**Exhibit10.15(a)**

 

**GRANITEBROADCASTING CORPORATION**

**MANAGEMENTSTOCK PLAN**

 

**AsAmended and Restated January 1, 2003**

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

 

The purpose of this plan is to keep senior executivesof experience and ability in the employ of Granite Broadcasting Corporation andto compensate them for their contributions to the growth and profits of theCompany and its Subsidiaries and thereby induce them to continue to make suchcontributions in the future.

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

 

For purposes of this Plan, the following terms willhave the definitions set forth below:

 

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

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

 

(c)                                  **“Bonus Shares”** shall mean the shares of Common Stock (Nonvoting) ofthe Company 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”**shall mean a committee of atleast two members of the Board appointed by the Board to administer the Planand to perform the functions set forth herein and who are “non-employeedirectors” within the meaning of Rule 16b-3 as promulgated under Section 16 ofthe Securities Exchange Act of 1934, as amended (the “Exchange Act”), and whoare also “outside directors” within the meaning of Section 162(m) of the Code.

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## (f)                                    **“Common Stock (Nonvoting)”** shall mean the common stock (Nonvoting), par value$0.01 per share, of the Company.

 

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

 

(h)                                 **“Covered Employee”** shall have the meaning set forth in Section 162(m)(3)of the Code.

 

(i)                                     “**Effective Date**” shall have the meaning setforth in Section 16 of the Plan.

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

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## (k)                                  **“****Fair Market Value”** per share of Common Stock (Nonvoting) as of aparticular date shall mean (i) the last reported sale price of a share ofCommon Stock (Nonvoting) on the Nasdaq Small Cap Market or such other nationalquotation system or exchange on which the Common Stock (Nonvoting) is thentrading on the last trading date immediately prior to such

 

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## date or, if there is no suchsale on the relevant date, then on the last previous day on which a sale wasreported; or (ii) if the Company’s Common Stock (Nonvoting) is not listed oradmitted to trading on any national quotation system or exchange on such date,the Fair Market Value shall be the value established by the Board in goodfaith.

 

(l)                                     **“Participant”** shall mean an Eligible Employee to whom Bonus Sharesor Performance Awards are allocated under this Plan.

 

(m)                               **“Performance Award”**  shall havethe meaning set forth in Section 4 of the Plan.

 

(n)                                 **“Performance Goals”**shall mean or may be expressed in termsof any one or more of the following business criteria:  revenue; earnings before interest, taxes,depreciation and amortization; funds from operations; funds from operations pershare; operating income; pre or after tax income; cash available fordistribution; cash available for distribution per share; net earnings; earningsper share; return on equity; return on assets; share price performance;improvements in the Company’s attainment of expense levels; implementing orcompletion of critical projects, including, without limitation, improvement inthe Company’s credit and/or achieving debt refinance; or improvement incash-flow (before or after tax).  APerformance Goal may be measured over a Performance Period on a periodic,annual, cumulative or average basis and may be established on a corporate-widebasis or established with respect to one or more operating units, divisions,Subsidiaries, acquired businesses, minority investments, partnerships or jointventures.

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## (o)                                 “**Performance Objective”** shall mean the levelor levels of performance required to be attained with respect to specifiedPerformance Goals in order for a Participant to become entitled to specifiedrights in connection with an Award.  TheCommittee may provide for adjustments to performance to eliminate the effectsof changes for restructuring, extraordinary items, discontinued operations,other non-recurring charges, the cumulative effects of accounting changes, eachas defined in United States Generally Accepted Accounting Principles, thatoccur during a Performance Period, in each case, to preserve the economicintent of any Performance Award; provided, that, with respect toPerformance Awards granted to Covered Employees, any such adjustments shallonly be made to the extent that the Award will still qualify as“performance-based compensation” under Section 162(m) of the Code.

 

## (p)                                 **“Performance Period”** shall mean the calendar year, or such other shorteror longer 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 acorporation or corporations of which the Company owns, directly or indirectly,shares having a majority of the ordinary voting power for the election ofdirectors.

 

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**3.****                                     ****Share Reserve.**

 

(a)                                  **Share Reserve for Bonus Shares and Performance Awards.** The Company will establish a Bonus Share and Performance Award reserveto which will be credited 2,000,000 shares of the Common Stock (Nonvoting) ofthe Company. Should such shares, due to a stock split or stock dividend orcombination of shares or any other change, or exchange for other securities, byreclassification, reorganization, merger, consolidation, recapitalization orotherwise, be increased or decreased or changed into, or exchanged for, adifferent number or kind of shares of stock or other securities of the Companyor of another corporation, the number of shares then remaining in the reserveshall be appropriately adjusted to reflect such action. If any such adjustmentresults in a fractional share, the fraction shall be disregarded.

 

(b)                                 **Adjustments to 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 of Bonus 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.

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

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# Awardsunder the Plan may consist of (i) Bonus Shares or (ii) stock or cash Awardsbased on achievement of Performance Goals (“Performance Awards”).  Awards shall be subject to the terms andconditions of the Plan and, in accordance with Section 8(a), may be evidencedby an agreement containing such additional terms and conditions, not inconsistentwith the provisions of the Plan, as the Committee shall deem desirable.

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**5.****                                     ****Performance Awards.**

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## (a)**                                 ****Types of Performance Awards.**  The Committeemay grant Performance Awards to Eligible Employees in the form of (i) actualshares 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.  The vesting orexercise of a Performance Award may be conditioned on any combination of theachievement 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 shall also determine in itssole discretion whether Performance Awards shall be paid in cash, shares ofCommon Stock (Nonvoting), or a combination of cash and shares of Common Stock

 

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## (Nonvoting), basedon the Fair Market Value of the Common Stock (Nonvoting) on the date the Awardis earned.

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## (b)**                                ****Performance Objectives.** With respect to each Performance Award, the Committeeshall establish the Performance Objective consisting of one or more businesscriteria permitted as Performance Goals hereunder, one or more levels ofperformance with respect to each such criteria, and the amount or amountspayable or other rights that the Participant will be entitled to uponachievement of such levels of performance. The Performance Objective shall be established by the Committee priorto, or reasonably promptly following the inception of, a Performance Periodbut, to the extent required by Section 162(m) of the Code, by no laterthan the earlier of the date that is ninety days after the commencement of thePerformance Period or the day prior to the date on which twenty-five percent ofthe Performance Period has elapsed. More than one Performance Goal may be incorporated in a PerformanceObjective, in which case achievement with respect to each Performance Goal maybe assessed individually or in combination with each other.  Performance Objectives shall be objectiveand shall otherwise meet the requirements of Section 162(m) of the Code.  Performance Objectives may differ forPerformance Awards granted to any one Participant or to differentParticipants.  A Performance Award to aParticipant who is a Covered Employee shall (unless the Committee determinesotherwise) provide that in the event of the Participant’s termination ofservice prior to the end of the Performance Period for any reason, suchPerformance Award will be payable only (i) if the applicable PerformanceObjectives are achieved and (ii) to the extent, if any, as the Committee shalldetermine.

 

## (c)                                  **Certification.**  Following thecompletion of each Performance Period, the Committee shall certify in writing,in accordance with the requirements of Section 162(m) of the Code, whether thePerformance Objectives and other material terms of the Performance Award havebeen achieved or met.  Unless theCommittee determines otherwise, Performance Awards shall not be settled untilthe Committee has made the certification specified under this Section 5(c).

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## (d)                                 **Adjustment.**  The Committeemay, in its discretion, reduce or eliminate the amount of payment with respectto the Performance Award to a Covered Employee, notwithstanding the achievementof specified Performance Objectives.

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## (e)**                                 ****Maximum Amount 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.

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**6.****                                     ****Bonus Shares.**

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# Subject to such performance and employment conditionsas the Committee may determine, Bonus Shares may be granted by the Committee toEligible Employees under the Plan.  AnyBonus Shares granted under this Section 6 may be forfeited to the extent soprovided in 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 in Common Stock (Nonvoting) or in cash or in acombination thereof (based upon the Fair Market Value of the Common Stock(Nonvoting) on the date of payment), all as determined by the Committee in itssole discretion. Any such cash payment shall be made to the Participant as ofthe date or dates on which the Award vests and/or becomes payable, and shall beequal to the Fair Market Value of the shares of Common Stock (Nonvoting) of theCompany underlying the vesting portion of such Award that is being settled incash.

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**7.****                                     ****Eligibility and Making of Grants.**

 

(a)                                  **Eligible Employees.**  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 by the 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)                                  **Participation in Stock Option Plans.** A person who has received options to purchase stock under any stockoption plan of the Company or a Subsidiary may exercise the same in accordancewith their terms, and will not by reason thereof be ineligible to receiveAwards under this Plan.

 

(d)                                 **Limit on Number 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).

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**8.****                                     ****Form of Grants.**

 

(a)                                  **Award Agreement.**  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)                                 **Forfeiture on 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, theCommittee shall advise the Participant and the Company thereof by delivery ofwritten notice.

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**9.****                                     ****Investment Purpose.**

 

The Company may require that, in acquiring any sharesof Common Stock (Nonvoting), the Participant agree with, and represent to, theCompany, in writing, that the Participant is acquiring such shares of CommonStock (Nonvoting) for the purpose of investment and with no present intent totransfer, sell, or otherwise dispose of such shares except for suchdistribution by a legal representative as shall be required by will or the lawsof any jurisdiction in winding up the estate of any Participant. Such sharesshall be transferable thereafter only if the proposed transfer is permittedunder the Plan and if, in the opinion of counsel (who shall be satisfactory tothe Company), such transfer at such time complies with applicable securitieslaws.

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

 

After a Participant satisfies the requirements of anyAward, shares of Common Stock (Nonvoting) payable in connection with the Awardshall be promptly issued to the Participant. Unless otherwise provided in anAward agreement, the Participant shall not be required to make any payment tothe Company upon the payment, allocation or issuance of any Award, except thatthe Company shall withhold all amounts required to be withheld by law inrespect of federal, state and local taxes, social security payments and thelike in accordance with Section 12(b) of the Plan.

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**11.****                              ****Administration and Interpretation of the Plan.**

 

(a)                                  The Committee shall have exclusive power,discretion and final authority to administer Awards and provisions under the Planrelating to Awards, including but not limited to Performance Objectives,Performance Goals and Performance Periods. Any determination by the Committee in carrying out, administering, orconstruing this Plan relating to Awards shall be final and binding for allpurposes and upon all interested persons and their heirs, successors, andpersonal representatives.

 

(b)                                 It is the intent of the Company that thePlan satisfy, and be interpreted in a manner that satisfies, the applicablerequirements of Rule 16b-3 as promulgated under Section 16 of the Exchange Actso that Participants will be entitled to the benefit of Rule 16b-3, or anyother rule promulgated under Section 16 of the Exchange Act, and will not besubject to short-swing liability under Section 16 of the Exchange Act.  Accordingly, if the operation of anyprovision of the Plan would conflict with the intent expressed in this Section11(b), such provision to the extent possible shall be interpreted and/or deemedamended so as to avoid such conflict.

 

(c)                                  All costs and expenses incurred in theoperation and administration of this Plan will be borne by the Company.

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**12.****                              ****Special Provisions.**

 

(a)                                  **Deferral of Awards.**The Committee shall be authorized to establishprocedures pursuant to which the payment of any Award may be deferredvoluntarily by the Participant or

 

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mandatorily by the Company. Subject to the provisions of the Plan and any Award agreement, aParticipant may, if so determined by the Committee, be entitled to receive,currently or on a deferred basis, cash dividends, or cash payments in amountsequivalent to cash dividends on shares, with respect to the number of shares ofCommon Stock (Nonvoting) covered by the Award, as determined by the Committee,in its sole discretion, and the Committee may provide that such amounts (ifany) shall be deemed to have been reinvested in additional shares or otherwisereinvested.

 

(b)                                 **Withholding.** Upon the vesting or payment of any Award or portionthereof under the Plan, the Committee shall, in its sole discretion, have theright to require any Participant, and such Participant by accepting the Awardsgranted under the Plan agrees, to pay to the Company the amount of any taxeswhich the Company shall be required to withhold with respect thereto.  With the consent of the Committee, in itssole discretion, if the Award is settled in shares of Common Stock (Nonvoting),a Participant may elect to pay to the Company an amount equal to the amount ofthe taxes which the Company shall be required to withhold by delivering to theCompany shares of Common Stock (Nonvoting) having a Fair Market Value equal tothe amount of the withholding tax obligation as determined by the Company.

 

(c)                                  **Nontransferability.**  No Award shallbe assignable or transferable by the Participant, otherwise than by will or thelaws of descent and distribution.

 

(d)                                 **Unfunded Status of Awards; Creation of Trusts**. The Plan is intended to constitute an “unfunded” plan for incentive anddeferred compensation.  With respect toany amounts payable to a Participant pursuant to an Award, nothing contained inthe Plan (or in any documents related thereto), nor the creation or adoption ofthe Plan, the grant of any Award, or the taking of any other action pursuant tothe Plan shall give any such Participant any rights that are greater than thoseof a general unsecured creditor of the Company; provided,that,the Committee may authorize the creation of trusts and deposit therein cash orother property or make other arrangements, to meet the Company’s obligationsunder the Plan.  Such trusts or otherarrangements shall be consistent with the “unfunded” status of the Plan unlessthe Committee otherwise determines with the consent of each affectedParticipant.  The trustee of such trustsmay be authorized to dispose of trust assets and reinvest the proceeds inalternative investments, subject to such terms and conditions as the Committeemay specify in accordance with applicable law.

 

(e)                                  **Exemption Under Section 162(m) of the Code.**Performance Awards issued under the Planare intended to be exempt from the application of Section 162(m) of the Code,which restricts under certain circumstances the Federal income tax deductionfor compensation paid by a public company to Covered Employees in excess of $1million per year.  The Committee may,without stockholder approval, amend the Plan retroactively or prospectively tothe extent it determines necessary in order to comply with any subsequentclarification of Section 162(m) of the Code required to preserve the Company’sFederal income tax deduction for compensation paid pursuant to PerformanceAwards granted under the Plan.

 

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

 

(a)                                  **No Right to Allocation.**  No personwill at 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 of Participants. **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 to Continued 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)                                 **Limitation on Actions.**  Every rightof action by or on behalf of the Company or by any shareholder against anypast, 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)                                     the date of the act or omission inrespect of which such right of action arises; or

 

(ii)                                  the first date upon which there has beenmade generally available to shareholders an annual report of the Company and aproxy statement for the annual meeting of shareholders following the issuanceof such annual report, which annual report and proxy statement alone, ortogether set forth, for the related period, the amount of the allocations.

 

In addition, any and all rights of action by anyemployee (past, present or future) against the Company or any member of theCommittee arising out of or in connection with this Plan will, regardless ofthe place where the action may be brought and regardless of the place ofresidence of any Committee member, cease and be barred by the expiration ofthree years from the date of the act or omission in respect of which such rightof action arises.

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

 

The Board may amend, suspend or terminate the Plan inwhole or in part at any time; provided that such amendment will not affectadversely rights or obligations with respect to allocations previously made;and provided further, that no modification of the Plan by the Board withoutapproval of the stockholders will (i) increase the maximum number of shares of

 

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Common Stock (Nonvoting) in the share reserve pursuant to Section 3 ifsuch approval is required under any applicable law, regulation or listingexchange rule; (ii) change the provisions of Section 5 with respect to thetotal amount payable with respect to any Performance Awards that may be grantedunder the Plan; or (iii) render any member of the Committee eligible to receivean allocation at any time while such person is serving on the Committee.

 

**15.****                              ****Governmental Compliance.**

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# EachAward under the Plan shall be subject to the requirement that if at any timethe Committee shall determine that the listing, registration or qualificationof any shares of Common Stock (Nonvoting) issuable or deliverable under suchAward upon any national quotation system or securities exchange or under anyFederal or state law, or the consent or approval of any governmental regulatorybody, is necessary or desirable as a condition thereof or in connectiontherewith, no such shares of Common Stock (Nonvoting) may be issued ordelivered unless such listing, registration, qualification, consent or approvalshall have been effected or obtained free of any conditions not acceptable tothe Committee.

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**16.****                              ****Effective Date**.

 

The original effective date of this Plan wasApril 27, 1993.  This amended andrestated Plan is effective on January 1, 2003 (the “Effective Date”),subject to subsequent approval thereof by the Company’s stockholders at the nextmeeting of stockholders to occur after the Effective Date, and shall remain ineffect until it has been terminated pursuant to Section 14.  If the Plan is not approved by thestockholders at such meeting, any Performance Awards granted under the Planbefore the date of such annual meeting shall be void abinitioand of no further force and effect. Unless the Company determines to submit the Plan and the definition of“Performance Goal” to the Company’s stockholders at the first stockholdermeeting that occurs in the fifth year following the year in which the Plan waslast approved by stockholders (or any earlier meeting designated by the Board),in accordance with the requirements of Section 162(m) of the Code, and suchstockholder approval is obtained, then no further Performance Awards shall bemade under the Plan after the date of such stockholder meeting.

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**17.****                              ****Governing Law.**

 

The Plan will be governed by the laws of the State ofNew York without regard to its conflict of law principles.

 

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