**Exhibit 10.15**

** **

**GRANITEBROADCASTING CORPORATIONMANAGEMENT STOCK PLAN**

**AsAmended and Restated January 1, 2003**

 

**1.****                                      Purpose.**

 

The purpose of this plan is to keep senior executives of experience andability in the employ of Granite Broadcasting Corporation and to compensatethem for their contributions to the growth and profits of the Company and itsSubsidiaries and thereby induce them to continue to make such contributions inthe future.

 

**2.****                                      Definitions.**

 

For purposes of this Plan, the following terms will have thedefinitions set forth below:

 

(a)                                  **“Award”**shall mean a Bonus Share award or a Performance Award determined in accordancewith the terms of the Plan.

 

(b)                                 **“Board”**shall mean the Company’s Board of Directors.

 

(c)                                  **“BonusShares”** shall mean the shares of Common Stock (Nonvoting) of theCompany reserved pursuant to Section 3 of the Plan that are awarded to aParticipant pursuant to Section 6 of the Plan.

 

(d)                                 **“Code”**shall mean the Internal Revenue Code of 1986, as amended.

 

(e)                                  “**Committee”**shallmean a committee of at least two members of the Board appointed by the Board toadminister the Plan and to perform the functions set forth herein and who are“non-employee directors” within the meaning of Rule 16b-3 as promulgated underSection 16 of the Securities Exchange Act of 1934, as amended (the “ExchangeAct”), and who are also “outside directors” within the meaning of Section162(m) of the Code.

 

(f)                                    **“CommonStock (Nonvoting)”** shall mean the common stock (Nonvoting), parvalue $0.01 per share, of the Company.

 

(g)                                 **“Company”**shall mean Granite Broadcasting Corporation.

 

(h)                                 **“CoveredEmployee”** shall have the meaning set forth in Section 162(m)(3) ofthe Code.

 

(i)                                     “**EffectiveDate**” shall have the meaning set forth in Section 16 of the Plan.

 

(j)                                     “**Eligible Employee**”shall have the meaning set forth in Section 7(a) of the Plan.

 

(k)                                  **“Fair MarketValue”** per share of Common Stock (Nonvoting) as of a particular dateshall mean (i) the last reported sale price of a share of Common Stock(Nonvoting) on the Nasdaq Small Cap Market or such other national quotationsystem or exchange on which the Common Stock (Nonvoting) is then trading on thelast trading date immediately prior to such 

 

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date or, if there is no such sale on the relevant date, then on thelast previous day on which a sale was reported; or (ii) if the Company’s CommonStock (Nonvoting) is not listed or admitted to trading on any nationalquotation system or exchange on such date, the Fair Market Value shall be thevalue established by the Board in good faith.

 

(l)                                     **“Participant”**  shall mean an Eligible Employee to whomBonus Shares or Performance Awards are allocated under this Plan.

 

(m)                               **“PerformanceAward”**  shall have themeaning set forth in Section 4 of the Plan.

 

(n)                                 **“PerformanceGoals”** shall mean or may be expressed in terms of any one or more ofthe following business criteria: revenue; earnings before interest, taxes, depreciation and amortization;funds from operations; funds from operations per share; operating income; preor after tax income; cash available for distribution; cash available fordistribution per share; net earnings; earnings per share; return on equity;return on assets; share price performance; improvements in the Company’sattainment of expense levels; implementing or completion of critical projects,including, without limitation, improvement in the Company’s credit and/orachieving debt refinance; or improvement in cash-flow (before or aftertax).  A Performance Goal may bemeasured over a Performance Period on a periodic, annual, cumulative or averagebasis and may be established on a corporate-wide basis or established withrespect to one or more operating units, divisions, Subsidiaries, acquiredbusinesses, minority investments, partnerships or joint ventures.

 

(o)                                 “**PerformanceObjective”** shall mean the level or levels of performance required tobe attained with respect to specified Performance Goals in order for aParticipant to become entitled to specified rights in connection with anAward.  The Committee may provide for adjustmentsto performance to eliminate the effects of changes for restructuring,extraordinary items, discontinued operations, other non-recurring charges, thecumulative effects of accounting changes, each as defined in United StatesGenerally Accepted Accounting Principles, that occur during a PerformancePeriod, in each case, to preserve the economic intent of any Performance Award;provided, that, with respect to Performance Awards granted toCovered Employees, any such adjustments shall only be made to the extent thatthe Award will still qualify as “performance-based compensation” under Section162(m) of the Code.

 

(p)                                 **“PerformancePeriod”** shall mean the calendar year, or such other shorter orlonger period designated by the Committee, during which performance will bemeasured in order to determine a Participant’s entitlement to receive paymentof an Award.

 

(q)**                                 “Plan”**shall mean the Granite Broadcasting Corporation Management Stock Plan.

 

(r)                                    “**Subsidiary”or “Subsidiaries”** shall mean a corporation or corporations of whichthe Company owns, directly or indirectly, shares having a majority of theordinary voting power for the election of directors.

 

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**3.****                                      ShareReserve.**

 

(a)                                  **ShareReserve for Bonus Shares and Performance Awards.**  The Company will establish a Bonus Share andPerformance Award reserve to which will be credited 2,000,000 shares of theCommon Stock (Nonvoting) of the Company. Should such shares, due to a stocksplit or stock dividend or combination of shares or any other change, orexchange for other securities, by reclassification, reorganization, merger,consolidation, recapitalization or otherwise, be increased or decreased orchanged into, or exchanged for, a different number or kind of shares of stockor other securities of the Company or of another corporation, the number ofshares then remaining in the reserve shall be appropriately adjusted to reflectsuch action. If any such adjustment results in a fractional share, the fractionshall be disregarded.

 

(b)                                 **Adjustmentsto Reserve.** Upon the allocation of shares hereunder, the reservewill be reduced by the number of shares so allocated and, upon the forfeitureof any previously allocated shares, the reserve shall be increased by suchnumber of shares, and such shares may again be the subject of allocationshereunder.

 

(c)                                  **Payment ofBonus Shares or Performance Awards.** The Committee shall in its sole discretion determine the distribution ofPerformance Awards and Bonus Shares, both of which, to the extent payable inshares of Common Stock (Nonvoting), may be paid from authorized but unissuedshares or from treasury shares.  Allauthorized and unissued shares of Common Stock (Nonvoting) issued in settlementof Bonus Shares or Performance Awards in accordance with the Plan shall befully paid and non-assessable shares and free from preemptive rights.

 

**4.****                                      Awards.**

 

Awards under the Plan may consist of (i) Bonus Shares or (ii) stock orcash Awards based on achievement of Performance Goals (“PerformanceAwards”).  Awards shall be subject tothe terms and conditions of the Plan and, in accordance with Section 8(a), maybe evidenced by an agreement containing such additional terms and conditions,not inconsistent with the provisions of the Plan, as the Committee shall deemdesirable.

 

**5.****                                      PerformanceAwards.**

 

(a)**                                  Typesof Performance Awards.**  TheCommittee may grant Performance Awards to Eligible Employees in the form of (i)actual shares of Common Stock (Nonvoting), (ii) Common Stock (Nonvoting) units havinga value equal to an identical number of shares of Common Stock (Nonvoting) or(iii) cash.  In the event that a sharecertificate is issued in respect of a Performance Award before such Award isearned, such certificate shall be registered in the name of the Participant,but shall be held by the Company until the time the shares issued pursuant to aPerformance Award are earned.  Thevesting or exercise of a Performance Award may be conditioned on any combinationof the achievement of one or more Performance Objectives as the Committee shalldetermine at the time of grant.  Thelength of any Performance Period shall be determined by the Committee in itssole discretion.  The Committee shallalso determine in its sole discretion whether Performance Awards shall be paidin cash, shares of Common Stock (Nonvoting), or a combination of cash andshares of Common Stock 

 

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(Nonvoting), based on the FairMarket Value of the Common Stock (Nonvoting) on the date the Award is earned.

 

(b)**                                 PerformanceObjectives.** With respect to each Performance Award, the Committee shallestablish the Performance Objective consisting of one or more business criteriapermitted as Performance Goals hereunder, one or more levels of performancewith respect to each such criteria, and the amount or amounts payable or otherrights that the Participant will be entitled to upon achievement of such levelsof performance.  The PerformanceObjective shall be established by the Committee prior to, or reasonablypromptly following the inception of, a Performance Period but, to the extentrequired by Section 162(m) of the Code, by no later than the earlier ofthe date that is ninety days after the commencement of the Performance Periodor the day prior to the date on which twenty-five percent of the PerformancePeriod has elapsed.  More than onePerformance Goal may be incorporated in a Performance Objective, in which caseachievement with respect to each Performance Goal may be assessed individuallyor in combination with each other. Performance Objectives shall be objective and shall otherwise meet therequirements of Section 162(m) of the Code. Performance Objectives may differ for Performance Awards granted to anyone Participant or to different Participants. A Performance Award to a Participant who is a Covered Employee shall(unless the Committee determines otherwise) provide that in the event of theParticipant’s termination of service prior to the end of the Performance Periodfor any reason, such Performance Award will be payable only (i) if theapplicable Performance Objectives are achieved and (ii) to the extent, if any,as the Committee shall determine.

 

(c)                                  **Certification.**  Following the completion of each PerformancePeriod, the Committee shall certify in writing, in accordance with therequirements of Section 162(m) of the Code, whether the Performance Objectivesand other material terms of the Performance Award have been achieved ormet.  Unless the Committee determinesotherwise, Performance Awards shall not be settled until the Committee has madethe certification specified under this Section 5(c).

 

(d)                                 **Adjustment.**  The Committee may, in its discretion, reduceor eliminate the amount of payment with respect to the Performance Award to aCovered Employee, notwithstanding the achievement of specified PerformanceObjectives.

 

(e)**                                  MaximumAmount Payable.**  With respect to allPerformance Periods ending in any one calendar year, the  maximum amount which may be earned by anysingle Participant under all Performance Awards granted under the Plan shall belimited to $3,500,000.  In applying thisannual limit with respect to any Performance Award that is not entirely settledin cash, the Fair Market Value of any shares of Common Stock (Nonvoting) orother property earned by a Participant shall be measured as of the close of theapplicable Performance Period.

 

**6.****                                      BonusShares.**

 

Subject to such performance and employment conditions as the Committeemay determine, Bonus Shares may be granted by the Committee to EligibleEmployees under the Plan.  Any BonusShares granted under this Section 6 may be forfeited to the extent so providedin the Award agreement, as determined by the Committee.  Payment of Bonus Share Awards 

 

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made under this Section 6,which are based on the value of Common Stock (Nonvoting), may be settled inCommon Stock (Nonvoting) or in cash or in a combination thereof (based upon theFair Market Value of the Common Stock (Nonvoting) on the date of payment), allas determined by the Committee in its sole discretion. Any such cash paymentshall be made to the Participant as of the date or dates on which the Awardvests and/or becomes payable, and shall be equal to the Fair Market Value ofthe shares of Common Stock (Nonvoting) of the Company underlying the vestingportion of such Award that is being settled in cash.

 

**7.****                                      Eligibilityand Making of Grants.**

** **

(a)                                  **EligibleEmployees.**  Any salariedexecutive employee of the Company or any Subsidiary (including officers anddirectors, except for persons serving as directors only) shall be eligible toreceive Awards pursuant to the Plan (each an “Eligible Employee”).

 

(b)                                 **Selection bythe Committee.**  The Committeemay from time to time select Eligible Employees to whom to award PerformanceAwards and/or Bonus Shares in accordance with the other terms and conditions ofthis Plan.  In selecting those EligibleEmployees to whom to allocate Bonus Shares and/or Performance Awards and indetermining the amount of Bonus Shares and/or Performance Awards to allocate,the Committee shall consider the position and responsibilities of the EligibleEmployees, the value of their services to the Company and its Subsidiaries andsuch other factors as the Committee deems pertinent.

 

(c)                                  **Participationin Stock Option Plans.**  Aperson who has received options to purchase stock under any stock option planof the Company or a Subsidiary may exercise the same in accordance with theirterms, and will not by reason thereof be ineligible to receive Awards underthis Plan.

 

(d)                                 **Limit onNumber of Allocable Shares.** The total number of shares of Common Stock (Nonvoting) that may beallocated pursuant to this Plan shall not exceed the amount available thereforin the share reserve specified in Section 3(a).

 

**8.****                                      Formof Grants.**

 

(a)                                  **AwardAgreement.**  If deemednecessary by the Committee, any Award granted under the Plan may be evidencedby an Award agreement between the Company and the Participant incorporating theterms and conditions set forth in the Plan, together with such other terms andconditions not inconsistent with the Plan.

 

(b)                                 **Forfeitureon Termination.**  Except asotherwise provided in an individual Award agreement, if a Participantterminates employment with the Company or its Subsidiaries for any reason(other than death or disability as defined in Section 22(e)(3) of the Code),any Bonus Shares allocated to such Participant that were to be issued as of adate following the Participant’s termination date shall be forfeited and anyPerformance Award that has not been earned shall be forfeited.  If a Participant’s employment with theCompany or its Subsidiaries terminates due to death or disability (as definedabove), all outstanding Bonus Shares (whenever originally granted) of suchParticipant shall vest as of the date of death or termination of employment dueto disability and in the sole discretion of the Company, any Performance Awardthat has not been earned shall be paid in whole or in part or it shallterminate without payment.

 

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(c)                                  **Notice.**  When an Award is made, the Committee shalladvise the Participant and the Company thereof by delivery of written notice.

 

**9.****                                      InvestmentPurpose.**

 

The Companymay require that, in acquiring any shares of Common Stock (Nonvoting), theParticipant agree with, and represent to, the Company, in writing, that theParticipant is acquiring such shares of Common Stock (Nonvoting) for thepurpose of investment and with no present intent to transfer, sell, orotherwise dispose of such shares except for such distribution by a legalrepresentative as shall be required by will or the laws of any jurisdiction inwinding up the estate of any Participant. Such shares shall be transferable thereafteronly if the proposed transfer is permitted under the Plan and if, in theopinion of counsel (who shall be satisfactory to the Company), such transfer atsuch time complies with applicable securities laws.

 

**10.****                               Issuance.**

 

After aParticipant satisfies the requirements of any Award, shares of Common Stock(Nonvoting) payable in connection with the Award shall be promptly issued tothe Participant. Unless otherwise provided in an Award agreement, theParticipant shall not be required to make any payment to the Company upon thepayment, allocation or issuance of any Award, except that the Company shallwithhold all amounts required to be withheld by law in respect of federal,state and local taxes, social security payments and the like in accordance withSection 12(b) of the Plan.

 

**11.****                               Administrationand Interpretation of the Plan.**

 

(a)                                  TheCommittee shall have exclusive power, discretion and final authority toadminister Awards and provisions under the Plan relating to Awards, includingbut not limited to Performance Objectives, Performance Goals and PerformancePeriods.  Any determination by theCommittee in carrying out, administering, or construing this Plan relating toAwards shall be final and binding for all purposes and upon all interestedpersons and their heirs, successors, and personal representatives.

 

(b)                                 Itis the intent of the Company that the Plan satisfy, and be interpreted in amanner that satisfies, the applicable requirements of Rule 16b-3 as promulgatedunder Section 16 of the Exchange Act so that Participants will be entitled tothe benefit of Rule 16b-3, or any other rule promulgated under Section 16 ofthe Exchange Act, and will not be subject to short-swing liability underSection 16 of the Exchange Act. Accordingly, if the operation of any provision of the Plan wouldconflict with the intent expressed in this Section 11(b), such provision to theextent possible shall be interpreted and/or deemed amended so as to avoid suchconflict.

 

(c)                                  Allcosts and expenses incurred in the operation and administration of this Planwill be borne by the Company.

 

**12.****                               SpecialProvisions.**

 

(a)                                  **Deferral ofAwards.**The Committee shall be authorized to establish procedurespursuant to which the payment of any Award may be deferred voluntarily by theParticipant or 

 

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mandatorily by theCompany.  Subject to the provisions ofthe Plan and any Award agreement, a Participant may, if so determined by theCommittee, be entitled to receive, currently or on a deferred basis, cashdividends, or cash payments in amounts equivalent to cash dividends on shares,with respect to the number of shares of Common Stock (Nonvoting) covered by theAward, as determined by the Committee, in its sole discretion, and the Committeemay provide that such amounts (if any) shall be deemed to have been reinvestedin additional shares or otherwise reinvested.

 

(b)                                 **Withholding.**Upon the vesting or payment of any Award or portion thereof under the Plan, theCommittee shall, in its sole discretion, have the right to require anyParticipant, and such Participant by accepting the Awards granted under thePlan agrees, to pay to the Company the amount of any taxes which the Companyshall be required to withhold with respect thereto.  With the consent of the Committee, in its sole discretion, if theAward is settled in shares of Common Stock (Nonvoting), a Participant may electto pay to the Company an amount equal to the amount of the taxes which theCompany shall be required to withhold by delivering to the Company shares ofCommon Stock (Nonvoting) having a Fair Market Value equal to the amount of thewithholding tax obligation as determined by the Company.

 

(c)                                  **Nontransferability.**  No Award shall be assignable or transferableby the Participant, otherwise than by will or the laws of descent anddistribution.

 

(d)                                 **UnfundedStatus of Awards; Creation of Trusts**.  The Plan is intended to constitute an “unfunded” plan forincentive and deferred compensation. With respect to any amounts payable to a Participant pursuant to anAward, nothing contained in the Plan (or in any documents related thereto), northe creation or adoption of the Plan, the grant of any Award, or the taking ofany other action pursuant to the Plan shall give any such Participant anyrights that are greater than those of a general unsecured creditor of theCompany; provided,that, the Committee may authorize the creationof trusts and deposit therein cash or other property or make otherarrangements, to meet the Company’s obligations under the Plan.  Such trusts or other arrangements shall beconsistent with the “unfunded” status of the Plan unless the Committeeotherwise determines with the consent of each affected Participant.  The trustee of such trusts may be authorizedto dispose of trust assets and reinvest the proceeds in alternativeinvestments, subject to such terms and conditions as the Committee may specifyin accordance with applicable law.

 

(e)                                  **ExemptionUnder Section 162(m) of the Code.**Performance Awards issued under thePlan are intended to be exempt from the application of Section 162(m) of theCode, which restricts under certain circumstances the Federal income taxdeduction for compensation paid by a public company to Covered Employees inexcess of $1 million per year.  TheCommittee may, without stockholder approval, amend the Plan retroactively orprospectively to the extent it determines necessary in order to comply with anysubsequent clarification of Section 162(m) of the Code required to preserve theCompany’s Federal income tax deduction for compensation paid pursuant toPerformance Awards granted under the Plan.

 

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**13.****                               Limitations.**

 

(a)                                  **No Right toAllocation.**  No person willat any time have any right to receive an allocation of Bonus Shares orPerformance Awards hereunder and no person will have authority to enter into anagreement for the making of an allocation or to make any representation orwarranty with respect thereto.

 

(b)                                 **Rights ofParticipants. **Participantswho receive Bonus Shares or Performance Awards allocations will have no rightsin respect thereof other than those set forth in the Plan, and such rights maynot be assigned or transferred. Before issuance of shares of Common Stock(Nonvoting), no such shares will be earmarked for a Participant’s accounts norwill such Participants have any rights as stockholders with respect to suchshares and, subject to Section 3, no adjustment shall be made for dividends ordistributions or other rights in respect of any share for which the record dateis prior to the date on which Participant shall become the holder of recordthereof.

 

(c)                                  **No Right toContinued Employment.** Neither the Company’s action in establishing the Plan, nor any actiontaken by it or by the Board or the Committee under the Plan, nor any provisionof the Plan, will be construed as giving any person the right to continue inthe employ of the Company or any Subsidiary.

 

(d)                                 **Limitationon Actions.**  Every right ofaction by or on behalf of the Company or by any shareholder against any past,present, or future member of the Board, the Committee, or any officer oremployee of the Company arising out of or in connection with this Plan shall,regardless of the place where the action may be brought and regardless of theplace of residence of such director, committee member, officer or employee,cease and be barred by the expiration of three years from the later of:

 

(i)                                     thedate of the act or omission in respect of which such right of action arises; or

 

(ii)                                  thefirst date upon which there has been made generally available to shareholdersan annual report of the Company and a proxy statement for the annual meeting ofshareholders following the issuance of such annual report, which annual reportand proxy statement alone, or together set forth, for the related period, theamount of the allocations.

 

In addition,any and all rights of action by any employee (past, present or future) againstthe Company or any member of the Committee arising out of or in connection withthis Plan will, regardless of the place where the action may be brought andregardless of the place of residence of any Committee member, cease and bebarred by the expiration of three years from the date of the act or omission inrespect of which such right of action arises.

 

**14.****                               Amendment,Suspension or Termination of Plan.**

 

The Board mayamend, suspend or terminate the Plan in whole or in part at any time; providedthat such amendment will not affect adversely rights or obligations with respectto allocations previously made; and provided further, that no modification ofthe Plan by the Board without approval of the stockholders will (i) increasethe maximum number of shares of 

 

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Common Stock (Nonvoting) in theshare reserve pursuant to Section 3 if such approval is required under anyapplicable law, regulation or listing exchange rule; (ii) change the provisionsof Section 5 with respect to the total amount payable with respect to any PerformanceAwards that may be granted under the Plan; or (iii) render any member of theCommittee eligible to receive an allocation at any time while such person isserving on the Committee.

 

**15.****                               GovernmentalCompliance.**

 

Each Award under the Plan shall be subject to the requirement that ifat any time the Committee shall determine that the listing, registration orqualification of any shares of Common Stock (Nonvoting) issuable or deliverableunder such Award upon any national quotation system or securities exchange orunder any Federal or state law, or the consent or approval of any governmentalregulatory body, is necessary or desirable as a condition thereof or inconnection therewith, no such shares of Common Stock (Nonvoting) may be issuedor delivered unless such listing, registration, qualification, consent orapproval shall have been effected or obtained free of any conditions notacceptable to the Committee.

 

**16.****                               EffectiveDate**.

 

The originaleffective date of this Plan was April 27, 1993.  This amended and restated Plan is effective on January 1,2003 (the “Effective Date”), subject to subsequent approval thereof by theCompany’s stockholders at the next meeting of stockholders to occur after theEffective Date, and shall remain in effect until it has been terminatedpursuant to Section 14.  If the Plan isnot approved by the stockholders at such meeting, any Performance Awardsgranted under the Plan before the date of such annual meeting shall be void abinitio and of no further force and effect.  Unless the Company determines to submit the Plan and thedefinition of “Performance Goal” to the Company’s stockholders at the firststockholder meeting that occurs in the fifth year following the year in whichthe Plan was last approved by stockholders (or any earlier meeting designatedby the Board), in accordance with the requirements of Section 162(m) of theCode, and such stockholder approval is obtained, then no further PerformanceAwards shall be made under the Plan after the date of such stockholder meeting.

 

**17.****                               GoverningLaw.**

 

The Plan willbe governed by the laws of the State of New York without regard to its conflictof law principles.

 

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