Employment Agreement [Amendment No. 1] - Sinclair Broadcast Group Inc. and Barry Baker
FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT
This First Amendment ("First Amendment") dated as of May , 1998 to the
Agreement, dated as of April 10, 1996 (the "Original Agreement"), between
Sinclair Broadcast Group, Inc., a Maryland corporation ("Sinclair"), and Barry
Baker ("Executive").
WHEREAS, Sinclair and Executive have entered into the Original
Agreement, which provides among other things the terms and conditions on which
Sinclair and Executive agree that Executive will serve as President and Chief
Executive Officer of Sinclair Communications, Inc. ("SCI"), Executive Vice
President of Sinclair, and a member of the Board of Directors of each of
Sinclair and SCI;
WHEREAS, Sinclair and Executive desire, pursuant to this First
Amendment, to amend the Original Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and obligations contained herein, the parties agree, intending to be
legally bound, as follows:
1. Section 1.2 of the Original Agreement is hereby amended so that the
first sentence thereof is replaced in its entirety with the following:
The term of this Agreement (the "Agreement Term"), shall commence on
the date hereof and terminate on December 31, 2001, unless extended as
provided in Section 8 or sooner terminated pursuant to the provisions
of Section 9 or Section 10; provided, however, that Executive shall not
be an employee, officer or director of Sinclair, SCI or any of their
subsidiaries until the Effective Date (as hereinafter defined). (As
used elsewhere herein, the term "First Closing" shall mean the Closing
(as defined in the Purchase Agreement)).
2. Section 10.3.1 of the Original Agreement is hereby amended so that
clause (g) thereof is replaced in its entirety with the following:
(g) the Effective Date shall not have occurred by December 3, 1998,
unless such failure is solely due to actions or failure to take actions
on the part of Executive (other than the failure of Executive to
elminate his attributable ownership interest in RCB and RCLP).
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3. Section 10.4.1 of the Original Agreement is hereby amended so that the
second sentence thereof is replaced in its entirety with the following:
The "Broadcast Option" is an option of Executive to require Sinclair
and SCI to sell and assign to Executive, or any one or more persons or
entities designated by Executive (collectively, the "Transferee"), free
and clear of any and all Indebtedness and Liens (other than Permitted
Liens (as hereinafter defined)), for an aggregate purchase price in
cash equal to the fair market value thereof, (i) all (and not less than
all) radio and/or television broadcasting stations (including all
broadcasting assets, licenses, permits and programming contracts) then
owned or held directly or indirectly by Sinclair or SCI (or their
affiliates), at the option of Executive, in or substantially serving
either (but not both of) the St. Louis, Missouri or the
Greenville-Spartanburg, S.C.-Asheville, N.C.-Anderson, S.C. Designated
Market Areas and (ii) all (and not less than all) rights of Sinclair,
SCI or any of their affiliates to provide programming services with
respect to all television or radio stations in such selected Designated
Marketing Area, including all local marketing, time brokerage or
similar management services agreements, for an aggregate purchase price
equal to the fair market value thereof.
4. Section 10.4.2 of the Original Agreement is hereby amended so that the
first sentence thereof is replaced in its entirety with the following:
Executive may exercise the Broadcast Option by providing Sinclair and
SCI, within the 180-day period referred to above, written notice of
Executive's intent to do so and the Designated Market Area to which it
applies.
5. Section 10.4.4 of the Original Agreement is hereby replaced in its
entirety with the following:
10.4.4 INTENTIONALLY OMITTED.
6. Terms used herein but not defined herein shall have the meaning given
them in the Original Agreement.
7. Except as expressly provided herein, all of the terms of the Original
Agreement shall continue in full force and effect.
8. Section 12.1 of the Original Agreement is hereby replaced in its
entirety with the following:
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If to Executive:
Barry Baker
28 Merry Hill Court
Baltimore, Maryland 21208
with a copy to:
Andrew M. Baker, Esq.
Baker & Botts, L.L.P.
2001 Ross Avenue
Dallas, Texas 75201
9. This First Amendment shall be governed by and construed and enforced in
accordance with the laws of the State of Maryland applicable to agreements made
and to be performed entirely in Maryland.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date first above written.
SINCLAIR BROADCASTING GROUP, INC.
By: /s/ David Smith
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Name: David D. Smith
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Title: President/CEO
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BARRY BAKER
By: /s/ Barry Baker
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