Directors Restricted Stock Plan

GRAY TELEVISION, INC.
DIRECTOR RESTRICTED STOCK PLAN


GRAY TELEVISION, INC.


CERTIFICATE


I, _______________________ , Secretary of Gray Television, Inc. having in my custody and possession the corporate records of said corporation, do hereby certify that attached hereto is a true and correct copy of the Gray Television, Inc. Director Restricted Stock Plan as in effect as of _______________________. WITNESS my hand this _______ day of ___________________ , ____________.


GRAY TELEVISION, INC.
DIRECTOR RESTRICTED STOCK PLAN


ARTICLE 1
GENERAL


1.1 PURPOSE. The Gray Television, Inc. Director Restricted Stock Plan (the "Plan") has been established by Gray Television, Inc. (the "Company") to (a) attract and retain persons eligible to participate in the Plan; (b) motivate Participants, by means of appropriate incentives, to achieve long-range goals; (c) provide incentive compensation opportunities that are competitive with those of other similar companies; and (d) further identify Participants' interests with those of the Company's other shareholders through compensation that is based on the Company's common stock; and thereby promote the long-term financial interest of the Company and the Subsidiaries, including the growth in value of the Company's equity and enhancement of long-term shareholder return.


1.2 PARTICIPATION. Subject to the terms and conditions of the Plan, the Committee shall determine and designate, from time to time, from among the Eligible Individuals, those persons who will be granted Awards under the Plan, and thereby become "Participants" in the Plan. Awards may be granted as alternatives to or replacement of awards outstanding under the Plan, or any other plan or arrangement of the Company or a Subsidiary (including a plan or arrangement of a business or entity, all or a portion of which is acquired by the Company or a Subsidiary).


1.3 OPERATION, ADMINISTRATION, AND DEFINITIONS. The operation and administration of the Plan, including the Awards made under the Plan, shall be subject to the provisions of Article 4 (relating to operation and administration). Capitalized terms in the Plan shall be defined as set forth in the Plan (including the definition provisions of Article 2 of the Plan).


ARTICLE 2
DEFINED TERMS


In addition to the other definitions contained herein, the following definitions shall apply:


2.1 ACT. The term "Act" shall mean the Securities Exchange Act of 1934, as amended from time to time.


2.2 AWARD. The term "Award" shall mean an award of Restricted Stock granted under the Plan.


2.3 BOARD. The term "Board" shall mean the Board of Directors of the Company.


2.4 CHANGE IN CONTROL. The term "Change in Control" shall occur if (i) any Person (other than the Company) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company which represent 45% or more of the combined voting power of the Company's then outstanding securities; (ii) during any period of



two (2) consecutive years individuals who at the beginning of such period constitute the Board cease for any reason to constitute at least a majority thereof, unless the election, or the nomination for election, by the Company's shareholders, of each new director is approved by a vote of at least two-thirds (2/3) of the directors then still in office who were directors at the beginning of the period but excluding any individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such term is used in Rule 14a-11 of Regulation 14A promulgated under the Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board; (iii) there is consummated any consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or pursuant to which shares of the Company's Stock are converted into cash, securities, or other property, other than a merger of the Company in which the holders of the Company's Stock immediately prior to the merger have the same proportionate ownership of common stock of the surviving corporation immediately after the merger; (iv) there is consummated any consolidation or merger of the Company in which the Company is the continuing or surviving corporation in which the holders of the Company's Stock immediately prior to the merger do not own fifty-one percent (51%) or more of the combined voting power of the surviving corporation immediately after the merger ; (v) there is consummated any sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company, or (vi) the shareholders of the Company approve any plan or proposal for the liquidation or dissolution of the Company.


2.5 CODE. The term "Code" shall mean the Internal Revenue Code of 1986, as amended. A reference to any provision of the Code shall include reference to any successor provision of the Code.


2.6 COMPANY. The term "Company" shall mean Gray Television, Inc., a Georgia Corporation.


2.7 ELIGIBLE INDIVIDUAL. The term "Eligible Individual" shall mean any Board member.


2.8 FAIR MARKET VALUE. The term "Fair Market Value" shall mean for any particular date, (i) for any period during which the Stock shall not be listed for trading on a national securities exchange, but when prices for the Stock shall be reported by the National Market System of the National Association of Securities Dealers Automated Quotation System ("NASDAQ"), the last transaction price per share as quoted by National Market System of NASDAQ, (ii) for any period during which the Stock shall not be listed for trading on a national securities exchange or its price reported by the National Market System of NASDAQ, but when prices for the Stock shall be reported by NASDAQ, the closing bid price as reported by the NASDAQ, (iii) for any period during which the Stock shall be listed for trading on a national securities exchange, the closing price per share of stock on such exchange as of the close of such trading day or (iv) the market price per share of Stock as determined by a nationally recognized investment banking firm selected by the Board in the event neither (i), (ii) or (iii) above shall be applicable. If Market Price is to be determined as of a day when the securities markets are not open, the Market Price on that day shall be the Market Price on the preceding day when the markets were open.


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2.9 REPORTING PERSON. The term "Reporting Person" shall mean a person subject to Section 16 of the Act.


2.10 PERIOD OF RESTRICTION. The term "Period of Restriction" shall mean the period during which the transfer of the shares of Stock is limited in some way (based on the passage of time, the achievement of performance goals, or upon the occurrence of other events as determined by the Committee, at its discretion), and the shares of Stock are subject to a substantial risk of forfeiture.


2.11 RESTRICTED STOCK. The term "Restricted Stock" shall mean a grant of shares of Stock, with such shares of Stock restricted in transferability in some way and subject to a risk of forfeiture.


2.12 SUBSIDIARY. The term "Subsidiary" shall mean a subsidiary corporation as defined in Section 425 of the Code.


2.13 STOCK. The term "Stock" shall mean the authorized and unissued shares of the Company's common stock.


ARTICLE 3
RESTRICTED STOCK AWARDS


3.1 TERMS. Restricted Stock may be awarded as a bonus with no purchase price or may be sold to a Participant with a purchase price less than the Fair Market Value thereof on the date of issuance. In the case of any Award:


(a) The purchase price, if any, will be determined by the C ...