Sample Business Contracts

Employment Agreement - Sinclair Broadcast Group Inc. and J. Duncan 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 J. Duncan 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
Secretary to SBG. As Secretary, Employee will:

               (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 Board.



          1.2 PERFORMANCE OF SERVICES. While an employee of SBG, Employee agrees
to 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 services.

     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  INCENTIVE BONUSES.

               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 PAYMENT.  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

                    (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;


               (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 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 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 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 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 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
indirect  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:         J. Duncan 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



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.


                                                     DAVID D. SMITH, PRESIDENT


                                                  J. DUNCAN SMITH



                                                                       Exhibit A



                                  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