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General Counsel Employment Agreement

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EMPLOYMENT AGREEMENT





THIS EMPLOYMENT AGREEMENT (this "Agreement") is effective as of this 4 th day of August, 2004, between Sinclair Broadcast Group, Inc., a Maryland corporation ("SBG"), and Barry M. Faber ("Employee").





R E C I T A L S





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





B. Pursuant to that certain employment agreement (the "First Employment Agreement" ) effective as of February 21, 1997, the Employee was employed by Sinclair Communications, Inc. as Associate General Counsel.





C. Subsequently, due to Employee92s promotion, Employee entered into an Employment Agreement dated February 28, 2000, which superceded the former Employment Agreement (the "Second Employment Agreement").





D. As Employee has been elected to the office of Vice President of SBG and Vice President of its wholly-owned subsidiary, Sinclair Television Group, Inc. ("STG" ) and additionally assumed the position of General Counsel to both SBG and STG, the parties have determined that it is in their collective best interests to enter into this Agreement.





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, Employee will continue to be employed by SBG and STG as Vice President and General Counsel of SBG and STG, respectively. As the Vice President of SBG and STG and General Counsel of SBG and STG, Employee will:





(a) report (i) primarily to the Chief Executive Officer of SBG (the "SBG CEO") and the Executive Vice President of SBG (the "Executive VP"), , and (ii) to such other officer(s) of SBG as the SBG CEO or Executive VP may from time to time designate;










(b) have such responsibilities and perform such duties as may from time to time be established by SBG92s or STG92s Board of Directors (collectively, the "Board"), the SBG CEO, or the Executive VP.





1.2. Full-Time Employment . While an employee of SBG, Employee agrees to devote Employee92s full working time, attention, and best efforts exclusively to the business of SBG and STG and its direct and indirect subsidiaries.





2. Term .





2.1. Term . The term of Employee92s employment under this Agreement (the "Employment Term") will begin on the Effective Date and continue until employment is terminated in accordance with Section 4.





2.2. At Will Employment . Notwithstanding anything else in this Agreement, including, without limitation, the provisions of Section 2.1. or Section 3. of this Agreement, the employment of Employee is not for a specified period of time, and SBG, STG, or Employee may terminate the employment of Employee with or without Cause (as defined below) at any time for any reason. There is not as of this date, nor will there be in the future, 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 .





3.1. Compensation . Employee shall be entitled during each employment year to the compensation determined by the Compensation Committee of SBG (the "Compensation Committee"), which compensation may include the right to earn bonuses as determined by the Compensation Committee. Any such bonus shall be determined and payable after all financial, ratings, and/or other data necessary for the determination of such amount is available to the Company.





3.2. Vacation . During each Employment Year, Employee shall be entitled to paid vacation leave in an amount equal to one (1) week plus the amount otherwise determined in accordance with such policies in effect at SBG from time to time. For purposes of determining vacation leave available to Employee as of the date of this Agreement and subsequent periods, Employee shall be credited with any time served while an employee of Sinclair Communications, Inc.





3.3. Health Insurance and Other Benefits . During the Employment Term, Employee shall be eligible to participate in health insurance programs that may from time to time be provided by SBG for its employees generally, and Employee shall be eligible to participate in other employee benefits plans that may from time to time be provided by SBG to its employees generally.





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





3.5. Expenses . SBG will pay or reimburse Employee from time to time for all expenses incurred by Employee during the Employment Term on behalf of SBG in accordance with corporate policies established by SBG; provided, that (i) such expenses must be reasonable business expenses, and (ii) Employee supplies to SBG itemized accounts or receipts in accordance with SBG92s procedures and policies with respect to reimbursement of expenses in effect from time to time.





4. Employment Termination .





4.1. Termination of Employment .





(a) The Employment Term will end, and the parties will not have any rights or obligations under this Agreement (except for the rights and obligations under those Sections of this Agreement which are continuing and will survive the end of the Employment 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 Employee;





(3) the termination of Employee92s employment by Employee;





(4) the termination of Employee92s employment by SBG for Cause (as defined in Section 4.1(c) below); or





(5) the termination of Employee92s employment by SBG without Cause.





(b) For the purposes of this Agreement, "Disability" means Employee92s inability, whether mental or physical, to perform the normal duties of Employee92s 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





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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 Employee92s own use or benefit of property or money entrusted to Employee by SBG or STG, (ii) the commission of any act involving moral turpitude, (iii) Employee92s continued willful disregard of Employee92s duties and responsibilities hereunder after written notice of such disregard and the reasonable opportunity to correct such disregard, (iv) Employee92s 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, directly or indirectly, by SBG, (vi) the continued insubordination of Employee and/or Employee92s repeated failure to follow the reasonable directives of the SBG 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 Employee92s job or duties hereunder as determined by the SBG CEO or the Board in his or their sole discretion after written notice thereof.





4.2. Termination Payments .





(a) If Employee92s 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 Employee92s death or, if no such written designation has been made, Employee92s estate) will
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