Sample Business Contracts

Employment Agreement - Sinclair Broadcast Group Inc. and Kerby Confer

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                              EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT  AGREEMENT (this  "Agreement"),  dated as of December 1998,
and  effective  as of the first day of  January,  1999 (the  "Effective  Date"),
between Sinclair Communications, Inc., a Maryland corporation ("SCI"), and Kerby
Confer ("Employee").

                                 R E C I T A L S
                                 - - - - - - - -

          A. The radio division of SCI, through its  wholly-owned  subsidiaries,
owns and/or programs radio broadcast stations.

          B. Employee has served as a consultant to the radio division of SCI.

          C. SCI desires to employ Employee as Chairman of the radio division of
SCI, and Employee desires to accept such employment.

          D. SCI and  Employee  desire to set forth the terms of  employment  of
Employee  with SCI as  Chairman  of the radio  division  of SCI  (including  the
granting to Employee of Stock Options).

     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 will be
employed by SCI in Baltimore, Maryland as Chairman of the radio division of SCI.
As Chairman of the radio division, Employee will

               (a) report to the Chief Executive Officer of SCI; and

               (b) have such  responsibilities  and  perform  such duties as may
from time to time be established by the Chief Executive Officer of SCI.

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

     2. TERM.  The term of  Employee's  employment  as the Chairman of the radio
division of SCI under this Agreement (the  "Employment  Term") will begin on the
Effective Date and continue until December 31, 2001 unless terminated earlier 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 an the next following December 31.


          3.1.  COMPENSATION.  Employee shall be entitled during each employment
year to the  compensation  at the rate of Three Hundred Fifty  Thousand  Dollars
($350,000) per annum.

          3.2. OPTIONS.  Contingent upon Employee's execution of this Agreement,
the  Company  will  recommend  to the  Stock  Option  Committee  of the Board of
Directors of Sinclair  Broadcast Group, Inc. ("SBG"),  the parent corporation of
SCI, that Employee be granted options to acquire Fifty Thousand  (50,000) shares
of stock of SBG, subject to the terms and conditions  contained in the Long-Term
Incentive Plan of SBG and pursuant to a  Non-Qualified  Stock Option  Agreement,
the form of which has been or is being provided to Employee.

          3.3.  VACATION.  While employed by SCI,  Employee shall be entitled to
two weeks of paid vacation leave during each calendar quarter.

          3.4. HEALTH INSURANCE AND OTHER BENEFITS.  During the Employment Term,
Employee shall be eligible to participate in health insurance  programs that may
from time to time be provided by SCI for its employees  generally,  and Employee
shall be eligible to participate in other employee  benefits plans that may from
time to time be provided by SCI to its employees generally.

          3.5. TAX ISSUES.  To the extent taxable to Employee,  Employee will be
responsible for accounting for and payments of taxes on the benefits provided to
Employee by SCI, and Employee  will keep such  records  regarding  uses of these
benefits as SCI reasonably requires and will furnish SCI all such information as
may be reasonably requested by SCI with respect to such benefits.

          3.6.  EXPENSES.  SCI will pay or reimburse  Employee from time to time
for all expenses  incurred by Employee  during the Employment  Term on behalf of
SCI in accordance with corporate policies established by SCI; provided, that (i)
such expenses must be reasonable  business expenses,  and (ii) Employee supplies
to SCI itemized  accounts or receipts in accordance  with SCI's  procedures  and
policies with respect to reimbursernent of expenses in effect from time to time.

     4. Employment Termination.

          4.1. Termination of Employment.

               (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  Terms,  as  specified  in  Section  8.10 of this  Agreement)  on the
earliest to occur of the following events (the "Termination Date"):

                    (i) the death of Employee;

                    (ii) the  Disability (as defined in Section 4.1(b) below) of

                    (iii) the  termination of Employee's  employment by Employee
upon at least six (6) months prior written notice to Employer;

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

                    (v) the termination of Employee's  employment by SCI without
Cause upon at least six (6) months prior written notice to Employee.

               (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 SCI and
Employee are unable to agree as to whether  Employee is  disabled,  the question
will be decided by a physician to be paid by SCI and designated by SCI,  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 SCI, (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, (iv) Employees continued violation of SCI policy after written notice
of such  violations  (such  policy may  include  policies  as to drug or alcohol
abuse),  (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  SCI,  (vi)   insubordination  of  Employee  and/or
Employee's  repeated  failure to follow the reasonable  directives of Employee's

          4.2. Termination Payments.

               (a) if  Employee's  employment  with SCI  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 SCI prior to



Employee's  death or, if no such written  designation has been made,  Employee's
estate)  will be entitled to receive,  and SCI will pay to the same,  all of the

                    (i) the salary payable to Employee  through the  Termination

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

                    (iii)  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;  provided,  if Employee's  employment  with SCI
terminates  pursuant to Section 4.1(a) (5), in  consideration of the survival of
the covenants (including,  without limitation,  the covenant not to compete) set
forth in Section 5 hereof,  all of the options  issued to  Employee  pursuant to
Section  3.2  hereof  shall  become   exercisable   immediately  prior  to  such

               (b) if  Employee's  employment  with SCI  terminates  Pursuant to
Section  4.1(a)(4),  Employee  will be entitled to receive,  and SCI 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

               (c) The termination  payments described in this Section 4 will be
in lieu of any termination or severance  payments  required by SCI policy or, to
the  fullest   extent   permissible   thereunder,   applicable   law  (including
unemployment  compensation) and will constitute  Employee's exclusive rights and
remedies with respect to termination of Employee's employment.


          5.1. Confidential Information.

               (a) Employee will:

                    (i) keep all  Confidential  Information in trust for the use
and benefit of SCI and any  affiliate or subsidiary  of SCI  (collectively,  the
"SCI Entities") and broadcast  stations owned or operated directly or indirectly
by any of the SCI Entities;

                    (ii) not, except as required by Employee's duties under this
Agreement, authorized by the General Counsel of SCI or as required by law or any
order,  rule, or regulation of any court or governmental  agency (but only after
notice to SCI of such requirement),  at any time during or after the termination
of  Employee's  employment  with SCI, 


directly or indirectly,  use,  publish,  disseminate,  distribute,  or otherwise
disclose any Confidential Information (as defined below);

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

                    (iv) upon  termination  of  Employee's  employment or at any
other time any of the SCI  Entities in writing so request,  promptly  deliver to
such SCI Entity all materials constituting  Confidential Information relating to
such SCI Entity (including all copies) that are in Employees possession or under
Employees  control.  If  requested  by any of the SCI  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
SCI  Entities  that  is not  generally  available  to the  public.  Confidential
Information includes all information developed by or for any of the SCI Entities
concerning marketing used by any of the SCI Entities,  suppliers,  any customers
(including  advertisers)  with which any of the SCI  Entities has dealt prior to
the Termination  Date,  plans for development of new services and expansion into
now areas or markets,  internal operations,  financial information,  operations,
budgets,  and any trade secrets or proprietary  information of any type owned by
any of the SCI 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 SCI
Entities owns or operates a broadcast  television  or radio station  immediately
prior to such termination:

                    (i) participate in any activity involved in the ownership or
operation of a broadcast  television  or radio station  (other than,  during the
term, broadcast television or radio stations owned or operated by any of the SCI
Entities);  provided,  the  restriction  set forth in this  clause (i) shall not
apply with  respect to those  broadcast  stations  in which (and to the  extent)
Employee participates as of the date hereof

                    (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 SCI Entities
or any person who was an  employee of any of the SCI  Entities  within the prior
one (1) year period; or



                    (iii) solicit,  in competition with any of the SCI Entities,
the  business  of any  customer of any of the SCI  Entities  or my entity  whose
business any of the SCI 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 ones name to,
acting as consultant or advisor to, being employed by or acquiring any direct or
indirect  interest in any  business  or  enterprise,  whether as a  stockholder,
partner, officer, director, employee, consultant, or otherwise.

               (d) In the event that (i) SCI places all or substantially  all of
its broadcast  radio 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 radio
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  radio  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 following a termination 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).



               (h)  Notwithstanding  anything to the contrary  contained herein,
the  restrictions  set forth in clause (a) of this  Section  5.2 shall not apply
following  termination  more than four  months  after  the date  hereof,  if the
options referred in Section 3.2 have not been granted prior to such termination.

          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  being  employed by SCI,  Employee's  having access to
Confidential  Information,  Employee's  being  eligible  to  receive  the  items
referred to in Section 3 (including, without limitation,  Employee's eligibility
to participate in the Long-Term Incentive Plan),  Employee's advancement at SCI,
and  Employee  being  eligible to receive  other  special  benefits at SCI;  and
further,  that this Agreement is entered into, and is reasonably  necessary,  to
protect the SCI Entities' investment in Employee's training and development, and
to protect the goodwill and other business interests of the SCI 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 SCI Entities,  the amount of which will be impossible
to estimate or determine and which cannot be adequately compensated.  Therefore,
the SCI 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 an in  addition  to any other  rights and
remedies any of the SCI 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, contact, 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  SCI in  accordance  with  the  terms  and  conditions  of this

          8. MISCELLANEOUS.



               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 SCI to:              Sinclair Communications, Inc.
                                             2000 W. 41st Street
                                             Baltimore, Maryland 21211

                                             Attn:  Chief Executive Officer

                  If to Employee to:         Kerby Confer
                                             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.  SCI may assign this Agreement to any of the SCI
Entities,  and  Employee  hereby  consents  and  agrees  to be bound by any such
assignment by SCI.  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
successors  and  assigns,  and the  executors,  administrators,  and other legal
representatives  of Employee.  No other third parties,  other than SCI 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,  the Long-Term  incentive Plan and the Stock Option Agreement,
dated  as of May 31,  1996,  between  SBG and  Employee  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.  SCI 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



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.



     IN WITNESS  WHEREOF,  the  parties  hereto  have  executed  this  Agreement
effective as of the date first written above.

                                SINCLAIR COMMUNICATIONS, INC.

                                By:   /s/ David B. Amy      

                                Its:  Secretary                   

                                     /s/ Kerby Confer
                                         Kerby Confer