Sample Business Contracts

Employment Agreement - Sinclair Broadcast Group Inc. and David B. Amy

Employment Forms

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                          AMENDED EMPLOYMENT AGREEMENT

     THIS AMENDED  EMPLOYMENT  AGREEMENT  (this  "Agreement") is effective as of
this  15th day of  September,  1998 (the  "Effective  Date"),  between  Sinclair
Broadcast  Group,  Inc.,  a  Maryland  corporation  ("SBG"),  and  David  B. Amy

                                 R E C I T A L S

          A.  SBG,  through  its  wholly-owned  subsidiaries,  owns or  operates
television broadcast stations.

          B. Through and including the Effective Date, the Employee was employed
as the Chief  Financial  Officer and Treasurer (the "CFO") of SBG pursuant to an
employment agreement (the "Previous Employment Agreement") effective on February
1, 1998.

          C. It is the intent of the parties  hereto that this  Agreement  shall
supercede and replace the Previous Employment Agreement.

          D. Upon the  recommendation  of the  Employee,  the Board of Directors
(the "Board) of SBG elected Patrick J. Talamantes  ("Talamantes")  to the office
of Treasurer of SBG, effective as of the Effective Date.

          E. In order to facilitate  the promotion of  Talamantes,  the Employee
resigned as Treasurer of SBG, effective as of the Effective Date.

          F. SBG,  recognizing the significant  contributions to SBG made by the
Employee and wishing to continue to employ  Employee as CFO of SBG,  elected the
Employee to the office of Vice President of SBG and  reconfirmed  the Employee's
appointment to the position of CFO, both effective as of the Effective Date

          G.  SBG and  Employee  now  desire  to:  (i) set  forth  the  terms of
Employee's  current  employment  with SBG as Vice President and CFO, (ii) ratify
the previous  grant to Employee of certain stock  options (the "Stock  Options")
made  pursuant  to the  Previous  Employment  Agreement,  and  (iii)  terminate,
supercede  and replace the Previous  Employment  Agreement by this  Agreement in
order to reflect Employee's replacement as Treasurer of SBG.



     NOW, THEREFORE,  IN CONSIDERATION OF the mutual covenants herein contained,
the parties hereto agree as follows:

     1.   DUTIES.

          1.1. DUTIES UPON  EMPLOYMENT.  Upon the terms and subject to the other
provisions  of  this  Agreement,  commencing  on the  Effective  Date,  Employee
continues  to be  employed  by SBG in  Baltimore,  Maryland  as CFO and was also
elected as Vice President of SBG. As the CFO and Vice President, Employee will:

               (a)  report to the Board and the Chief  Executive  Officer of SBG
(the "CEO");

               (b) have such  responsibilities  and  perform  such duties as may
from time to time be established by the CEO and/or the Board; and

               (c) set the performance  goals for, and supervise the performance
of, the financial and  accounting  departments  of SBG,  including  those of the

          1.2. FULL-TIME  EMPLOYMENT.  While an employee of SBG, Employee agrees
to devote Employee's full working time, attention,  and best efforts exclusively
to the business of SBG.

     2.   TERM.

          2.1. TERM. The term of Employee's employment as CFO and Vice President
of SBG under this Agreement (the "Employment  Term") began on the Effective Date
and shall continue until  employment is terminated in accordance with Section 4.
As used in this  Agreement,  an "employment  year" is a twelve (12) month period
beginning on January 1 and ending on the next following  December 31;  provided,
however,  that the first "employment year" shall begin on the Effective Date and
shall end on December 31, 1998.

          2.2.  AT  WILL  EMPLOYMENT.  Notwithstanding  anything  else  in  this
Agreement  seemingly  to  the  contrary  (including,   without  limitation,  the
provisions of Sections 2.1. and 3 regarding the employment term and compensation
and benefits of  Employee),  the  employment  of Employee is not for a specified
period of time, and SBG may terminate the employment of Employee with or without
Cause (as defined below) at any time. There is not, nor will there be, unless in
a writing signed by all of the parties to



this Agreement,  any express or implied agreement as to the continued employment
of Employee.


          3.1  COMPENSATION.  During each  employment  year,  Employee  shall be
entitled to the compensation  determined by the SBG Compensation  Committee (the
"Committee")  after  consulting with the CEO, which  compensation  may include a
bonus based upon the performance of the Employee and/or the Company. Such bonus,
if any, shall be determined in the sole discretion of the Compensation Committee
and shall be  declared,  if at all,  after all  financial  and/or  ratings  data
necessary for the  determination of such amount is available to the Compensation
Committee for its review.

          3.2 OPTIONS.  Concurrent with the Employee's execution of the Previous
Employment  Agreement,  Employee  was granted  (the  "Grant")  Stock  Options to
acquire  Sixty  Seven  Thousand  (67,000)  shares of Class A Common  stock  (the
"Stock") of SBG subject to the terms and  conditions  contained in the Long-Term
Incentive Plan of SBG and pursuant to the Non-Qualified  Stock Option Agreement,
both of  which  have  been  previously  provided  to  Employee.  The  terms  and
conditions of Section 3.2 of the Previous  Employment  Agreement relating to the
grant of the Stock Options are incorporated  herein and are hereby ratified.  On
May 28, 1998 (a date  subsequent  to the Grant of the Stock Options and prior to
the date hereof),  SBG declared a Stock split (the "Split") of two (2) shares of
Stock for every one (1) share of Stock  owned as of the date of the Split.  As a
result of the Split,  the Stock  Options  held by the  Employee  pursuant to the
Grant are currently for One Hundred  Thirty-Four  Thousand  (134,000)  shares of
Stock and not for the original number of Sixty Seven Thousand (67,000) Shares of
Stock.  The  Employee is not granted any stock  options in addition to the Stock
Options  granted  in the  Previous  Employment  Agreement  by as a result of, or
pursuant to, his entrance into this Agreement.



               (a) The  Employment  Term will end, and the parties will not have
any  rights or  obligations  under  this  Agreement  (except  for the rights and
obligations under those Sections of this Agreement which are continuing and will
survive the end of the  Employment  Term,  as  specified in Section 8.10 of this
Agreement)  on the earliest to occur of the  following  events  (individually  a
"Termination Date"):



                    (1) the death of Employee;

                    (2) the  Disability  [as defined in Section 4.1(b) below] of

                    (3) the termination of Employee's employment by Employee;

                    (4) the  termination  of  Employee's  employment  by SBG for
Cause (as defined in Section 4.1(c) below); or

                    (5) the termination of Employee's  employment by SBG without

               (b)  For  the  purposes  of this  Agreement,  "Disability"  means
Employee's  inability,  whether mental or physical, to perform the normal duties
of  Employee's  position  for ninety (90) days  (which need not be  consecutive)
during any twelve (12) consecutive month period,  and the effective date of such
Disability shall be the day next following such ninetieth (90th) day. If SBG and
Employee are unable to agree as to whether  Employee is  disabled,  the question
will be decided by a physician to be paid by SBG and designated by SBG,  subject
to the approval of Employee (which  approval may not be  unreasonably  withheld)
whose determination will be final and binding on the parties.

               (c) For the purposes of this Agreement,  "Cause" means any of the
following:  (i) the wrongful  appropriation for Employee's own use or benefit of
property or money  entrusted to Employee by SBG, (ii) the  commission of any act
involving moral  turpitude,  (iii)  Employee's  continued  willful  disregard of
Employee's  duties and  responsibilities  hereunder after written notice of such
disregard  and the  reasonable  opportunity  to  correct  such  disregard,  (iv)
Employee's  continued  violation  of SBG  policy  after  written  notice of such
violations  (such policy may include  policies as to drug or alcohol  abuse) and
the reasonable  opportunity to cure such violations,  (v) any action by Employee
which is  reasonably  likely to jeopardize a Federal  Communications  Commission
license  of  any  broadcast  station  owned  directly  or  indirectly  by SBG or
programmed  by SBG,  (vi)  the  continued  insubordination  of  Employee  and/or
Employee's  repeated  failure to follow the reasonable  directives of the CEO or
the Board after written notice of such  insubordination or the failure to follow
such reasonable directives, or (vii) the repeated unsatisfactory  performance by
Employee of Employee's  job or duties  hereunder as determined by the CEO or the
Board in his or their sole discretion after written notice thereof.




               (a) If  Employee's  employment  with SBG  terminates  pursuant to
Sections  4.1(a)(1),  4.1(a)(2),  4.1(a)(3),  or 4.1(a)(5),  Employee (or in the
event of the death of Employee,  the person or persons designated by Employee in
a written  instrument  delivered to SBG prior to Employee's death or, if no such
written  designation  has been made,  Employee's  estate)  will be  entitled  to
receive, and SBG will pay to the same, all of the following:

                    (1) the salary payable to Employee  through the  Termination

                    (2) a payment in respect of  unutilized  vacation  time that
has  accrued  through  the  Termination  Date  (determined  in  accordance  with
corporate policies established by SBG); and

                    (3) the  benefits,  if  any,  set  forth  in the  Long  Term
Incentive Plan, upon the terms and conditions set forth therein, but only to the
extent that Employee is entitled to such benefits  pursuant to the provisions of
the Long Term Incentive Plan.

               (b) If  Employee's  employment  with SBG  terminates  pursuant to
Section  4.1(a)(4),  Employee  will be entitled to receive,  and SBG will pay to
Employee,  only the salary payable to Employee through the Termination Date (and
Employee  shall not be entitled to any  benefits  under the Long Term  Incentive
Plan);  provided,  however, that if Employee's employment terminates pursuant to
Subsection (vii) of Section 4.1(c),  Employee shall be entitled to the benefits,
if any, set forth in the Long Term Incentive  Plan in accordance  with the terms
of Subsection (3) of this Section 4.2.

               (c) If the Employee's  employment with SBG terminates pursuant to
Section 4.1(a)(5),  the Employee,  in addition to the benefits he is entitled to
receive pursuant to Section 4.2(a),  shall be entitled to receive, and SBG shall
pay to the  Employee,  one (1)  month's  base  salary  in  effect at the time of
termination  (not  including  bonuses)  for  each  full  year of his  continuous
employment with SBG or its predecessor  regardless of whether the employment has
been pursuant to this Agreement or has been prior to this Agreement.

               (d)  The  termination   payments  (the  "Termination   Payments")
described  in  this  Section  4 will  be in lieu  of any  other  termination  or
severance payments



required by any other SBG policy  (whether  existing  previously or currently or
adopted in the future)  or, to the fullest  extent  permissible  thereunder,  or
under applicable law (including  unemployment  compensation) and the Termination
Payments will constitute  Employee's  exclusive rights and remedies with respect
to termination of Employee's employment.



               (a)  Employee will:

                    (1) keep all  Confidential  Information in trust for the use
and benefit of SBG and its affiliates or subsidiaries (collectively the "Company
Entities") and any broadcast  stations owned or operated  directly or indirectly
by any of the Company Entities;

                    (2) not, except as required by Employee's  duties under this
Agreement,  authorized  in  writing by SBG or as  required  by law or any order,
rule, or regulation of any court or  governmental  agency (but only after notice
to SBG of such  requirement),  at any time  during or after the  termination  of
Employee's   employment  with  SBG,   directly  or  indirectly,   use,  publish,
disseminate,  distribute, or otherwise disclose any Confidential Information (as
defined below);

                    (3) take  all  reasonable  steps  necessary,  or  reasonably
requested  by any of the  Company  Entities,  to  ensure  that all  Confidential
Information  is  kept  confidential  for  the use  and  benefit  of the  Company
Entities; and

                    (4) upon  termination  of  Employee's  employment  or at any
other time any of the Company's Entities in writing so request, promptly deliver
to such  Company  Entity all  materials  constituting  Confidential  Information
relating to such Company  Entity  (including  all copies) that are in Employee's
possession  or under  Employee's  control.  If  requested  by any of the Company
Entities  to return  any  Confidential  Information,  Employee  will not make or
retain any copy of or extract from such materials.

               (b) For purposes of this Section  5.1,  Confidential  Information
means any proprietary or  confidential  information of or relating to any of the
Company  Entities  that is not generally  available to the public.  Confidential
Information  includes  all  information  developed  by or for any of the Company
Entities concerning marketing used by



any of the Company Entities,  suppliers,  any customers (including  advertisers)
with which any of the Company Entities has dealt prior to the Termination  Date,
plans for  development  of new services and expansion into new areas or markets,
internal operations,  financial information,  operations, budgets, and any trade
secrets  or  proprietary  information  of any type  owned by any of the  Company
Entities, together with all written, graphic, other materials relating to all or
any of the same, and any trade secrets as defined in the Maryland  Uniform Trade
Secrets Act, as amended from time to time.

          5.2. NON-COMPETITION.

               (a)  During  the  Employment  Term  and for  twelve  (12)  months
thereafter,  if Employee's  employment  is terminated  for any reason other than
pursuant to Section 4.1(a)(5), Employee will not, directly or indirectly, engage
in the following conduct within any Designated Market Area (as defined below) or
any Metro  Survey Area (as defined  below) in which any of the Company  Entities
owns or operates a broadcast station or otherwise conducts business  immediately
prior to such termination:

                    (i) participate in any activity involved in the ownership or
operation  of a broadcast  station  (other  than,  during the  Employment  Term,
broadcast stations owned or operated by any of the Company Entities);

                    (ii) hire, attempt to hire, or to assist any other person or
entity  in hiring  or  attempting  to hire any  employee  of any of the  Company
Entities or any person who was an employee of any of the Company Entities within
the prior one (1) year period; or

                    (iii)  solicit,  in  competition  with  any of  the  Company
Entities,  the  business of any  customer of any of the Company  Entities or any
entity whose business any of the Company  Entities  solicited during the one (1)
year period prior to Employee's termination.

               (b) Notwithstanding  anything else contained in this Section 5.2,
Employee may own, for  investment  purposes only, up to five percent (5%) of the
stock of any  publicly-held  corporation  whose  stock  is  either  listed  on a
national stock exchange or on the NASDAQ  National  Market System if Employee is
not otherwise affiliated with such corporation.

               (c) As used herein,  "participate"  means  lending one's name to,
acting as consultant or advisor to, being employed by or acquiring any direct or



interest  in any  business or  enterprise,  whether as a  stockholder,  partner,
officer, director, employee, consultant, or otherwise.

               (d) In the event that (i) SBG places all or substantially  all of
its  broadcast  stations  up for sale within one (1) year after  termination  of
Employee's employment hereunder,  or (ii) Employee's employment is terminated in
connection  with the  disposition of all or  substantially  all of such stations
(whether by sale of assets,  equity, or otherwise),  Employee agrees to be bound
by, and to execute such additional  instruments as may be necessary or desirable
to evidence Employee's agreement to be bound by, the terms and conditions of any
non-competition  provisions relating to the purchase and sale agreement for such
stations,  without any  consideration  beyond that expressed in this  Agreement,
provided  that the purchase and sale  agreement is negotiated in good faith with
customary terms and  provisions,  and the  transaction  contemplated  thereby is
consummated.  Notwithstanding the foregoing, in no event shall Employee be bound
by, or obligated to enter into, any  non-competition  provisions  referred to in
this Section  5.2(d) which extend  beyond  twelve (12) months  [including in the
case of terminations pursuant to Section 4.1(a)(5)],  in each case from the date
of  termination  of Employee's  employment  hereunder or whose scope extends the
scope of the non-competition  provisions set forth in Section 5.2(a) (as limited
by Sections 5.2(b) and (c) above).

               (e) The twelve (12) month time period  referred to above shall be
tolled on a day-for-day basis for each day during which Employee participates in
any activity in violation of this Section 5.2 of this Agreement so that Employee
is restricted from engaging in the conduct referred to in this Section 5.2 for a
full twelve (12) months.

               (f) For  purposes of this  Section  5.2,  designated  market area
shall mean the  Designated  Market Area  ("DMA") as defined by The A.C.  Nielsen
Company  (or  such  other  similar  term  as is  used  from  time to time in the
television broadcast community).

               (g) For  purposes of this  Section  5.2,  Metro Survey Area shall
mean the Metro Survey Area ("MSA"), as defined from time to time by the Arbitron
Company  (or such other  similar  term as is used from time to time in the radio
broadcast community).

          5.3.  ACKNOWLEDGMENT.  Employee  acknowledges  and  agrees  that  this
Agreement (including, without limitation, the provisions of Sections 5 and 6) is
a condition of  Employee's  continued  employment by SBG,  Employee's  continued
access to Confidential Information,  Employee's continued eligibility to receive
the items referred to in Sections 3 (including,  without limitation,  Employee's
eligibility  to  participate  in  the  Long  Term  Incentive  Plan),  Employee's
continued advancement at SBG, and Employee being eligible



to receive other special  benefits at SBG; and further,  that this  Agreement is
entered into,  and is  reasonably  necessary,  to protect the Company  Entities'
previous and future  investment in Employee's  training and development,  and to
protect the goodwill and other business interests of the Company Entities.

     6.   REMEDIES.

          6.1.  INJUNCTIVE  RELIEF.  The covenants and obligations  contained in
Section 5 relate to matters which are of a special,  unique,  and  extraordinary
character  and a  violation  of any of the  terms  of such  Section  will  cause
irreparable  injury  to the  Company  Entities,  the  amount  of  which  will be
impossible to estimate or determine and which cannot be adequately  compensated.
Therefore,  the Company Entities will be entitled to an injunction,  restraining
order or  other  equitable  relief  from any  court  of  competent  jurisdiction
(subject to such terms and conditions  that the court  determines  appropriate),
restraining  any  violation  or  threatened  violation  of any of such  terms by
Employee and such other persons as the court orders. The parties acknowledge and
agree that judicial action, rather than arbitration, is appropriate with respect
to the  enforcement of the provisions of Section 5. The forum for any litigation
hereunder  shall be the Circuit  Court of Baltimore  County or the United States
District Court (Northern Division) sitting in Baltimore, Maryland.

          6.2.  CUMULATIVE RIGHTS AND REMEDIES.  Rights and remedies provided by
Sections 5 and 6 are  cumulative  and are in  addition  to any other  rights and
remedies any of the Company Entities may have at law or equity.

     7. ABSENCE OF RESTRICTIONS.  Employee warrants and represents that Employee
is not a party to or bound by any agreement, contract, or understanding, whether
of employment  or otherwise,  with any third person or entity which would in any
way restrict or prohibit Employee from undertaking or performing employment with
SBG in accordance with the terms and conditions of this Agreement.


          8.1.  ATTORNEYS'  FEES.  In  any  action,  litigation,  or  proceeding
(collectively,  "Action")  between the parties  arising out of or in relation to
this Agreement,  the prevailing party in the Action will be awarded, in addition
to any damages, injunctions, or other relief, and without regard to whether such
Action is prosecuted to final appeal, such party's costs and expenses, including
reasonable attorneys' fees.



          8.2.  HEADINGS.  The  descriptive  headings  of the  Sections  of this
Agreement are inserted for  convenience  only,  and do not  constitute a part of
this Agreement.

          8.3. NOTICES. All notices and other communications  hereunder shall be
in writing and shall be deemed given upon (a) oral or written  confirmation of a
receipt  of a  facsimile  transmission,  (b)  confirmed  delivery  of a standard
overnight  courier or when  delivered by hand, or (c) the expiration of five (5)
business  days after the date  mailed,  postage  prepaid,  to the parties at the
following addresses:

                  If to SBG to:              Sinclair Broadcast Group, Inc.
                                             2000 W. 41st Street
                                             Baltimore, Maryland 21211

                                             Attn:    Chief Executive Officer

                  Copy to:                   Thomas & Libowitz, P.A.
                                             Suite 1100
                                             100 Light Street
                                             Baltimore, Maryland 21202-1053

                                             Attn:    Steven A. Thomas

                  If to Employee to:         David B. Amy
                                             2000 W. 41st Street
                                             Baltimore, Maryland 21211

or to such other address as will be furnished in writing by any party.  Any such
notice or  communication  will be  deemed  to have been  given as of the date so

          8.4.  ASSIGNMENT.  SBG may assign this  Agreement to any company which
acquires  all or  substantially  all of its  assets  or  into  which  it  merges
regardless of whether it survives as the successor,  and in such an event and so
long as his employment continues hereunder,  Employee hereby consents and agrees
to be bound by any such assignment by SBG. Employee may not assign, transfer, or
delegate  Employee's  rights or obligations under this Agreement and any attempt
to do so is void.  This Agreement is binding on and inures to the benefit of the
parties,   their   permitted   successors   and  assigns,   and  the  executors,
administrators,  and other legal  representatives  of  Employee.  No other third
parties,  other than Company Entities,  shall have, or are intended to have, any
rights under this Agreement.



          8.5.  COUNTERPARTS.  This  Agreement  may be  signed  in  one or  more


          8.7.  SEVERABILITY.  If the scope of any  provision  contained in this
Agreement  is too  broad to permit  enforcement  of such  provision  to its full
extent, then such provision shall be enforced to the maximum extent permitted by
law, and Employee  hereby  consents  that such scope may be reformed or modified
accordingly,  and enforced as reformed or modified, in any proceeding brought to
enforce such provision.  Subject to the immediately preceding sentence, whenever
possible,  each provision of this Agreement will be interpreted in such a manner
as to be effective and valid under  applicable law, but if any provision of this
Agreement is held to be  prohibited  by or invalid  under  applicable  law, such
provision, to the extent of such prohibition or invalidity,  shall not be deemed
to be a part of this  Agreement,  and shall not invalidate the remainder of such
provision or the remaining provisions of this Agreement.

          8.8. ENTIRE AGREEMENT.This  Agreement,  the Non-Qualified Stock Option
Agreement, and the Long Term Incentive Plan constitute the entire agreement, and
supersede all prior  agreements and  understandings,  written or oral, among the
parties with respect to the subject  matter of this  Agreement and the Long Term
Incentive  Plan.  This  Agreement  may not be  amended  or  modified  except  by
agreement  in  writing,  signed by the party  against  whom  enforcement  of any
waiver, amendment, modification, or discharge is sought.

          8.9.  INTERPRETATION.  This  Agreement  is being  entered  into  among
competent and experienced business professionals (who have had an opportunity to
consult with  counsel),  and any ambiguous  language in this  Agreement will not
necessarily  be construed  against any  particular  party as the drafter of such

          8.10.  CONTINUING  OBLIGATIONS.   The  following  provisions  of  this
Agreement will continue and survive the termination of this  Agreement:  4.2, 5,
6, 7 and 8.

          8.11.  TAXES.  SBG may withhold from any payments under this



Agreement  all  applicable  federal,  state,  city,  or other taxes  required by
applicable law to be so withheld.

          8.12.  ARBITRATION  AND  EXTENSION  OF TIME.  Except  as  specifically
provided in Section 6, any dispute or controversy  arising out of or relating to
this  Agreement  shall be determined  and settled by  arbitration  in Baltimore,
Maryland in accordance  with the  Commercial  Rules of the American  Arbitration
Association then in effect, the Federal Arbitration Act, 9 U.S.C. ss. 1 et seq.,
and the Maryland  Uniform  Arbitration Act, and judgment upon the award rendered
by the arbitrator(s) may be entered in any court of competent jurisdiction.  The
expenses of the arbitration  shall be borne by the  non-prevailing  party to the
arbitration,  including, but not limited to, the cost of experts,  evidence, and
legal counsel.  Whenever any action is required to be taken under this Agreement
within a specified  period of time and the taking of such  action is  materially
affected by a matter submitted to arbitration,  such period shall  automatically
be  extended  by the  number  of  days,  plus ten (10)  that are  taken  for the
determination  of  that  matter  by  the  arbitrator(s).   Notwithstanding   the
foregoing,  the parties agree to use their best  reasonable  efforts to minimize
the costs and frequency of arbitration hereunder.



                         SIGNATURES ON FOLLOWING PAGE]



     IN WITNESS WHEREOF,  the parties hereto have executed this Agreement on the
____ date of  ______________,  1998  intending  same to be  effective  as of the
Effective Date.

                                            SINCLAIR BROADCAST GROUP, INC.


                                                       David D. Smith

                                            Its:         PRESIDENT



                                                DAVID B. AMY