EX-10.3 3 ex10-3.htm EXHIBIT 10.3

Exhibit 10.3

DIRECTOR RESTRICTED STOCK AWARD AGREEMENT

2017 EQUITY AND INCENTIVE COMPENSATION PLAN

Gray Television, Inc. (the “Company”) hereby grants to Participant (the “Award”) the Restricted Stock covering the class of Stock (the “Restricted Shares”) in the amounts and on the dates indicated below, subject to the Participant’s continuous service with the Company and/or its Subsidiaries through each applicable vesting date (such period, the “Vesting Period”). The Award is subject to the terms and conditions set forth on this page and in Attachment A hereto (collectively, this “Agreement”), as well as those in the Company’s 2017 Equity and Incentive Compensation Plan (the “Plan”), which is incorporated herein.

Participant:

Date of Grant:

Vesting Date | Class of Shares | Number of Shares
Total Number of Restricted Shares |

The Participant acknowledges that he or she (a) has received a copy of the Plan and the prospectus for the Plan, (b) has had an opportunity to review the terms of this Agreement, the Plan, and the prospectus for the Plan, and (c) understands and agrees to the terms and conditions of this Agreement and the Plan.

As of the Date of Grant, this Agreement and the Plan set forth the entire understanding between Participant and the Company regarding the Award and supersede all prior oral and written agreements on the terms of the Award. Capitalized terms not explicitly defined herein are defined in the Plan. In the event of any conflict between the terms of the Award and the Plan, the terms of the Plan will control.

GRAY TELEVISION, INC. |  | PARTICIPANT: |
By: |  |  | By: |  |
Name: |  |  | Date: |  |
Title: |  |  |  |  |
Date: |  |  |  |  |

GRAY TELEVISION, INC.

DIRECTOR RESTRICTED STOCK AWARD AGREEMENT

2017 EQUITY AND INCENTIVE COMPENSATION PLAN

ATTACHMENT A

1. Restrictions on Transfer of Restricted Shares. Subject to Section 15 of the Plan, the Restricted Shares shall not be transferable prior to Vesting pursuant to Section 3 hereof other than by will or pursuant to the laws of descent and distribution. Any purported transfer or encumbrance in violation of the provisions of this Section shall be void, and the other party to any such purported transaction shall not obtain any rights to or interest in such Restricted Shares.

2. Vesting of Restricted Shares.

| (a) | The Restricted Shares covered by this Agreement shall become nonforfeitable (“Vest” or similar terms) as provided on the first page of this Agreement. Any Restricted Shares that do not so Vest will be forfeited, including, except as provided in Section 2(b) or Section 2(c) below, if the Participant ceases to be continuously providing services to the Company or a Subsidiary prior to the end of the Vesting Period. For purposes of this Agreement, “continuously providing services” (or substantially similar terms) means the absence of any termination of the Participant’s service with the Company or a Subsidiary.

| (b) | Notwithstanding Section 2(a) above, any Restricted Shares that have not previously Vested and have not been forfeited shall Vest (i) upon the Participant’s death or Disability prior to the end of the Vesting Period, and/or (ii) upon a Change in Control; provided, in each such case, that the Participant was continuously providing services to the Company or any of its Subsidiaries through the date of death, Disability, or Change in Control. For purposes of this Agreement, “Disability,” or similar terms, shall mean the Participant is unable to engage in any substantial gainful activity due to medically determinable physical or mental impairment expected to result in death or to last for a continuous period of not less than 12 months.

3. Rights as a Shareholder. The Participant shall have all the rights of a shareholder with respect to the Restricted Shares, including the right to vote the Restricted Shares and receive all dividends paid thereon; provided, however, that any additional shares of Stock or other securities that the Participant may become entitled to receive pursuant to a stock dividend or other distribution shall be subject to the same restrictions as the Restricted Shares covered by this Agreement. For the avoidance of doubt, any such dividends or other distributions on the Restricted Shares will be deferred until, and paid contingent upon, the Vesting of such Restricted Shares.

4. Issuance of Restricted Shares; Retention of Stock Certificates; Electronic Delivery. The Restricted Shares will be issued either (a) in certificate form or (b) in book entry form, registered in the name of the Participant, with legends or notations as applicable, referring to the terms, conditions, and restrictions set forth in this Agreement. Certificates representing the Restricted Shares, if any, will be held in custody by the Company together with a stock power endorsed in blank by the Participant with respect thereto, until those Restricted Shares have Vested in accordance with Section 2. The Company, in its sole discretion, may deliver any documents related to the Restricted Shares and the Participant’s participation in the Plan, or future awards that may be granted under the Plan, by electronic means or request the Participant’s consent to participate in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and, if requested, agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

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5. Adjustments. The number of Restricted Shares subject to this Agreement and the other terms and conditions of the grant evidenced by this Agreement are subject to adjustment as provided in Section 11 of the Plan.

6. Compliance With Law. The Company shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision of the Plan and this Agreement, the Company shall not be obligated to issue any shares of Stock pursuant to this Agreement if the issuance thereof would result in a violation of any such law.

7. No Right to Future Awards. The grant of the Restricted Shares under this Agreement to the Participant is a voluntary, discretionary award being made on a one-time basis and it does not constitute a commitment to make any future awards.

8. Amendments. Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided, however, that no amendment shall impair the rights of the Participant under this Agreement without the Participant’s written consent.

9. Severability. In the event that one or more of the provisions of this Agreement shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable.

10. Relation to Plan. This Agreement is subject to the terms and conditions of the Plan. In the event of any inconsistency between the provisions of this Agreement and the Plan, the Plan shall govern. The Committee acting pursuant to the Plan, as constituted from time to time, shall, except as expressly provided otherwise herein or in the Plan, have the right to determine any questions that arise in connection with this Agreement.

11. Disclosures. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prevents the Participant from providing, without prior notice to the Company, information to governmental authorities regarding possible legal violations or otherwise testifying or participating in any investigation or proceeding by any governmental authorities regarding possible legal violations.

12. Governing Law. This Agreement shall be governed by and construed with the internal substantive laws of the State of Georgia, without giving effect to any principle of law that would result in the application of the law of any other jurisdiction.

13. Successors and Assigns. Without limiting Section 1 hereof, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, administrators, heirs, legal representatives and assigns of the Participant, and the successors and assigns of the Company.

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