Sample Business Contracts

Employment Agreement - Sinclair Communications Inc. and Barry Drake

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                              EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT  AGREEMENT (this  "Agreement") is effective as of this 21st
day of  February,  1997,  between  Sinclair  Communications,  Inc.,  a  Maryland
corporation ("SCI"), and Barry Drake ("Employee").


          A.   SCI  through  its  wholly-owned  subsidiaries,  owns or  operates
television and radio broadcast stations.

          B.   SCI desires to employ Employee as Chief  Operating  Officer/Radio
of SCI, and Employee desires to accept such employment.

          C.   SCI and Employee  desire to set forth the terms of  employment of
Employee with SCI as Chief Operating Officer/Radio.

     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 date hereof (the  "Effective
Date"),  Employee  will be  employed  by SCI in  Baltimore,  Maryland  as  Chief
Operating Officer/Radio of SCI. As the Chief Operating  Officer/Radio,  Employee

                (a)  report  to the  Chief  Executive  Officer  and  such  other
officer(s) of SCI as the Chief Executive Officer of SCI designates; and

                (b) have such  responsibilities  and perform  such duties as may
from time to time be  established by the Chief  Executive  Officer or such other
senior officers.

          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 SCI.

     2.   TERM

          2.1.  TERM. The term of Employee's employment  as the Chief  Operating
Officer/Radio of SCI under this Agreement  (the "Employment Term") will begin on


Effective  Date and continue until  employment is terminated in accordance  with
Section 5. 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, 1997.

          2.2.  AT  WILL  EMPLOYMENT.  Notwithstanding  anything  else  in  this
Agreement, including, without limitation, the provisions of Section 2.1. of this
Agreement  and  Schedule  A  attached  hereto  regarding  the  employment  term,
compensation of Employee, or benefits of Employees respectively,  the employment
of  Employee  is not for a specified  period of time,  and SCI or  Employee  may
terminate the employment of Employee with or without Cause (as defined below) at
any time for any reason.  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.   COMPENSATION  AND BENEFITS.  Employee is entitled to the  compensation
and benefits described on Schedule A attached hereto on the terms and conditions
stated therein. Contingent upon Employee's execution of this Agreement, Employee
will also be granted  options to acquire  share of stock of  Sinclair  Broadcast
Group,  Inc.  ("Parent"),  subject to the terms and conditions  contained in the
Long Term  Incentive  Plan of Parent  and the Stock  Option  Agreement  attached
hereto as Schedule B.



                (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 (the  "Termination

                    (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 SCI for
Cause (as defined in Section 4.1(c) below); or

                    (5)   the  termination  of  Employee's   employment  by  SCI
without Cause.

               (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 disregard of directions of
the Chief  Executive  Officer or other senior  management  of SCI after  written
notice of such  disregard,  (iv)  Employee's  continued  violation of SCI policy
after written notice of such violations  (such policy may include policies as to
drug or alcohol abuse), or (v) any action by Employee which is reasonably likely
to  jeopardize  a Federal  Communications  Commission  license of any  broadcast
station owned directly by SCI.


               (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 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 SCI and consistent  with Schedule A hereof);


                    (3)   the benefits set forth in the Stock Option  Agreement,
upon the terms and conditions set forth therein.

               (b) If  Employee's  employment  with SCI  terminates  pursuant to
Section  4.1(a)(5),  prior to August 31,  1998,  Employee  will be  entitled  to
receive,  and SCI will pay to the same,  in addition to any amount owed pursuant
to Section  4.2(a),  Employees'  base salary (but no bonuses or other  benefits,
other than those which may be required by law) through and including  such date,
such payment (i) to be made in accordance with SCI's regular payroll  procedures
and (ii) to be reduced by 50% of any  compensation  earned by Employee  from any
other source during the period such payments are to be made.

               (c)  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.

               (d)  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.


               (a) Employee will:

                      (1)     keep all Confidential Information in trust for the
use and benefit of SCI and its subsidiaries,  and (ii) broadcast  stations owned
or operated directly or indirectly by SCI or its subsidiaries (collectively, SCI

                      (2)     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 or 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

                      (3)     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;

                      (4)     upon  termination of Employee's  employment or any
other time any for 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  Employee's  possession  or
under Employee's  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
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 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 one (1) year  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 Metro Survey Area (as defined below) in which any
of the SCI Entities owns or operates a broadcast  station  immediately  prior to
such termination:

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

                    (2) 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

                    (3) solicit,  in  competition  with any of the SCI Entities,
the  business  of any  customer of any of the SCI  Entities or any entity  whose
business  any of the SCI  Entities  solicited  during the one (1) year period 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
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  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  and closed not later than one
(1) year after the date on which such SCI Entity  first put the  stations up for
sale.  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 one (1) year 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 5.1(a) (as limited by Sections
5.1(b) and (c) above).

               (e)  The one (1) year  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 Section 5.2 of this  Agreement so that  Employee is
restricted  from  engaging in the conduct  referred to in Section 5.2 for a full
one (1) year.

               (f)  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 similar  term as used from time to time in the radio  broadcast


          5.3.  ACKNOWLEDGMENT.  Employee  acknowledges  and  agrees  that  this
Agreement (including without limitation, the provisions of Section 5 and 6) is a
condition  of  Employee  being  employed  by  SCI,  Employee  having  access  to
Confidential  Information,  being  eligible to receive the items  referred to in
Schedule A (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
good will 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,
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
Section 5 are  cumulative  and are 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,   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 SCI 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'

           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:   President


                With a copy to:                Steven A. Thomas, Esquire
                                               Thomas & Libowitz, P.A.
                                               USF&G Tower, Suite 1100
                                               100 Light Street
                                               Baltimore, Maryland 21202

                If to Employee to:             Barry Drake
                                               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 parent of SCI,
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,   including  the  Schedules
attached hereto, and the Stock Option 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 Stock
Option 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  businessmen  (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 language.

          8.10. CONTINUING OBLIGATION.  The provisions in the following sections
of this Agreement will continue and survive the  termination of this  Agreement:
4.2, 5, 6 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, and the Federal Arbitration Act, 9 U.S.C.  Section 1
et seq.,  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


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

                                                  SINCLAIR COMMUNICATIONS, INC.

                                                  By: /s/ David D. Smith
                                                  Its: President

                                                  /s/ Barry Drake
                                                  Barry Drake