shall not be required to deliver shares if the transfer or the receipt of
such shares of stock would be contrary to applicable law.


 


9.Notice


 


Every notice or other
communication relating to this Agreement shall be in writing, and shall be mailed to or delivered to the party for whom it is intended
at such address as may from time to time be designated by it in a notice mailed or delivered to the other party as herein provided;
provided that, unless and until some other address is so designated, all notices or communications by the Grantee to the Corporation
shall be mailed or delivered to the Corporation at its office at 73 Kercheval Avenue, Grosse Pointe Farms, MI 48236, Attention:
Chief Financial Officer, and all notices or communications by the Corporation to the Grantee may be given to the Grantee personally
or may be mailed to him or her at the address shown below his or her signature to this Agreement.


 


10.Adjustments


 


The provisions of Article
VI of the Plan are incorporated herein.


 


11.No Right
to Continued Employment


 


This grant of Restricted
Stock shall not confer Grantee any right with respect to continuance of [employment] [service as a director who is not an Employee]
by the Corporation or any subsidiary or parent, nor shall it interfere in any way with the [right of the Grantee’s employer
to terminate Grantee’s employment at any time] [right of the Company and/or its stockholders to terminate Grantee’s
services as a director of the Company at any time].


 






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12.Retention
Requirement


 


Until Grantee is no
longer [an Employee] [a director who is not an Employee], Grantee shall retain 50% of the Restricted Stock. For purposes of clarity,
the 50% is based on the total number of shares granted and is not reduced by any shares which have vested, have been netted out
to pay withholding taxes, or which are sold or transferred pursuant to the terms of the Plan.


 


13.Section
409A


 


Awards made pursuant
to this Plan and Agreement are intended to be exempt from Code Section 409A and the applicable guidance promulgated thereunder.
Nevertheless, the terms of this Plan and Awards made pursuant to this Plan and Agreement shall be interpreted in a manner that
is consistent with Code Section 409A and the intent to be exempt from and, to the extent not exempt from, compliant with, Code
Section 409A.


 


14.Clawbacks


 


By accepting an Award,
Grantee is agreeing to be bound by the Company’s Clawback Policy which may be amended from time to time by the Company in
its discretion (including, without limitation, to comply with the requirements of the Dodd-Frank Wall Street Reform and Consumer
Protection Act of 2010, (ii) federal securities laws, regulations and rules, and (iii) regulations or rules of the NYSE MKT or
any other stock exchange or stock market, including NASDAQ) and is further agreeing that all of Grantee’s Awards and this
Agreement may be unilaterally amended by the Company to the extent needed to comply with the Clawback Policy.


 


15.Interpretation


 


Any dispute regarding
the interpretation of this Agreement shall be submitted by the Grantee or the Company to the Committee for review. The resolution
of such dispute by the Committee shall be final and binding on the Grantee and the Company.


 


16.Restricted
Stock Subject to Plan


 


This Agreement is subject
to the Plan as approved by the Company's stockholders. The terms and provisions of the Plan as it may be amended from time to time
are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a term
or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.


 


17.Successors
and Assigns


 


The Company may assign
any of its rights under this Agreement. This Agreement will be binding upon and inure to the benefit of the successors and assigns
of the Company and is binding upon Grantee.


 






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18.Severability


 


The invalidity or unenforceability
of any provision of the Plan or this Agreement shall not affect the validity or enforceability of any other provision of the Plan
or this Agreement, and each provision of the Plan and this Agreement shall be severable and enforceable to the extent permitted
by law.


 


19.No Impact
on Other Benefits


 


The value of the Grantee’s
Restricted Stock is not part of Grantee’s normal or expected compensation for purposes of calculating any severance, retirement,
welfare, insurance or similar employee benefit.


 


20.Counterparts


 


This Agreement may
be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one and the same
instrument. Counterpart signature pages to this Agreement transmitted by facsimile transmission, by electronic mail, or by any
other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect
as physical delivery of the paper document bearing an original signature.


 


21.Acceptance


 


The Grantee hereby
acknowledges receipt of a copy of the Plan and this Agreement. The Grantee has read and understands the terms and provisions thereof,
and accepts the Restricted Stock subject to all of the terms and conditions of the Plan and this Agreement. The Grantee acknowledges
that there may be adverse tax consequences upon vesting of the Restricted Stock or disposition of the Restricted Stock and that
the Grantee should consult a tax advisor prior to such exercise or disposition.


 


IN WITNESS WHEREOF,
the parties hereto have executed this Agreement on the day and year first above written.


 


 


SAGA COMMUNICATIONS, INC.


 


 


By:_____________________________________


Marcia K. Lobaito


Senior Vice
President/Secretary


 


GRANTEE


 


_________________________________


Name


_________________________________


Social Security Number


_________________________________


Address of Grantee


_________________________________


 


 



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