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Cfo Employment Agreement

This is an actual contract by Sinclair Broadcast Group.

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Sectors: Media
Governing Law: Maryland, View Maryland State Laws
Effective Date: September 15, 1998
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EXHIBIT 10.3


AMENDED EMPLOYMENT AGREEMENT


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


R E C I T A L S


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


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


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


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


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


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


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


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


1. DUTIES.


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


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


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


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


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


2. TERM.


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


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


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


3. COMPENSATION AND BENEFITS.


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


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


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


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(1) the death of Employee;


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


(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 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 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.


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4.2. TERMINATION PAYMENTS.


(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 Termin
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