Sample Business Contracts

Employment Agreement - Sinclair Broadcast Group Inc. and Frederick G. Smith

Employment Forms

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                            EMPLOYMENT AGREEMENT


          THIS EMPLOYMENT  AGREEMENT (this  "Agreement") is effective as of this
12th day of June 1998 (the "Effective Date"),  between Sinclair Broadcast Group,
Inc., a Maryland corporation ("SBG"), and Frederick G. Smith ("Employee").

                              R E C I T A L S


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

               B. Employee is currently employed as a Vice President of SBG.

               C. SBG desires to continue to employ Employee as a Vice President
          of SBG, and Employee desires to accept such employment.

               D. SBG and Employee  desire to set forth the terms of  employment
          of Employee with SBG as a Vice President.

          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  continue to be employed by SBG in
          Baltimore, Maryland as a Vice President. As a Vice President, Employee

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

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


          1.2 PERFORMANCE OF SERVICES. While an employee of SBG, Employee agrees
to devote  contribute his best efforts and time to the business of SBG and shall
render the  services to the best of his ability on behalf of SBG.  The  Employee
shall  comply with all laws,  statutes,  rules and  regulations  relating to his

     2. TERM.


          2.1.  TERM.  The term of Employee's  employment as a Vice President of
SBG under this  Agreement  (the  "Employment  Term") will begin on the Effective
Date and continue until his 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,  including, without limitation, the provisions of Sections 2.1. and 3
regarding  the  employment  term and  compensation  and  benefits  of  Employee,
respectively,  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 the
right to earn either  discretionary  cash or stock  bonuses (the  "Discretionary
Bonuses") or incentive bonuses (the "Incentive  Bonuses") (see Section 3.3 below
with respect to Incentive  Bonuses).  Discretionary  and  Incentive  Bonuses are
sometimes  collectively  referred to herein as  "Bonuses".  All Bonuses shall be
determined and payable after all financial data necessary for the  determination
of such is  available  to the  Company.  During  the  first  year of  employment
pursuant to this Agreement, the Employee shall be paid based upon an annual base
salary (the "Base Salary") of One Hundred Ninety Thousand Dollars ($190,000.00).

          3.2 VACATION AND BENEFITS. During each twelve (12) month period during
the  Employment  Term, the Employee shall be entitled to a paid vacation of four
(4) weeks.  The  Employee  shall  schedule his vacation at such time or times as
shall be


approved by SBG, which approval shall not be unreasonably withheld.



          3.3.1   INCENTIVE   BONUS.   In   addition  to  the  Base  Salary  and
Discretionary  Bonus,  if any,  the  Employee  shall be entitled to receive with
respect to each calendar year (or portion  thereof) during the Employment  Term,
an Incentive  Bonus in the event that the  Broadcast  Cash Flow (the "BCF"),  as
defined below,  of SBG for such year exceeds the BCF of SBG for the  immediately
preceding year. The Incentive Bonus shall be paid by granting the Employee stock
options  (the  "Stock  Options")  to acquire a certain  number of Class A Common
Shares of SBG (the "Option Shares") pursuant to the SBG Long Term Incentive Plan
currently in effect and in accordance with the FORM OF SINCLAIR BROADCAST GROUP,
PERFORMANCE  OPTION (the "Stock Option  Agreement")  attached hereto as Schedule
3.3.1.  BCF is defined  below in Section  3.3.3.  The  percentage  increase (the
"Percentage  Increase")  in BCF which is  necessary  for the Employee to earn an
Incentive  Bonus,  the  number of Option  Shares to be  granted  based  upon the
Percentage Increase, and the exercise price (the "Exercise Price") of the Option
Shares appear in Exhibit A attached hereto.



          If during any year after the  Effective  Date  (including  the year of
during which the Effective  Date occurs),  SBG, or any of its direct or indirect
subsidiaries or affiliates, shall acquire, program, or commence program services
for, one or more television or radio stations  [including  pursuant to any Local
Marketing  Agreement  Time Brokerage  Agreement (as those terms are  customarily
used or defined  by the FCC or in the  broadcast  industry  in  general)  or any
similar type services agreements], for the purposes of calculating the Incentive
Bonus  for the year in  which  the  acquisition  has  occurred,  the BCF for the
immediately preceding year shall be increased to reflect such acquisition, or if
in any year SBG, of any of it direct or  indirect  subsidiaries  or  affiliates,
directly  or  indirectly  disposes  of, or shall  cease to  provide  programming
services  with  respect to one or more  television  or radio  stations,  for the
purposes of  calculating  the Incentive  Bonus with respect to the year in which
such disposition has occurred,  the BCF of the immediately  preceding year shall
be  decreased  to reflect  such  disposition,  by an amount equal to the Average
Broadcast  Flow (the "ABCF"),  calculated as of the date of the  acquisition  or
disposition,  of the  television  or radio  station (or stations) so acquired or
disposed of, multiplied by a fraction,  (a) the numerator of which is the number
of days remaining in such year following such acquisition or disposition and (b)
the denominator


of which is 365. ABCF is defined in Section 3.3.3 below.

          3.3.3  DEFINITION  OF BCF AND ABCF.  As used in this  Section 3.3, the
term BCF shall mean, for any period, operating income (from the ownership of, or
the providing of program  services to,  television or radio  stations)  plus (a)
non-cash expenses,  including depreciation and amortization expense, programming
amortization expense, barter expense and deferred compensation expense, plus (b)
corporate  expense  (including  any  special  bonuses  paid to  other  executive
officers of SBG),  less (c) film  contract  payments,  cash payments on deferred
compensation and non-cash broadcast revenue, in each case as such items shall be
determined in accordance with generally accepted accounting principals ("GAAP");
and ABCF shall mean the average  annual BCF of a television or radio station for
the three (3) full calendar  years of such station prior to its  acquisition  by
SBG or one of its direct or indirect subsidiaries or affiliates.

          3.3.4 PAYM ENT. The  Incentive  Bonus shall be paid to the Employee as
soon as  practicable,  but in no event later than March 31 following  the end of
each calendar  year.  The amount of Option Shares due under the Incentive  Bonus
with  respect to any period of less than an entire year shall be  determined  by
multiplying  the Option  Shares that would have been payable with respect to the
whole of such year (using  actual  results for such year and  assuming  that the
Agreement  had been in effect the entire year) by a fraction,  the  numerator of
which is the number of days of such year and the denominator of which is 365.




               (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 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
               Date; and

                    (2) 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

          (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 any affiliate or subsidiary (collectively,
               the "Company  Entities") and 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


          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 immediately prior to such termination:

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

                    (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

               (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

               (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

               (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:                   Frederick G. Smith
                                              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
effective as of the date first written above.

                         SINCLAIR BROADCAST GROUP, INC.

                         BY:   ______________________________
                               DAVID D. SMITH, PRESIDENT


                               FREDERICK G. SMITH




                                  JUNE 12, 1998

     The following Chart reflects the relationship of the increase in BCF to the
number of shares for which Options will be granted:

                  Percentage Increase                  Shares for Which
                        in BCF                       Options are Granted

                   -----------------                 -------------------

                      1% to 3%                                None
                      4%                                      5,000
                      5%                                      7,500
                      6%                                     10,000
                      7%                                     12,500
                      8%                                     15,000
                      9%                                     17,000
                     10%                                     20,000
                     11%                                     22,500
                     12% and Above                           25,000