Sample Business Contracts


Employment Agreement - Sinclair Broadcast Group Inc. and Barry Baker

Employment Forms

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                              EMPLOYMENT AGREEMENT

                  AGREEMENT,  dated as of April  10,  1996  (this  "Agreement"),
between Sinclair Broadcast Group, Inc., a Maryland corporation ("Sinclair"), and
Barry Baker ("Executive").

                  WHEREAS,  Sinclair  and  River  City  Broadcasting,   L.P.,  a
Delaware  limited  partnership  ("RCB")  have  entered  into an  Asset  Purchase
Agreement (the "Purchase Agreement") dated as of even date herewith, pursuant to
which RCB has  agreed to sell,  and  Sinclair  has agreed to  purchase,  certain
non-license  assets used or held for use by RCB in connection with the operation
of substantially  all of RCB's owned and operated radio and television  stations
(the "River City Acquisition");

                  WHEREAS,  Sinclair, RCB and River City License Partnership,  a
Missouri  general  partnership  ("RCLP"),  have entered into an Option Agreement
(the "Option Agreement"),  dated as of even date herewith, pursuant to which RCB
and RCLP have granted  Sinclair  options to acquire  certain assets used or held
for use by RCB and RCLP in connection  with the operation of its Columbus,  Ohio
television  station and  license  assets used or held for use by RCB and RCLP in
connection  with  the  operation  of all of its  owned  or  operated  radio  and
television stations (the"RCB Stations");

                  WHEREAS,  on or prior to September 30, 1996 (the "SCI Transfer
Date"),  Sinclair  will  contribute  substantially  all of the stock and  assets
related to its broadcasting  subsidiaries to a newly formed Maryland corporation
and wholly owned subsidiary, Sinclair Communications, Inc. ("SCI");

                  WHEREAS, SCI will execute a counterpart of, and become a party
to, this Agreement on or prior to the Effective Date (as hereinafter defined);

                  WHEREAS,  Sinclair  wishes to secure the services of Executive
as President and Chief  Executive  Officer of SCI,  Executive  Vice President of
Sinclair, and a member of the Board of Directors of each of Sinclair and SCI for
an extended period of time beginning on the Effective Date (as defined herein);

                  WHEREAS,  Sinclair  desires to enter into this Agreement,  and
commence certain obligations to Executive  hereunder,  as of the date hereof, to
assure itself of Executive's availability as of the Effective Date;

                  WHEREAS,   the  Board  of  Directors,   and  the  Compensation
Committee of the Board of Directors,  of Sinclair has approved this Agreement in
all respects;

                  WHEREAS,  stockholders  of Sinclair  holding a majority of the
voting stock of Sinclair have entered into a Voting Agreement  pursuant to which
they have agreed to approve all aspects of this Agreement requiring  stockholder
approval, including, without limitation, the 1996 LTIP (as hereinafter defined);
and

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                  WHEREAS, the Executive is willing to enter into this Agreement
upon the terms and conditions hereinafter set forth.

                  NOW,  THEREFORE,  in  consideration  of the  premises  and the
mutual covenants and obligations contained herein, the parties agree,  intending
to be legally bound, as follows:

                  1.       Employment; Term.

                           1.1  Sinclair  and SCI shall  employ  Executive,  and
Executive  shall  serve as  President  and Chief  Executive  Officer  of SCI and
Executive Vice President of Sinclair,  during the Employment Term (as defined in
Section 1.2). During the entire Employment Term,  Executive shall be a member of
the Board of Directors of Sinclair and SCI. In addition,  Executive  shall serve
as the  President,  Chief  Executive  Officer  and as a member  of the  Board of
Directors of such direct or indirect subsidiaries of SCI as Executive shall from
time to time determine.

                           1.2  The  term  of  this  Agreement  (the  "Agreement
Term"), shall commence on the date hereof and terminate on the fifth anniversary
of the Closing (as defined in the Purchase Agreement and hereinafter referred to
as the "First  Closing"),  unless  extended  as  provided in Section 8 or sooner
terminated  pursuant to the  provisions  of Section 9 or Section  10;  provided,
however,  that  Executive  shall not be an  employee,  officer  or  director  of
Sinclair,  SCI or  any of  their  subsidiaries  until  the  Effective  Date  (as
hereinafter  defined).  Executive's status as an employee,  officer and director
under this Agreement shall commence on the Effective Date and shall terminate on
the termination of the Agreement Term (the "Employment  Term").  Notwithstanding
anything  to the  contrary,  this  Agreement  shall be void and of no force  and
effect if the Purchase Agreement is terminated in accordance with its terms. For
the purposes of this Agreement, "Effective Date" shall mean the earlier to occur
of:  (a) the date on which  Executive  no longer has an  attributable  ownership
interest,  within  the  meaning  of the rules  and  regulations  of the  Federal
Communications  Commission (the "FCC"), in RCB or RCLP; or (b) the first date on
which all of the  following  have  occurred:  (i) the closing of the sale of the
license  assets related to WFBC,  Anderson,  South Carolina by RCB and RCLP to a
party other than Sinclair or any of its  subsidiaries  or  affiliates;  (ii) the
divestiture  of the  license  assets  related to  WTTE-TV,  Columbus,  Ohio,  by
Sinclair;  and (iii) the  elimination of the  attributable  ownership  interest,
within the meaning of the rules and  regulations of the FCC, in Channel 63, Inc.
by David D. Smith, Frederick G. Smith, J. Duncan Smith and Robert E. Smith.

                  2.       Duties and Authority.

                           2.1 During the Employment  Term, as CEO and President
of SCI, under the direction and subject to the control of the Board of Directors
of SCI (which  direction shall be such as is customarily  exercised over a chief
executive  officer),  Executive shall be responsible for the business,  affairs,
properties  and  operations  of SCI and shall  have  general  executive  charge,
management  and control of SCI, with all such powers and authority  with respect
to such  business,  affairs,  properties  and  operations  as may be  reasonably
incident  to such  duties and  responsibilities.  With  respect  to the  matters
expressly  addressed in Exhibit A, during the Employment  Term, 


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Executive  shall  have the  powers  and  authority,  and shall be subject to the
limitations on powers and authority,  set forth in Exhibit A. Exhibit A shall be
strictly  construed and shall be deemed to expand or restrict  Executive's power
and  authority  as granted in the first  sentence of this  Section 2.1 only with
respect to the matters expressly addressed therein.

                           2.2 During the  Employment  Term,  as Executive  Vice
President of Sinclair,  Executive  shall perform such duties that are consistent
with his status set forth in this Section 2.2 as may  reasonably  be assigned to
him by the Chief  Executive  Officer of Sinclair or by the Board of Directors of
Sinclair. Throughout the Employment Term, (a) Sinclair shall not confer upon any
other officer or employee of Sinclair (other than David D. Smith,  the President
and  Chief  Executive  Officer  of  Sinclair)  the title of  President  or Chief
Executive Officer, or power or authority superior to that of Executive,  and (b)
Sinclair  shall not confer upon any other  officer or  employee of Sinclair  the
title of Executive  Vice President of Sinclair,  or power or authority  equal to
that of  Executive;  provided,  however,  that (x) in the  event of the death or
Disability  (as  hereinafter  defined in Section 10.2 hereof) of David D. Smith,
Sinclair  may  confer  upon one other  person the title of  President  and Chief
Executive  Officer and (y) in the event that  Sinclair  (i) employs a person who
contemporaneously  with the  commencement  of such  employment  makes a personal
investment  in Sinclair  common equity in an amount equal to or greater than the
fair  market  value (as  defined in Section  8.2.5 with  respect to  Outstanding
Voting  Securities)  of the direct or indirect  investment  by  Executive in any
securities of Sinclair or its  affiliates,  measured at the time such new person
becomes  an  employee  and  (ii)  such  new  employee  is  to  have   management
responsibility  for a  subsidiary  or  division  of  Sinclair  with a cash  flow
projected by the Board of Directors of Sinclair for the  immediately  succeeding
12-month  period to be equal to or greater than 125% of the cash flow  projected
by the Board of  Directors  of Sinclair  for the same period with respect to the
business  then managed by  Executive,  then Sinclair may confer upon such person
the title of Executive Vice President of Sinclair, and power and authority equal
(but not superior) to that of Executive.

                           2.3  After  the  SCI  Transfer  Date,  all  business,
affairs,  properties  and  operations  of  Sinclair  or its  direct or  indirect
subsidiaries  reasonably  related to the ownership or operation of television or
radio  stations  (including,  for  example,  ancillary  businesses,  such as the
national representation business, the travel and entertainment business, station
fair and marketing  events,  and investments in programming  made in the form of
percentages  of  programming  obtained  in  connection  with  the  clearance  of
programming  on stations  owned or operated by SCI) shall be conducted by SCI or
one of its  direct  or  indirect  subsidiaries.  Unless  otherwise  agreed,  the
creation of programming  and  investments in the creation of programming  (other
than as expressly  noted above in this Section 2.3) shall not be deemed to be an
ancillary business within the meaning of this Section 2.3.

                           2.4 Throughout the Employment Term, Executive will be
a member of any executive or finance committee, if any, of Sinclair and SCI.

                           2.5  During  the  Agreement  Term it  shall  not be a
violation of this  Agreement for  Executive to (a) serve on corporate,  civic or
charitable  boards  or  committees,   (b)  deliver  lectures,  fulfill  speaking
engagements  or  teach  at  educational  institutions  and (c)  manage

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personal  investments,  so long as in the case of (a),  (b) and (c)  above  such
activities do not  significantly  interfere with the  performance of Executive's
responsibilities  as an  employee of Sinclair  and SCI in  accordance  with this
Agreement.

                  3.       Location.

                  During the Employment  Term,  Executive's  services under this
Agreement shall be performed  principally in Baltimore,  Maryland.  The parties,
however,  acknowledge and agree that the nature of Executive's  duties hereunder
shall require reasonable travel from time to time.

                  4.       Cash Compensation.

                           4.1 Base Salary.  During the Agreement Term, Sinclair
or SCI shall pay to  Executive,  in monthly  or more  frequent  installments  in
accordance with SCI's regular payroll  practices for senior  executives,  a base
salary of not less than $1,055,952.34 per annum;  provided,  however,  that such
minimum base salary shall be adjusted  upward,  as of January 1, 1997, and as of
each  successive  January 1 to the end of the  Agreement  Term, by 7 1/2% (as so
adjusted,  including  pursuant to the next sentence,  the "Base Salary").  It is
understood  that SCI or Sinclair  may, at any time,  in the  discretion of their
respective  Boards of Directors,  increase,  but not decrease,  Executive's Base
Salary.

                           4.2      Bonus.

                           4.2.1 In addition to his Base Salary, Executive shall
be entitled to receive with respect to each calendar  year (or portion  thereof)
during the Agreement  Term, a bonus ("Bonus") equal to 2% of the amount by which
the Broadcast Cash Flow (as defined below) of SCI (including,  in the event that
Sinclair or any affiliate of Sinclair (other than SCI) owns, or provides program
services with respect to, a television or radio station, the Broadcast Cash Flow
of such  stations)  for such year  exceeds the  Broadcast  Cash Flow (as defined
below) for the immediately preceding year. For the year ended December 31, 1995,
"Broadcast Cash Flow" shall mean $223,836,000. The calculation of Broadcast Cash
Flow for the year ended December 31, 1995, is set forth on Schedule A.

                           4.2.2 If in any year  after the  closing of the River
City  Acquisition,  Sinclair or SCI, directly or indirectly,  shall acquire,  or
shall  commence to provide  programming  services  with  respect to, one or more
television  or radio  stations  (including  pursuant  to local  marketing,  time
brokerage  or  similar  management   services   agreements),   for  purposes  of
calculating  the Bonus with  respect to the year in which such  acquisition  has
occurred,  the Broadcast  Cash Flow of the  immediately  preceding year shall be
increased  to  reflect  such  acquisition,  or if in any  year  Sinclair  or SCI
directly or indirectly  shall dispose of, or shall cease to provide  programming
services with respect to, one or more television or radio stations, for purposes
of calculating the Bonus with respect to the year in which such  disposition has
occurred,  the Broadcast  Cash Flow of the  immediately  preceding year shall be
decreased  to  reflect  such  disposition,  by an  amount  equal to the  Average
Broadcast  Cash  Flow  (as  defined  below),  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

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<PAGE>



denominator  of which is 365. If the  purchase  by Sinclair of any RCB  Stations
results in the  elimination of fees payable  pursuant to local  marketing,  time
brokerage or similar  agreements in effect  immediately  prior to such purchase,
the Broadcast Cash Flow for the immediately preceding year shall be decreased by
the amount of any such fees.

                           4.2.3  As  used  in  this   Section   4.2,  the  term
"Broadcast  Cash Flow" shall mean,  for any period,  operating  income (from the
ownership of or provisions of program  services to television or radio stations)
plus (a) non-cash  expenses,  including  depreciation and amortization  expense,
programming  amortization  expense,  barter  expenses and deferred  compensation
expense, plus (b) corporate expense (including special bonuses paid to executive
officers),   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  principles;  and
"Average  Broadcast Cash Flow" shall mean the average annual Broadcast Cash Flow
of a  television  or radio  station  for the three full  calendar  years of such
television or radio station prior to  acquisition  or disposition by Sinclair or
SCI.

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

                           4.3      Stock Options.

                           4.3.1  As  additional   consideration  for  Executive
entering into this Agreement,  Executive  shall be granted,  on the date hereof,
stock  options on 3.33% of the common  equity of Sinclair  determined on a fully
diluted basis (including  without limitation after taking into account the River
City Acquisition,  the financings  related thereto and all possible issuances of
stock under the several stock option and stock  incentive  plans of Sinclair and
SCI,  including,  without  limitation,  the  1996  Long-Term  Incentive  Plan of
Sinclair Broadcast Group, Inc. (the "1996 LTIP")). Such options shall have a per
share  strike  price  equal to the fair  market  value on the date hereof of one
share of Class A Common Stock,  par value $0.01 per share of Sinclair  ("Class A
Common Stock"), but not in any event less than $21.00 per share. As used in this
Section 4.3,  "fair market value" as of the date hereof means the average of the
closing  share  prices of the Class A Common  Stock as  reported  on the  NASDAQ
National  Market for the 21 trading days consisting of such date and each of the
ten trading days immediately prior to such date and each of the ten trading days
immediately  following such date.  Sinclair shall not (a) purchase,  or take any
actions  designed or intended to  influence  the price of,  Class A Common Stock
during such period, (b) permit any Smith Family Member (hereinafter  defined) to
purchase,  or take any actions  designed or intended to influence  the price of,
Class A Common  Stock during such  period,  or (c) ask or  encourage  any of its
affiliates,  associates  or any other  person to  purchase,  or take any  action
designed or intended to influence the price of, Class A Common Stock during such
period; provided, however, that nothing contained in this Section 4.3.1 shall be

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<PAGE>



deemed to  prohibit  Sinclair  from  acting in the normal  course of business to
communicate with financial analysts or otherwise educate the market on the terms
of the River City  Acquisition.  In addition,  such options shall have a term of
ten years,  which  ten-year  term shall not expire  notwithstanding  any earlier
termination  of the Agreement  Term or the  Employment  Term, to the extent such
options are vested at the time of such  termination,  and such options shall, to
the extent that a prior  termination  of the  Agreement  Term under Section 9 or
10.3.3  has  not  occurred,  vest  50%  immediately  on the  First  Closing,  an
additional  25% on the first  anniversary of the First Closing and an additional
25% on the  second  anniversary  of the  First  Closing.  For  purposes  of this
Agreement,  "Smith Family Member" means David D. Smith,  Frederick G. Smith,  J.
Duncan  Smith  and  Robert  E.  Smith  and  any  of  their  respective  parents,
grandparents,  children, grandchildren,  aunts, uncles, nephews, nieces or first
cousins and any trust or other  entity  which any such person  individually,  or
collectively with another person or persons, controls.

                           4.3.2  In  addition,  there  shall  be  reserved  for
nonqualified stock option grants to employees of SCI and its direct and indirect
subsidiaries (the "SCI Team") to be selected by Executive,  during the Agreement
Term,  at least  1.67% of the common  equity of Sinclair  determined  on a fully
diluted basis (including  without limitation after taking into account the River
City Acquisition,  the financings  related thereto and all possible issuances of
stock under the several stock option and stock  incentive  plans of Sinclair and
SCI,  including,  without  limitation,  the 1996  LTIP).  Of the  common  equity
reserved for nonqualified stock option grants to the SCI Team, contemporaneously
with the grant of the stock  options to Executive  described  in Section  4.3.1,
there shall be granted  stock options to certain  corporate  employees of SCI as
described on Exhibit A to that certain  letter  agreement of even date herewith,
between RCB and Sinclair,  regarding  certain  employee  matters (the  "Employee
Letter  Agreement").  Such options  shall have a per share strike price equal to
the fair market  value on the date hereof of one share of Class A Common  Stock,
but not in any event less than $21.00 per share. In addition, such stock options
shall  have  a  term  of  ten  years,  which  ten-year  term  shall  not  expire
notwithstanding  any earlier  termination  of  employment  by the  grantee  with
Sinclair  or SCI,  to the  extent  such  options  are vested at the time of such
termination, and such options shall vest 25% on First Closing, an additional 25%
on the first  anniversary of the First Closing,  an additional 25% on the second
anniversary of the First Closing and an additional 25% on the third  anniversary
of the First Closing.

                           4.3.3 Stock options  granted to Executive and the SCI
Team in accordance  with Sections  4.3.1 and 4.3.2 shall be pursuant to the 1996
LTIP.  Sinclair  represents  that  the Plan has  been  adopted  by the  Board of
Directors of Sinclair and the Compensation Committee thereof. Sinclair agrees to
recommend  approval  and to  solicit  proxies  for the  approval  of the Plan by
stockholders at the next meeting of Sinclair's stockholders, to be held no later
than June 30, 1996,  such that upon such  approval,  grants of options under the
Plan  will be  treated  as  exempt  purchases  under  Rule  16b-3  issued by the
Securities Exchange Commission pursuant to Section 16 of the Securities Exchange
Act of 1934, as amended ("Exchange Act"). Sinclair shall comply with all federal
and state securities  laws, rules and regulations  applicable to the issuance of
the stock options  referred to in this Section 4.3 and the  securities  issuable
upon exercise of such options. Sinclair shall cause the securities issuable upon
exercise of such  options to be  registered  pursuant to the  Securities  Act of
1933, as amended, and all other applicable federal

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securities  laws  and  state  securities  or blue sky  laws,  shall  cause  such
securities to be approved for quotation on the NASDAQ National Market, and shall
bear  all  expenses  in  connection  with  such   registration,   quotation  and
compliance.

                           4.3.4  The  parties  agree  that  the  stock  options
granted and shares reserved  therefor pursuant to or in connection with Sections
4.3.1 and 4.3.2 of this  Agreement  shall be in addition to, and not in lieu of,
the options that may be granted pursuant to the Sinclair  Broadcast Group,  Inc.
Incentive Stock Option Plan (the "Incentive  Plan") for the acquisition of up to
400,000  shares of Class A Common Stock (which  400,000 shares shall continue to
be available  to, and shall hereby be dedicated for issuance at the direction of
Executive,  during the Agreement Term, to, the certain station  employees of SCI
and its direct and indirect  subsidiaries  pursuant to the Plan);  provided that
such  number of shares,  at any given time,  will be reduced by the  outstanding
stock option grants granted on the First Closing and described on Exhibits A and
B to the Employee Letter Agreement. Such Incentive Plan options shall have a per
share stock price  equal to the closing  share price of Class A Common  Stock on
the  NASDAQ  National  Market  (the  "Market  Price")  on the date of grant.  In
addition,  such stock options shall have a term of ten years.  Such options will
fully vest on the third anniversary of their date of grant (the "Vesting Date");
provided  that if the holder is  terminated  "without  cause" or due to death or
disability  prior to the  Vesting  Date,  the  vesting of such  options  will be
accelerated  to (a) 1/3 of such options,  if such  termination  occurs after the
first anniversary,  but prior to the second  anniversary,  of the grant date and
(b)  2/3  of  such  options,   if  such  termination  occurs  after  the  second
anniversary, but prior to the third anniversary, of the grant date.

                  5.       Expenses.

                           In addition to the  compensation  provided in Section
4, Sinclair or SCI shall pay or reimburse  Executive for all reasonable business
expenses  actually  incurred  or paid by him during the  Employment  Term in the
performance of his services  hereunder upon presentation of expense  statements,
vouchers,  or such  other  supporting  information  as  Sinclair  or SCI,  as is
appropriate, may customarily require of its senior executives.

                  6.       Additional Benefits.

                           6.1      During the Employment Term:

                                    (a)   Executive   shall   be   entitled   to
reasonable annual vacation periods,  not less than an aggregate of four weeks in
each calendar year, with full pay and benefits.

                                    (b)  Executive  shall be  eligible  for sick
leave in accordance with SCI's customary practice for senior executives.

                                    (c)   Executive   shall   be   entitled   to
participate  in any  insurance,  pension,  profit-sharing,  stock option,  stock
purchase or other  benefit  plan of SCI or Sinclair  now  existing or  hereafter
adopted for the benefit of the employees  generally or of the  executives of SCI
or Sinclair.

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                                    (d)  Executive  shall be entitled to receive
such additional benefits as may be granted to him from time to time by the Board
of Directors of Sinclair or SCI.

                           6.2      During the Agreement Term:

                                    (a)   Sinclair   or  SCI   shall   pay  both
initiation  and  periodic  fees and dues for  Executive's  membership  in Cave's
Valley Country Club.  Upon the expiration of the Agreement  Term,  membership in
such country club shall belong to Executive.

                                    (b)   Sinclair   or  SCI   shall   pay  both
initiation and periodic fees and dues for  Executive's  membership in any health
or athletic club selected by Executive.

                                    (c)  Sinclair or SCI shall  furnish and bear
(or  reimburse  Executive  promptly  upon request for) all business  expenses of
operation of a Seven Series BMW car for the use by Executive,  including  mobile
phone.

                                    (d) The parties  contemplate  that Executive
may not relocate his primary residence to Baltimore for some time, and until the
date which is 90 days after the  commencement  of the  Employment  Term (or,  if
earlier,  the date of such residence  relocation),  Sinclair or SCI shall pay or
provide all first class travel expenses that Executive may incur for himself and
for both for his wife and  stepchild,  in commuting  from his present  principal
residence,  which is located in St. Louis, Missouri, to Baltimore.  In addition,
Sinclair  or SCI shall pay or  reimburse  Executive  for (i)  temporary  housing
between the date of this Agreement and the foregoing  date,  which housing shall
be in the Baltimore area and shall be of a type suitable for an individual  with
Executive's  position  with  Sinclair  and SCI and (ii) all  expenses  of moving
Executive's  immediate  family's home furnishings to Baltimore.  Sinclair or SCI
shall  also pay to  Executive  an amount in cash so that  Executive's  after-tax
position with respect to the amounts described in this Section 6.1(i) is no less
favorable  than it would have been had the expenses  described not been incurred
and/or reimbursed or borne by Sinclair or SCI.

                                    (e)  Executive  shall  be  entitled  to  (i)
coverage under a disability insurance  arrangement providing for payments of 60%
of Executive's  Base Salary under Section 4.1 in the event of his disability and
continuing  until the earlier of his recovery from such disability or attainment
of age 65 and (ii) life insurance  coverage equal to  $11,000,000,  in each case
without  any cost to  Executive;  provided,  however,  that  Executive  shall be
entitled to designate the  beneficiary or  beneficiaries  of such life insurance
only with respect to 50% of the proceeds of such life insurance.

                                    (f) In the  event  that,  in the good  faith
determination  of  Executive,  Sinclair or SCI does not provide  Executive  with
reasonable  access  to  Sinclair  or  SCI  leased  airplanes,   Executive  shall
thereafter  be entitled to lease or  designate  a company  (including  a company
affiliated with Executive) to lease to Sinclair or SCI an aircraft substantially
equivalent  to the best  airplane  then  leased  by  Sinclair  or SCI for use by
Executive in connection with Sinclair or SCI business on then competitive  terms
and  conditions  as  determined  by Executive in his  reasonable  and good faith
discretion. Additionally, to the extent that a company

                                       -8-


<PAGE>

affiliated  with Executive is the lessor,  Executive may use existing  leases by
Sinclair of comparable  airplanes as the basis for determining  then competitive
terms and conditions.

                           6.3      Contemporaneously with the execution of this
Agreement:

                                    (a) Sinclair and Executive are entering into
a  Directors'   and  Officers'   Indemnification   Agreement,   effective   upon
commencement of the Employment Term. In addition,  Sinclair agrees, prior to the
Effective Date, to obtain a directors' and officers'  liability insurance policy
covering the Executive  and to continue and maintain  such policy.  The terms of
the  policy,  including  the  amount  of  such  coverage,  shall  be  reasonably
acceptable to Executive.

                                    (b) Sinclair and Executive are entering into
a Consulting  Agreement (the "Consulting  Agreement") with respect to the period
commencing  on  the  date  hereof  and  terminating  upon  the  earlier  of  the
commencement of the Employment Term or the termination of the Agreement Term.

                                    (c) Sinclair and Executive are entering into
a Stock  Option  Agreement  relating to the stock  options  described in Section
4.3.1 hereof.

                                    (d)  Sinclair,  Executive  and other parties
thereto are entering into a Registration Rights Agreement covering,  among other
things,  Class A Common Stock  issuable  upon the exercise of the stock  options
granted to Executive under Section 4.3 hereof.

                           6.4 No payment or benefit made or provided under this
Agreement  shall be  deemed  to  constitute  payment  to  Executive,  his  legal
representatives  or beneficiaries in lieu of, or in reduction of, any benefit or
payment under an insurance,  pension,  profit-sharing or other benefit plan, and
no payment  under any such plan shall  reduce any  payment or benefit  due under
this Agreement.

                  7.       Certain Additional Payments by Sinclair or SCI.

                           7.1  Anything  in  this  Agreement  to  the  contrary
notwithstanding,  in  the  event  it  shall  be  determined  that  any  payment,
distribution  or transfer by Sinclair,  SCI or any affiliate or any other person
or other event  occurring  with  respect to  Executive  and  Sinclair or SCI for
Executive's  benefit  (whether paid or payable or distributed  or  distributable
pursuant to the terms of this Agreement or otherwise  (including pursuant to any
of  Sinclair  or  SCI's  benefit  plans)),  determined  without  regard  to  any
additional  payment required under this Section 7 (a "Payment") would be subject
to the excise tax imposed by Section 4999 of the Internal  Revenue Code of 1986,
as amended (and any successor  provision  and any similar  provision of state or
local income tax law) (collectively, "Section 4999"), or any interest or penalty
is incurred by the  Executive  with respect to such excise tax (such excise tax,
together  with any such  interest or  penalty,  hereinafter  collectively  to be
referred  to as the  "Excise  Tax"),  then the  Executive  shall be  entitled to
receive  or have  paid to the  Internal  Revenue  Service  or other  appropriate
authority (and any relevant state or local  authority)  ("IRS") on his behalf an
additional  payment (a "Gross- Up Payment") in an amount equal to the sum of (a)
the Excise Tax plus (b) all other taxes,

                                       -9-


<PAGE>



penalties and interest  (including  any excise tax imposed by Section 4999) paid
or payable by  Executive  on account of the  operation  of this  Section 7, such
that, after payment by Executive of all such other taxes (including any interest
or penalty  imposed  with respect to such taxes) and any Excise Tax imposed upon
the Gross-Up  Payment,  Executive shall be in the same position as he would have
been had no Excise Tax been imposed upon the Payments.

                           7.1.1  Subject to the  provisions of Section 7.3, all
determinations  required to be made under this Section 7, including  whether and
when a Gross-Up Payment is required,  the amount of such Gross-Up  Payment,  and
the assumptions to be utilized in arriving at such determination,  shall be made
by Arthur Andersen LLP or any other nationally  recognized  accounting firm (the
"Accounting Firm") that shall be Sinclair's outside auditors at the time of such
determination,   which  Accounting  Firm  shall  provide   detailed   supporting
calculations  to  Executive,  Sinclair  and SCI within 15  business  days of the
receipt of notice from Sinclair,  SCI or Executive that there has been a Payment
that the person giving notice believes may be subject to the Excise Tax, or such
earlier time as shall be requested by Sinclair and SCI. All fees and expenses of
the  Accounting  Firm shall be borne  solely by Sinclair  and SCI.  Any Gross-Up
Payment,  as determined pursuant to this Section 7, shall be paid by Sinclair or
SCI to the IRS on Executive's  behalf within ten business days after the receipt
of the Accounting Firm's  determination.  If the Accounting Firm shall determine
that no Excise Tax is  payable  by  Executive,  it shall  furnish  to  Executive
written advice that failure to report the Excise Tax on  Executive's  applicable
federal  income  tax  return  would  not be  reasonably  likely to result in the
imposition  of a  penalty  for  fraud,  negligence,  or  disregard  of  rules or
regulations.  Any  determination  by the  Accounting  Firm shall be binding upon
Sinclair,  SCI and  Executive  in  determining  whether a  Gross-Up  Payment  is
required  or the  amount  thereof  (subject  to Section  7.1.2 and 7.2),  in the
absence of material mathematical or legal error.

                           7.1.2 As a result of uncertainty  in the  application
of Section  4999 of the Internal  Revenue Code of 1986,  as amended from time to
time, and the regulations promulgated thereunder (the "Code"), that may exist at
the time of the initial determination by the Accounting Firm, it may be possible
that in making the  calculations  required to be made hereunder,  the Accounting
Firm shall  determine  that a Gross-Up  Payment  need not be made that  properly
should be made  ("Underpayment")  or that a Gross-Up Payment not properly needed
to be made  should be made  ("Overpayment").  In the event that  Sinclair or SCI
shall exhaust or fail to adequately pursue its remedies pursuant to Section 7.2,
and the Executive  thereafter  shall be required to make a payment of any Excise
Tax, the Accounting  Firm shall  determine the amount of the  Underpayment  that
occurred,  and Sinclair or SCI shall  promptly pay the amount thereof to the IRS
on Executive's  behalf.  In the event that the Accounting  Firm shall  determine
that an  Overpayment  was made,  any such  Overpayment  shall be treated for all
purposes as a loan to the Executive with interest at the applicable Federal rate
provided for in Section 1274(d) of the Code; provided,  however, that the amount
to be repaid by the  Executive to Sinclair or SCI shall be reduced to the extent
that any  portion  of the  Overpayment  to be  repaid  will not be  offset  by a
corresponding reduction in tax by reason of such repayment of the Overpayment.

                           7.2 Executive  shall give Sinclair  written notice of
any claim by the IRS that, if successful,  would require the payment by Sinclair
or SCI of a  Gross-Up  Payment.  Executive  shall  give such  notice  within ten
business days after Executive shall be informed in

                                      -10-


<PAGE>



writing of such claim, provided that failure by Executive to provide such notice
shall not result in a waiver or forfeiture of any rights of Executive under this
Section 7 except to the extent of actual damages  suffered by Sinclair or SCI as
a result of such  failure;  provided  further that if such failure  prevents the
contest of such claim,  no payment  shall be required with respect to such claim
by  Sinclair  or SCI under this  Section 7.  Executive  shall not pay such claim
prior to the expiration of 15 days following the date on which  Executive  gives
such notice to Sinclair or SCI.  If Sinclair or SCI shall  notify  Executive  in
writing  prior to the  expiration  of such 15-day  period  that  Sinclair or SCI
desires to contest such claim, Executive shall:

                                    (a)  give  Sinclair  or SCI any  information
reasonably requested by Sinclair or SCI relating to such claim,

                                    (b) take  such  action  in  connection  with
contesting  such claim as  Sinclair or SCI shall  reasonably  request in writing
from time to time, including, without limitation, accepting legal representation
with  respect to such  claim by an  attorney  selected  by  Sinclair  or SCI and
reasonably acceptable to Executive,

                                    (c) cooperate in good faith with Sinclair or
SCI's contest of such claim, and

                                    (d) permit  Sinclair  or SCI to control  any
proceedings  to the extent  relating  to such  claim;  provided,  however,  that
Sinclair or SCI shall bear and pay directly  all costs and  expenses  (including
additional  interest and penalties) incurred in connection with such contest and
shall  indemnify and hold Executive  harmless,  on an after-tax  basis,  for any
Excise Tax or income tax (including interest and penalties with respect thereto)
imposed in relation to such claim,  including  all costs and  expenses.  Without
limiting  the  foregoing  provisions  of this Section 7.2, and to the extent its
actions do not unreasonably interfere or prejudice Executive's disputes with the
IRS as to other issues,  Sinclair or SCI shall control all proceedings  taken in
connection  with such contest  and, at its sole option,  may pursue or forgo any
and all administrative appeals,  proceedings,  hearings and conferences with the
IRS in  respect  of such  claim  and may,  at its  sole  option,  either  direct
Executive  to pay the tax  claimed  and sue for a refund or contest the claim in
any  permissible  manner,  and Executive  agrees to prosecute  such contest to a
determination  before  any  administrative  tribunal,  in  a  court  of  initial
jurisdiction  and in one or more  appellate  courts,  as  Sinclair  or SCI shall
determine;  provided, however, that if Sinclair or SCI shall direct Executive to
pay such claim and sue for a refund, Sinclair or SCI shall advance the amount of
such payment to Executive,  on an  interest-free  basis, and shall indemnify and
hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax
(including  interest or penalties with respect  thereto) imposed with respect to
such advance or with respect to any imputed income with respect to such advance,
and further  provided that any extension of the statute of limitations  relating
to taxes for  Executive's  taxable  year with  respect to which  such  contested
amount  shall be  claimed  to be due  shall be  limited  solely  to such  claim.
Furthermore,  Sinclair's  or SCI's  control of the  contest  shall be limited to
issues with respect to which a Gross-Up Payment would be payable hereunder,  and
Executive shall be entitled to settle or contest,  as the case may be, any other
issue raised by the IRS to the extent that such  settlement or contest would not
be  reasonably  likely to have a  material  adverse  effect on the  issues  with
respect to the Gross-Up Payment.

                                      -11-

<PAGE>



                           7.3  If,  after  Executive's  receipt  of  an  amount
advanced by Sinclair or SCI  pursuant to Section  7.2,  Executive  shall  become
entitled  to receive  any refund with  respect to such  claim,  Executive  shall
promptly  pay to Sinclair or SCI the amount of such  refund  (together  with any
interest paid or credited  thereon after taxes  applicable  thereto).  If, after
Executive's receipt of an amount advanced by Sinclair or SCI pursuant to Section
7.2, a  determination  shall be made that Executive shall not be entitled to any
refund  with  respect  to such  claim,  and  Sinclair  or SCI shall  not  notify
Executive in writing of its intent to contest such denial of refund prior to the
expiration  of 30 days  after  Sinclair  or SCI  shall  receive  notice  of such
determination,  then such advance shall be forgiven and shall not be required to
be repaid,  and the amount of such advance shall offset,  to the extent thereof,
the amount of Gross-Up Payment required to be paid.

                           7.4 This  Section 7 shall  remain  in full  force and
effect  following the termination of the Agreement Term for any reason until the
expiration of the statute of limitations  on the assessment of taxes  applicable
to Executive for all periods in which  Executive may incur a liability for taxes
(including Excise Taxes),  interest or penalties arising out of the operation of
this Agreement.

                  8.       Change  in  Control;   Extension  of  Term;   Certain
Employment Terminations.

                           8.1 Notwithstanding  anything to the contrary in this
Agreement, if a Change in Control (as defined in Section 8.2 hereof) shall occur
during the  Agreement  Term,  and the Agreement  Term shall not have  previously
terminated  for any reason  (other than in  connection  with or as a result of a
Change in Control),  the Agreement Term shall  automatically  be extended to the
third  anniversary of such Change in Control,  if,  pursuant to Section 1.2, the
Agreement Term otherwise might have terminated before such third anniversary.

                           8.2 For the purposes of this Agreement,  a "Change in
Control" shall mean:

                           8.2.1 The  acquisition by any  individual,  entity or
group  (within the meaning of Section  13(d)(3) or 14(d)(2) of the Exchange Act)
(a  "Person"),  other than  Permitted  Holders (as defined in the  Indenture (as
defined  below)),  of  beneficial  ownership  (within  the meaning of Rule 13d-3
promulgated under the Exchange Act ("Rule 13d-3"), except that a Person shall be
deemed to have  beneficial  ownership of all shares that such Person has a right
to acquire,  whether  such right is  exercisable  immediately  or only after the
passage of time), directly or indirectly,  of 40% or more of the combined voting
power of the then  outstanding  voting  securities of Sinclair  entitled to vote
generally in the election of directors (the  "Outstanding  Voting  Securities");
provided  that the  following  acquisitions  shall  not  constitute  a Change in
Control:  (a) any  acquisition  by any employee  benefit plan (or related trust)
sponsored or maintained by Sinclair or any  corporation  controlled by Sinclair;
or (b) any acquisition by any corporation  pursuant to a reorganization,  merger
or consolidation,  if, following such  reorganization,  merger or consolidation,
the  conditions  described in clauses (a), (b), (c) and (d) of Section 8.2.3 are
satisfied; or


                                      -12-


<PAGE>



                           8.2.2   Individuals  who,  as  of  the  date  hereof,
constitute the Board of Directors of Sinclair (the "Incumbent  Board") cease for
any  reason to  constitute  at least a  majority  of the Board of  Directors  of
Sinclair;  provided, however, that any individual becoming a director subsequent
to  the  date  hereof  whose  election,   or  nomination  for  election  by  the
stockholders of Sinclair,  shall be recommended by a vote of at least a majority
of the directors  then  comprising  the  Incumbent  Board shall be considered as
though such individual were a member of the Incumbent Board, but excluding,  for
this purpose, any such individual whose initial assumption of office occurs as a
result of either an actual or  threatened  election  contest  (as such terms are
used in Rule 14a-11 of  Regulation  14A  promulgated  under the Exchange Act) or
other actual or threatened  solicitation  of proxies or consents by or on behalf
of a Person other than the Board; or

                           8.2.3 Approval by the  stockholders  of Sinclair of a
reorganization,  merger or consolidation,  in each case, unless,  following such
reorganization,  merger or  consolidation:  (a) more than an 85% of the combined
voting  power of the  then  outstanding  voting  securities  of the  corporation
resulting  from such  reorganization,  merger,  or  consolidation,  which may be
Sinclair  (the  "Resulting  Corporation"),  entitled  to vote  generally  in the
election of directors (the "Resulting Corporation Voting Securities") shall then
be owned  beneficially,  directly or indirectly,  by all or substantially all of
the Persons who were the  beneficial  owners of  Outstanding  Voting  Securities
immediately  prior  to  such  reorganization,   merger,  or  consolidation,   in
substantially the same proportions as their respective ownerships of Outstanding
Voting  Securities   immediately  prior  to  such   reorganization,   merger  or
consolidation;  (b) no Person (excluding Sinclair, any employee benefit plan (or
related  trust)  of  Sinclair,  the  Resulting   Corporation,   and  any  Person
beneficially  owning,  immediately  prior  to  such  reorganization,  merger  or
consolidation,  directly or indirectly, 40% or more of the combined voting power
of  Outstanding   Voting   Securities)  shall  own  beneficially,   directly  or
indirectly,  40%  or  more  of  the  combined  voting  power  of  the  Resulting
Corporation  Voting  Securities;  (c) at least a majority  of the members of the
board of directors of the Resulting  Corporation  shall have been members of the
Incumbent Board at the time of the execution of the initial agreement  providing
for such  reorganization,  merger or consolidation  and (d) David D. Smith shall
serve as President  and Chief  Executive  Officer of the  Resulting  Corporation
(unless  David  D.  Smith  shall  fail to  serve  as a  result  of his  death or
Disability); or

                           8.2.4 Approval by the stockholders of Sinclair of (a)
a complete  liquidation  or  dissolution  of  Sinclair  or (b) the sale or other
disposition  of all or  substantially  all of the assets of  Sinclair or (c) the
sale or other  disposition of SCI or a significant  portion of the assets of SCI
by Sinclair,  SCI and their  affiliates  without the express  written consent of
Executive,  other than to a corporation  (the "Buyer") with respect to which (i)
following such sale or other  disposition,  more than 85% of the combined voting
power of  securities  of Buyer  entitled to vote  generally  in the  election of
directors ("Buyer Voting Securities"), shall be owned beneficially,  directly or
indirectly, by all or substantially all of the Persons (hereinafter defined) who
were the beneficial  owners of the  Outstanding  Voting  Securities  immediately
prior to such sale or other disposition, in substantially the same proportion as
their respective  ownership of Outstanding Voting Securities,  immediately prior
to such sale or other  disposition;  (ii) no Person (excluding  Sinclair and any
employee  benefit  plan (or  related  trust) of Sinclair or Buyer and any Person
that shall immediately prior to such sale or other disposition own beneficially,
directly or

                                      -13-


<PAGE>



indirectly,  40% or more of the  combined  voting  power of  Outstanding  Voting
Securities) shall own beneficially,  directly or indirectly,  40% or more of the
combined voting power of, Buyer Voting Securities;  (iii) at least a majority of
the members of the board of  directors  of Buyer shall have been  members of the
Incumbent Board at the time of the execution of the initial  agreement or action
of the Board providing for such sale or other disposition of assets of Sinclair;
and (iv) David D. Smith shall serve as President and Chief Executive  Officer of
the Buyer (unless David D. Smith shall fail to serve as a result of his death or
Disability).   For  purposes  of  this  Agreement,   "Persons"  shall  mean  any
individual, corporation,  partnership, limited liability company, joint venture,
trust,  unincorporated  organization  or  government  or any agency or political
subdivision thereof.

                           8.2.5 The beneficial ownership (within the meaning of
Rule  13d-3)  by  David  D.  Smith  of less  than 5% of the  Outstanding  Voting
Securities of Sinclair but assuming, in the calculation thereof, that each share
of Class B Common Stock has only one vote in the election of directors; provided
such  ownership  below 5% shall not  constitute  a Change of Control at any time
that the aggregate of such outstanding  voting securities  beneficially owned by
David Smith,  without taking into account any control premium, has a fair market
value equal to or in excess of $100 million. As used in this Section,  the "fair
market value" of a share of any  Outstanding  Voting  Securities  means, as of a
particular  date,  (a) if such  security  is  listed  on a  national  securities
exchange,  the mean between the highest and lowest sales price per share of such
security on the  consolidated  transaction  reporting  system for the  principal
national  securities  exchange on which such shares are listed on that date, or,
if there  shall have been no such sale so  reported  on that  date,  on the last
preceding date on which such a sale was so reported, (b) if such security is not
so listed but is quoted on the NASDAQ  National  Market,  the mean  between  the
highest and lowest sales price per share of such security reported by the NASDAQ
National  Market  on that  date,  or, if there  shall  have been no such sale so
reported on that date,  on the last  preceding  date on which such a sale was so
reported,  (c) if such security is not so listed or quoted, the mean between the
closing  bid and  asked  price on that  date,  or,  if there  are no  quotations
available for such date,  on the last  preceding  date on which such  quotations
shall be available,  as reported by the NASDAQ Stock Market, or, if not reported
by the NASDAQ Stock Market, by the National Quotation Bureau  Incorporated,  or,
if not reported by the National Quotation Bureau  Incorporated,  the fair market
value of such  security as determined  in good faith by  independent  appraisers
jointly  selected by Executive and Sinclair;  provided,  however,  that the fair
market value of Class B Common Stock shall for purposes of this Section 8.2.5 be
deemed to be the fair market value of Class A Common Stock.

                           8.2.6 If David D.  Smith  ceases for any reason to be
the President and Chief Executive  Officer and Chairman of the Board of Sinclair
(unless  David  D.  Smith  shall  fail to  serve  as a  result  of his  death or
Disability).

                  9.       Termination of Agreement for Cause.

                           Sinclair or SCI may terminate the Agreement Term "for
cause" upon 30 days' written notice, and all of Sinclair's and SCI's obligations
under this  Agreement  shall  terminate  except (a) their  obligation  to pay to
Executive  amounts accrued,  earned or required to be paid for periods up to the
date of termination, including, without limitation, under Sections

                                      -14-


<PAGE>



4.1 and 4.2 hereof, (b) their obligations under Section 7, (c) their obligations
with respect to vested stock options  granted as described in Section 4.3, which
vested stock options shall remain  exercisable  for not less than their original
term, (d) their obligations under Section 6.3(a) and (e) their obligations under
Section 16.7. As used in this Agreement,  the term "for cause" shall mean and be
limited to the  following  events:  (x) during the Agreement  Term,  Executive's
conviction (which conviction, through lapse of time or otherwise, is not subject
to  appeal)  in a court of law of a felony  involving  moral  turpitude;  or (y)
during the Employment  Term,  Executive's  serious  willful gross  misconduct or
serious  gross neglect of duties,  which in either case has resulted,  or in all
probability  will result,  in material  economic  damage to Sinclair,  but in no
event  shall  an  action  constitute  "cause"  pursuant  to this  clause  (y) if
Executive  believed  in good faith that such action or failure to act was in the
best interest of Sinclair or SCI; provided however,  that the Agreement Term may
not be terminated for cause under the immediately  preceding  clause (y), unless
Executive  shall have first received  written notice from the Board of Directors
of Sinclair advising him of the specific acts or omissions alleged to constitute
a failure  or  refusal to perform  his  duties,  and such  failure or refusal to
perform  his  duties  continues  after  Executive  shall  have had a  reasonable
opportunity to correct the acts or omissions  cited in such notice.  In no event
shall the  alleged  mediocre  or poor  performance  of  Executive  in his duties
hereunder be deemed grounds for termination of this Agreement for cause.  Upon a
termination  for cause,  all of  Executive's  obligations  under this  Agreement
(other than under Section 11) shall terminate.

                  10.      Termination Other Than for Cause.

                           10.1  Death.   If  Executive  shall  die  during  the
Agreement  Term,  the Agreement  Term shall end, and all of Sinclair's and SCI's
obligations  hereunder  shall  terminate,  except that (a) Sinclair shall pay to
Executive's  estate:  (i) within 30 days after his death,  the Base  Salary with
respect to the then current year that would have been payable to Executive under
Section 4.1 had the  Agreement  Term ended on the last day of the month in which
his death  occurred;  (ii) at the same time as salary is paid to other executive
employees of Sinclair, the Base Salary that would have been payable to Executive
pursuant to Section 4.1 had the Agreement  Term continued  uninterrupted  for an
additional  12-month period immediately  following the end of the month in which
Executive's  death occurred;  (iii) as soon as is  practicable,  but in no event
later  than  March  31 of the  year  immediately  following  the  year in  which
Executive's  death  occurs,  the Bonus that would have been payable to Executive
for the entire year in which  Executive's death occurs (using actual results for
such year and assuming that the  Agreement  Term included the entire such year);
(iv) as soon as is  practicable,  but in no  event  later  than  March 31 of the
second year immediately  following the year in which  Executive's  death occurs,
the Bonus  that  would  have been  payable  to  Executive  for the  entire  year
immediately  following the year in which  Executive's death occurs (using actual
results for such year and assuming that the  Agreement  Term included the entire
such year),  multiplied  by a fraction,  the numerator of which is the number of
full and partial months in the Agreement  Term in the year of Executive's  death
and the denominator of which is 12; (b) all the stock options previously granted
by either  Sinclair or SCI to Executive  shall be  immediately  vested and fully
exercisable  and remain  exercisable  for not less than their original term, (c)
the obligations  under Section 6.3(a) shall continue,  (d) the obligations under
Section 7 shall continue,  (e) the  obligations  under Section 15 shall continue
and (f) the obligations under Section 16.7 shall continue.


                                      -15-


<PAGE>



                           10.2  Disability.  If,  during  the  Agreement  Term,
Executive  shall  become  disabled so that he shall be unable  substantially  to
perform his  services  hereunder  or,  prior to the  Effective  Date,  under the
Consulting  Agreement (a) for a period of six  consecutive  months or (b) for an
aggregate  of  six  months  within  any  period  of  12  consecutive  months  (a
"Disability")  then the Board of Directors  of Sinclair  may, at any time during
the  continuance  of such  Disability,  terminate the Agreement  Term under this
Section  10.2  on 30  days'  prior  written  notice  to  Executive.  After  such
termination,  Executive shall have no further obligation to perform services for
SCI pursuant to Section 2, and all of  Sinclair's  and SCI's  obligations  under
this Agreement shall terminate, except that (a) Sinclair shall pay to Executive,
(i) within 30 days after such  termination,  the Base Salary with respect to the
then current year that would have been  payable to Executive  under  Section 4.1
had the Agreement Term ended on the last day of the month in which the Agreement
Term was  terminated  pursuant to this  Section  10.2;  (ii) at the same time as
salary is paid to other  executive  employees of Sinclair,  the Base Salary that
would have been payable to Executive  pursuant to Section 4.1 had the  Agreement
Term  continued  uninterrupted  for an additional  12-month  period  immediately
following  the end of the  month  in which  the  Agreement  Term was  terminated
pursuant to this Section 10.2; (iii) as soon as is practicable,  but in no event
later  than  March 31 of the year  immediately  following  the year in which the
Agreement  Term was  terminated  pursuant to this Section  10.2,  the Bonus that
would have been payable to Executive  for the entire year in which the Agreement
Term was terminated pursuant to this Section 10.2 (using actual results for such
year and assuming the  Agreement  Term  included the entire such year);  (iv) as
soon as is  practicable,  but in no event later than March 31 of the second year
immediately  following  the  year in which  the  Agreement  Term was  terminated
pursuant  to this  Section  10.2,  the Bonus  that  would  have been  payable to
Executive  for the  entire  year  immediately  following  the year in which  the
Agreement  Term was  terminated  pursuant to this  Section  10.2  (using  actual
results for such year and  assuming  that  Executive  had worked the entire such
year),  multiplied  by a fraction,  the numerator of which is the number of full
and partial months in the Agreement Term in the year in which the Agreement Term
was terminated pursuant to this Section 10.2 and the denominator of which is 12;
(b) all the  stock  options  previously  granted  by either  Sinclair  or SCI to
Executive  shall  be  immediately   vested  and  fully  exercisable  and  remain
exercisable  for not less than their original term,  (c) the  obligations  under
Section  6.3(a)  shall  continue,  (d) the  obligations  under  Section  7 shall
continue,  (e) the  obligations  under  Section  15 shall  continue  and (f) the
obligations  under  Section  16.7  shall  continue.   Executive  shall  have  no
obligation  to  accept  any  employment  offered  to him by  others  in order to
minimize, or to be set off against, the amounts to which he is entitled pursuant
to this Section  10.2;  provided,  however,  that (x) if Executive  shall accept
employment  offered to him by others  during the  period  referred  to in clause
(a)(ii)  above,  the Base  Salary  referred to in clause (a) (ii) above shall be
reduced by the amounts  received by Executive  with  respect to such  employment
during  the  period  of time  referred  to in such  clause(a)  (ii),  and (y) if
Executive  shall receive  payments in respect of disability  insurance  provided
pursuant to Section  6.1(c)(i),  the Base Salary  referred to in clause (a) (ii)
above shall be reduced by the amounts  received by  Executive in respect of such
disability  insurance for the period of time referred to in such clause (a)(ii).
Neither SCI nor Sinclair  shall  interpose any defense  against  payment of such
amounts based on refusal of Executive to seek or accept other employment.


                                      -16-


<PAGE>



                           10.3     Termination by Executive.

                           10.3.1  Executive may (but shall not be obligated to)
terminate the Agreement  Term on 60 days' prior written notice given at any time
within 180 days following a Change in Control or, if during the Agreement  Term,
(a) Executive  shall not be elected (and continued) as a director of Sinclair or
SCI, as President  and Chief  Executive  Officer of SCI,  and as Executive  Vice
President  of  Sinclair,  or  Executive  shall be removed from any such board or
office;  or (b)  Sinclair  or SCI shall fail to cure a  material  breach of this
Agreement within a reasonable  period of time after notice not to exceed 30 days
(provided,  however,  if the breach is unintentional and not susceptible of cure
within 30 days but is  susceptible  of cure within an additional 60 days, and if
Sinclair in good faith has made material efforts to cure such breach within such
30-day  period,  Sinclair,  upon  written  notice to  Executive,  shall  have an
additional period of time to cure such breach, but not in any event to exceed an
additional 60 days);  or (c) there shall have been a material  diminution in the
authority or  responsibilities  contemplated in Section 2 (including Exhibit A);
or (d) any benefit to which Executive is entitled  pursuant to Section 6.1 shall
have been materially reduced without an effective economic  substitute  therefor
being provided to Executive;  or (e) Executive  shall be required to perform his
principal  services under this Agreement at a place other than that set forth in
Section 3; or (f)  Sinclair or SCI shall fail to comply with the  provisions  of
Section  16.4  hereof  relating  to  specific  assumptions  of  the  duties  and
obligations  of SCI and Sinclair  under this Agreement or (g) the Effective Date
shall not have occurred by August 31, 1997, unless such failure is solely due to
actions or failure to take  actions  on the part of  Executive  (other  than the
failure of Executive to eliminate his attributable ownership interest in RCB and
RCLP). Such right to terminate the Agreement Term shall be Executive's exclusive
remedy in the event of the  occurrence  of any of the events  described  in this
Section  10.3.1.  For purposes of clause (c) of the  preceding  sentence,  there
shall  be  deemed  to  have  been a  material  diminution  in the  authority  or
responsibilities contemplated in Section 2 (including Schedule A) if there shall
occur any  demotion or any material  reduction in the scope,  level or nature of
Executive's employment hereunder, or of the duties contemplated in Section 2, or
if  Executive  is  assigned  duties   inconsistent  with  Executive's   position
hereunder.

                           10.3.2 If  Executive  shall  elect to  terminate  the
Agreement Term upon the occurrence of any event described in Section 10.3.1,  or
if  Sinclair or SCI shall  terminate  the  Agreement  Term other than for cause,
death or Disability  pursuant to Sections 9 and 10 hereof,  then Executive shall
have no further  obligation to perform  services for Sinclair or SCI pursuant to
Section 2, but he shall be entitled to receive from  Sinclair or SCI,  within 30
days after the date of termination of the Agreement Term, in lieu of the amounts
that would otherwise be payable hereunder, a lump sum in cash of an amount equal
to the sum of (a) the aggregate of Base Salary that would have been payable each
year to Executive  pursuant to Section 4.1 for the period  beginning on the date
of such  termination  and running  through the day on which the  Agreement  Term
would  have ended (as  extended,  if  theretofore  extended)  if not  terminated
pursuant to this Section 10 (the "Cutoff Date"),  and (b) an amount equal to the
average  Bonus  earned or paid  under  Section  4.2 in the  previous  three full
calendar  years  of  SCI  immediately   preceding   termination  of  employment,
multiplied  by the number of whole and  partial  years  (rounded  to the nearest
100th  (.01))  remaining  until the  Cutoff  Date;  provided,  however,  that if
termination of employment  shall occur prior to January 1, 1997, an amount equal
to $500,000  shall be deemed the highest Bonus earned or paid under Section 4.2.
In addition, until the Cutoff

                                      -17-


<PAGE>



Date,  Sinclair  shall  maintain,  at its expense,  all insurance  coverages and
medical  and health  benefits  in respect of  Executive  that shall have been in
effect  with  respect  to him prior to the  occurrence  of the  event  entitling
Executive to terminate  this  Agreement.  Further,  (a) all of the stock options
previously  granted by Sinclair or SCI to Executive shall be immediately  vested
and fully  exercisable  and remain  exercisable for not less than their original
term,  (b)  the  obligations  under  Section  6.3(a)  shall  continue,  (c)  the
obligations under Section 7 shall continue, (d) the obligations under Section 15
shall continue and (e) the obligations under Section 16.7 shall continue.

                           10.3.3 Executive may terminate the Agreement Term for
any  reason  upon 90 days'  written  notice,  and all of  Sinclair's  and  SCI's
obligations  under this Agreement shall terminate except (a) their obligation to
pay to Executive  amounts accrued,  earned or required to be paid for periods up
to the date of termination,  including,  without limitation,  under Sections 4.1
and 4.2 hereof (b) their obligations under Section 7, (c) their obligations with
respect to vested stock  options  granted as  described  in Section  4.3,  which
vested stock options shall remain  exercisable  for not less than their original
term, (d) their obligations under Section 6.3(a) and (e) their obligations under
Section 16.7. Upon a termination by Executive under this Section 10.3.3,  all of
Executive's obligations under this Agreement (other than under Section 11) shall
terminate.

                           10.4     Broadcast Option.

                           10.4.1 As further  inducement  for Executive to enter
into this Agreement, and for Executive, in his status as Chief Executive Officer
of the  general  partner of RCB, to consent to the River City  Acquisition,  the
parties agree that if Executive shall elect to terminate the Agreement Term upon
the occurrence of any event described in Section  10.3.1,  or if Sinclair or SCI
shall ever terminate this  Agreement  other than for cause,  death or Disability
pursuant to Sections 9 and 10 hereof,  then,  in addition to the other rights of
Executive,  Executive  shall have the right,  within 180 days of  termination of
employment,  to exercise the "Broadcast  Option".  The "Broadcast  Option" is an
option of Executive to require Sinclair and SCI to sell and assign to Executive,
or any one or more persons or entities  designated  by Executive  (collectively,
the  "Transferee"),  free and clear of any and all Indebtedness and Liens (other
than Permitted Liens (as hereinafter defined)),  for an aggregate purchase price
in cash equal to the fair  market  value  thereof,  at the option of  Executive,
either  (but not both of) (a) (i) all (and  not  less  than  all)  radio  and/or
television  broadcasting stations (including all broadcasting assets,  licenses,
permits and programming  contracts) then owned or held directly or indirectly by
Sinclair  or SCI (or  their  affiliates),  at the  option  of  Executive,  in or
substantially  serving  either (but not both of) the St. Louis,  Missouri or the
Greenville-Spartanburg, South Carolina Designated Market Areas and (ii) all (and
not less than all) rights of Sinclair, SCI or any of their affiliates to provide
programming  services with respect to all  television or radio  stations in such
selected  Designated  Marketing  Area,  including  all  local  marketing,   time
brokerage or similar management services  agreements,  for an aggregate purchase
price equal to the fair market value  thereof,  or (b)(i) all (and not less than
all) radio  broadcasting  stations  (including  all radio  broadcasting  assets,
licenses,  permits and programming  contracts) then owned directly or indirectly
by  Sinclair or SCI (or their  affiliates)  and (ii) all (and not less than all)
rights of Sinclair, SCI or any of their affiliates to provide

                                      -18-

<PAGE>



programming  services  with  respect  to radio  stations,  including  all  local
marketing,  time brokerage or similar management  services  agreements.  As used
herein, the terms  "Indebtedness" and "Liens" shall have the respective meanings
given such terms in that  certain  Indenture,  dated as of August 28,  1995 (the
"Indenture"),  relating to the  issuance by Sinclair of  $300,000,000  aggregate
principal amount of its 10% Senior  Subordinated notes due 2005. As used herein,
the term  "Permitted  Lien" shall mean any lien permitted by Section  1012(b) of
the  Indenture  and the term  "Designated  Marketing  Area"  shall  mean an area
comprised of all counties wherein the combined share of audience for home market
commercial  station(s)  is larger than the  combined  share of audience  for any
station(s) assigned to another home market.

                           10.4.2 Executive may exercise the Broadcast Option by
providing Sinclair and SCI, within the 180-day period referred to above, written
notice of  Executive's  intent to do so and a statement as to whether  Executive
elects to proceed under clause (a) or (b) of Section  10.4.1 and, in the case of
an exercise of the  Broadcast  Option  under clause (a) of Section  10.4.1,  the
Designated  Market  Area to which it applies.  The parties  shall meet within 15
days of the exercise of the Broadcast  Option to discuss and agree upon the fair
market value of the broadcast stations to which it applies, a mutually agreeable
closing date and such other  matters as are necessary or desirable to effect the
closing of the sale of the broadcasting stations as contemplated by this Section
10.4.

                           10.4.3 The parties  acknowledge that the consummation
of the  Broadcast  Option shall  require the parties to agree upon and take many
actions beyond those specified herein.  The parties agree in good faith to enter
into  agreements  and to take all  actions  necessary  or  desirable  (including
without  limitation  refinancings and effecting releases of Liens), and to cause
all other  parties in good faith to enter into  agreements  to take all  actions
necessary or reasonably  desirable,  to effect the intentions of the parties set
forth in this Section 10.4, so that  Executive or his designee is able to obtain
on the closing of the  Broadcast  Option the benefits of ownership and operation
of the broadcast  stations subject to the Broadcast Option free and clear of all
Indebtedness and Liens other than Permitted Liens. All documentation  related in
any way to the  Broadcast  Option  shall be in form and  substance  on customary
terms,  and  shall  contain   customary   representations   and  warranties  and
post-closing remedies.  Executive shall be entitled to elect whether to exercise
his option as a purchase of assets or stock,  but the form of purchase  shall be
taken into account  together with all other relevant  matters in the calculation
of the fair market value purchase price.

                           10.4.4 If Executive  exercises the  Broadcast  Option
under clause (b) of Section 10.4.1 (generally with respect to all radio stations
owned or operated by Sinclair or SCI),  certain radio stations may share studio,
office and other space and  transmission  facilities and towers with  television
broadcasting  stations retained by Sinclair.  Without limiting the generality of
the  provisions of Section  10.4.3,  the parties agree the  Transferee  shall be
permitted  to continue  for no less than ten years to operate the radio  station
business and operations at such jointly-used facilities,  and the Transferee and
Sinclair shall in good faith negotiate and enter into  agreements  providing for
the lease of such  facilities  and the  furnishing  of utilities  and such other
services (all at market  rates) as is reasonably  necessary or desirable to give
effect to the intentions of the parties set forth in this Section 10.4.

                                      -19-

<PAGE>




                           10.4.5 During the period of time  commencing with the
exercise  of the  Broadcast  Option and ending on the  closing of the  Broadcast
Option,  the broadcast  stations subject to the option shall be operated only in
the ordinary  course of business for the account of Sinclair and SCI,  except as
may be necessary or reasonably desirable to effect the intentions of the parties
expressed in this Section 10.4.

                           10.4.6  If  within  30  days of the  delivery  of the
exercise  notice the parties have not agreed on a closing date, the closing date
shall be, unless agreed otherwise  subsequently  between Executive and Sinclair,
the  later  of (a)  five  business  days  after  receipt  of all  necessary  FCC
approvals,  and (b) the first business day 120 days after the date of notice. If
within 30 days of the  delivery  of the  exercise  notice the  parties  have not
agreed on the fair market value of the broadcasting  stations subject to the SCI
Option, the fair market value shall be conclusively determined as follows:

                           (a) Each of Sinclair and  Executive  will within five
business  days select one appraiser  experienced  and qualified in the broadcast
industry to value the broadcast  stations to which the Broadcast Option applies,
and the fair market value will be determined by the two appraisers.

                           (b) In the event that the appraisers  cannot agree on
the fair market value  within 30 calendar  days,  then they will select,  within
five  business  days,  another  qualified  appraiser  with  the  experience  and
qualifications  in the  broadcast  industry to value the  broadcast  stations to
which the Broadcast Option applies, who will, within 30 calendar days, calculate
the fair  market  value,  and fair  market  value will be the average of the two
values arrived at by the appraisers that are closest to each other in amount.

                           (c) If the  appraisers  cannot  agree  as to whom the
additional  appraiser  will be, any party may refer the  selection  of the third
appraiser to arbitration in accordance with the Commercial Rules of the American
Arbitration Association then in effect and the Federal Arbitration Act, 9 U.S.C.
ss. 1 et seq.

                           10.4.7 Notwithstanding anything else to the contrary,
until the exercise of the Broadcast Option,  the provisions of this Section 10.4
shall not  constitute an  encumbrance of any kind with respect to the properties
or assets of Sinclair or SCI, who may take any actions they deem  desirable with
respect  to any  and  all of its  broadcast  stations,  including  the  sale  or
placement of Liens thereon.

                           10.4.8 The parties hereto acknowledge that Sinclair's
and SCI's  agreements  in this  Section  10 are of a special,  unique,  unusual,
extraordinary  and  intellectual  character,   which  cannot  be  reasonably  or
adequately  compensated  in an action at law for  damages,  and that a breach by
Sinclair or SCI of the terms  hereof will cause  Executive  irreparable  injury.
Sinclair  or SCI agree  that  Executive  is  entitled  to  injunctive  and other
equitable  relief to prevent a breach or  threatened  breach of this Section 10,
which shall be in addition  to any other  rights or remedies to which  Executive
may be entitled.


                                      -20-


<PAGE>



                  11.      Protection of Confidential Information.

                           11.1 Executive  agrees that, in view of the fact that
his work for  Sinclair  or SCI will  bring  him into  close  contact  with  many
confidential  affairs of Sinclair or SCI not readily available to the public, he
will not  disclose  during  the  Agreement  Term and for a period  of two  years
thereafter,  to any  person,  firm,  corporation,  partnership  or other  entity
whatsoever  (except Sinclair or SCI or any of their  subsidiaries or affiliates,
or any officer, director,  stockholder,  partner, associate,  employee, agent or
representative thereof) any confidential  information secrets of Sinclair or SCI
which may come into his possession during the Agreement Term (the  "Confidential
Materials").  The term  "Confidential  Materials"  does not include  information
which (a) at the time of disclosure  or thereafter is generally  available to or
known by the public otherwise than by reason of Executive's  disclosure  thereof
in violation of this Agreement, (b) is, was or becomes available to Executive on
a nonconfidential  basis from a source other than Sinclair or SCI, provided that
Executive  has no  reason  to  believe  that  such  source  is or was bound by a
confidentiality  agreement with Sinclair or SCI, (c) has been made available, or
is made available,  on a non-confidential  basis to a third party by Sinclair or
SCI, by an individual authorized to do so, or (d) is known by Executive prior to
its  disclosure  to  Executive.  Executive  may  use and  disclose  Confidential
Materials  to the extent  necessary  to assert any right or defend  against  any
claim arising under this  Agreement or pertaining to  Confidential  Materials or
their use,  to the  extent  necessary  to comply  with any  applicable  statute,
constitution,  treaty,  rule,  regulation,  ordinance  or order,  whether of the
United  States,  any state  thereof,  or any other  jurisdiction  applicable  to
Executive, or if Executive receives a request to disclose all or any part of the
information  contained  in the  Confidential  Materials  under  the  terms  of a
subpoena, order, civil investigative demand or similar process issued by a court
of competent  jurisdiction or by a governmental  body or agency,  whether of the
United  States or any state  thereof,  or any other  jurisdiction  applicable to
Executive.

                           11.2 In the event that  Executive  (but not Sinclair)
prior  to the  end of  the  Agreement  Term  terminates  Executive's  employment
pursuant to Section 10.3.3,  then for a period of one year from the date of such
termination,  Executive  shall not be employed by, or own an equity interest in,
any  entity  that  owns or  operates  (a) any radio or  television  broadcasting
station in any Designated  Marketing Area in which Sinclair immediately prior to
such termination owns or operates a radio station or (b) any television  station
in any Designated  Marketing Area in which  Sinclair  immediately  prior to such
termination  owns or operates a  television  station;  provided,  however,  that
nothing in this Agreement  shall prohibit or limit Executive from being employed
by, or owning  equity  interests  in,  any  network or any  provider  of program
services on a national basis, regardless of whether such entity owns or provides
services  to radio or  television  stations  in any metro  survey  area in which
Sinclair owns or operates radio or television stations. Notwithstanding anything
else  contained in this Section  11.2,  Executive  may: (a) own, for  investment
purposes only, up to five percent of the stock of any publicly-held  corporation
whose  stock is either  listed on a  national  stock  exchange  or on the NASDAQ
National Market and (b) continue as an officer,  director and stockholder of the
general partner of RCB and RCLP.

                           11.3 The parties hereto  acknowledge that a breach by
Executive of the terms of this Section 11 will cause Sinclair or SCI irreparable
injury.  Executive  agrees that  Sinclair or SCI is entitled to  injunctive  and
other equitable relief to prevent a breach or threatened

                                      -21-


<PAGE>



breach of this  Section 11,  which  shall be in addition to any other  rights or
remedies to which Sinclair or SCI may be entitled.

                  12.      Notices.

                           All   notices,    requests,    consents   and   other
communications, required or permitted to be given hereunder, shall be in writing
and shall be deemed to have been duly given (a) if  delivered  personally,  when
delivered;  (b) if  delivered by overnight  carrier,  on the first  business day
following  such  delivery;  (c) if delivered by  registered  or certified  mail,
return receipt requested, on the third business day after having been mailed. In
any case, each such notice,  request, or consent or other communication shall be
addressed as follows or to such other address as either party shall designate by
notice in writing to the other in accordance herewith.

                           12.1     If to Sinclair or SCI:

                                    David D. Smith
                                    Sinclair Broadcast Group, Inc.
                                    2000 West 41st Street
                                    Baltimore, Maryland  21211

                                    with a copy to:

                                    Steven A. Thomas, Esq.
                                    Thomas & Libowitz, P.A.
                                    The USF&G Tower
                                    100 Light Street
                                    Suite 1100
                                    Baltimore, Maryland  21202-1053

                           12.2     If to Executive:

                                    Barry Baker
                                    River City Broadcasting, L.P.
                                    1215 Cole Street
                                    St. Louis, Missouri 63106-3897

                                    with a copy to:

                                    Andrew M. Baker, Esq.
                                    Baker & Botts, L.L.P.
                                    2001 Ross Avenue
                                    Dallas, Texas 75201


                                      -22-


<PAGE>



                  13. SCI.

                           On or prior to the First  Closing,  unless  otherwise
agreed to by Executive,  SCI shall have been formed by Sinclair.  On or prior to
the Effective Date,  unless  otherwise  agreed to by Executive,  the charter and
bylaws of SCI shall be, at all times  during the  Employment  Term,  in the form
Exhibit B and  Exhibit  C,  respectively.  On or prior to  September  30,  1996,
Sinclair will  contribute  substantially  all of the stock and assets related to
its broadcasting  subsidiaries to SCI and SCI will execute a counterpart of, and
become a party to, this Agreement.

                  14.      Status.

                           Prior to the Effective  Date,  this  Agreement is not
intended to and does not make  Executive and  Executive  agrees that he will not
hold himself out as, the agent,  employee or legal representative of Sinclair or
SCI for any purpose  whatsoever.  Prior to the Effective Date, this Agreement is
not intended to and does not confer upon Executive, and Executive agrees that he
will have no,  management or decision making authority within Sinclair or SCI or
with respect to any employee of Sinclair or SCI.

                  15.      Trigger Event.

                           15.1  Upon the  occurrence  of a  Trigger  Event  (as
defined  below),  Executive  shall be  entitled  to receive  quarterly  payments
("Quarterly  Payments") in cash, or at Sinclair's  option,  in shares of Class A
Common  Stock  (valued  at the then  current  Market  Price),  or a  combination
thereof,  on the last day of March,  June,  September  and December in each year
(each  such  date  being  referred  to herein as a  "Quarterly  Payment  Date"),
commencing  on the first  Quarterly  Payment  Date after the  occurrence  of the
Trigger  Event.  The Quarterly  Payments (a)  commencing on the first  Quarterly
Payment Date after the  occurrence  of the Trigger  Event,  will be in an amount
equal to 3.75% of the  Market  Price  (as of the date of  payment)  of all stock
options and common  stock issued  pursuant to exercise of such stock  options or
pursuant to this Section 15 (the  "Subject  Securities")  then held by Executive
or, if applicable, his estate and (b) thereafter,  will be in an amount equal to
5.00% of the Market  Price of all Subject  Securities  then held by Executive or
his estate,  as the case may be. For purposes of this Section,  the Market Price
of stock  options will be the Market Price of the  underlying  security less the
then  applicable  strike price of the stock option.  A "Trigger Event" means the
termination of the original term of the Agreement Term for any reason other than
a termination by Sinclair pursuant to Section 9 hereof or by Executive  pursuant
to Section 10.3.3 hereof.

                           15.2 At any time  after the  occurrence  of a Trigger
Event,  Sinclair  shall have the right,  subject to the final  sentence  of this
Section 15.2, to purchase (the "Call") all of the Subject  Securities  then held
by Executive at the Market Price of the Subject  Securities  on the trading date
immediately  preceding  the  closing of such  purchase.  If  Sinclair  elects to
exercise its right to repurchase  pursuant to this Section,  Sinclair  shall fix
the date for  redemption  and shall  give  notice  (the "Call  Notice")  of such
redemption  not less than 30 nor more than 60 days  prior to the date  fixed for
redemption. Executive or the representative of his estate, as applicable, has

                                      -23-


<PAGE>



the right,  within ten business days of receiving the Call Notice, to reject the
Call, but in so doing will forfeit any future right to Quarterly Payments.

                  16.      General.

                           16.1  This   Agreement   shall  be  governed  by  and
construed  and  enforced  in  accordance  with the laws of the State of Maryland
applicable to agreements made and to be performed entirely in Maryland.

                           16.2 The Section  headings  contained  herein are for
reference  purposes  only  and  shall  not in any  way  affect  the  meaning  or
interpretation of this Agreement.

                           16.3  This  Agreement  together  with  the  documents
listed on Exhibit D (the "Ancillary  Documents") sets forth the entire agreement
and  understanding  of the parties  relating to the subject matter  hereof,  and
supersedes all prior  agreements,  arrangements and  understandings,  written or
oral, between the parties.

                           16.4 This  Agreement  and the benefits  hereunder are
personal to Sinclair and SCI and are not assignable or transferable, nor may the
services to be performed hereunder be assigned by Sinclair or SCI to any person,
firm or  corporation;  provided,  however,  that this Agreement and the benefits
hereunder may be assigned by Sinclair or SCI to any corporation acquiring all or
substantially  all of the assets of Sinclair or SCI or to any  corporation  into
which Sinclair or SCI may be merged or consolidated,  and this Agreement and the
benefits   hereunder  will   automatically   be  deemed  assigned  to  any  such
corporation,  subject,  however, to Executive's right to terminate the Agreement
Term to the extent  provided in Section 10.3. In the event of any  assignment of
this  Agreement to any  corporation  acquiring all or  substantially  all of the
assets of Sinclair or SCI or to any other corporation into which Sinclair or SCI
may be merged or  consolidated,  the  responsibilities  and duties  assigned  to
Executive by such successor corporation shall be the responsibilities and duties
of, and compatible with the status of, the chief executive  officer and a member
of the board of directors of SCI and an executive vice president and a member of
the board of  directors of  Sinclair.  Sinclair  and SCI shall  require that any
successor  to SCI or  Sinclair  agree to assume in writing  the  obligations  of
Sinclair  and SCI  pursuant  to this  Agreement  and the  failure to secure such
assumption on or prior to the closing of any transaction  described in Section 8
shall  constitute a breach of Sinclair's  and SCI's duties under this  Agreement
and permit  termination of the Agreement  Term by Executive  pursuant to Section
10.3.1.

                           16.5 Whenever this Agreement provides for any payment
to Executive's  estate,  such payment may be made instead to such beneficiary or
beneficiaries  as Executive may have  designated by written  notice to Sinclair;
provided,  however,  that neither  Sinclair nor SCI shall have any  liability to
Executive's  estate for the payment of estate taxes,  local inheritance taxes or
otherwise,  provided  it has  actually  made  payment  to  such  beneficiary  or
beneficiaries. Executive shall have the right to revoke any such designation and
to redesignate a beneficiary or  beneficiaries  by written notice to Sinclair to
such effect.


                                      -24-


<PAGE>



                           16.6  This   Agreement  may  be  amended,   modified,
superseded,  canceled, renewed or extended and the terms or covenants hereof may
be waived,  only by a written instrument  executed by all of the parties hereto,
or in the case of a waiver,  by the party  waiving  compliance.  The  failure of
either party at any time or times to require performance of any provision hereof
shall in no manner  affect  the right at a later time to  enforce  the same.  No
waiver by any  party of the  breach of any term or  covenant  contained  in this
Agreement,  whether by conduct or otherwise, in any one or more instances, shall
be deemed to be, or  construed  as, a further or  continuing  waiver of any such
breach,  or a waiver of the breach of any other term or  covenant  contained  in
this Agreement.

                           16.7 If any dispute or disagreement arising hereunder
or related  hereto  shall  result in legal  action  between  Sinclair or SCI and
Executive,  Executive  shall be  entitled  to recover  from  Sinclair or SCI any
reasonable  expenses for attorney's  fees and  disbursements  incurred by him in
connection with Executive's good faith maintenance or defense of such action, on
an after-tax basis, unless Executive does not prevail in such action.

                           16.8 Nothing in this Agreement, expressed or implied,
is  intended  to confer on any  person  other than the  parties  hereto or their
respective successors and permitted assigns, any rights,  remedies,  obligations
or liabilities under or by reason of this Agreement.

                                      -25-


<PAGE>



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

                                         SINCLAIR BROADCAST GROUP, INC.



                                         By: /s/ David D. Smith
                                             ---------------------------
                                         Name: David D. Smith
                                         Title: Executive Vice President


                                         BARRY BAKER



                                         By: /s/ Barry Baker
                                             ---------------------------

                                      -26-


<PAGE>



                                    EXHIBIT A

                                       TO

                       EMPLOYMENT AGREEMENT AMONG SINCLAIR
                                 AND BARRY BAKER


I.       With respect to the  specific  matters  relating to SCI's  business set
         forth  below,  during the  Employment  Term,  Executive  shall have the
         following authority:

          A.        Executive  may select  his own  management  team,  including
                    financial,   budgeting,   accounting  and  legal;  provided,
                    without the consent of the CEO of Sinclair,  Executive shall
                    not replace  David Amy during the first 12 months  after the
                    First  Closing  or any of  Steve  Marks,  Alan  Frank,  John
                    Quigley or Dell Parks  during the first six months after the
                    First Closing.  Executive may, after consulting with the CEO
                    of  Sinclair,   (i)  hire  outside  financial  advisors  and
                    consultants  on a project basis and (ii) after the first six
                    months following the First Closing  (provided  Executive has
                    determined  in his judgment  that outside  legal  counsel is
                    non- responsive or not  satisfactory),  engage other outside
                    legal counsel.

          B.        Executive  shall  have the  authority  to select  investment
                    bankers on acquisitions and dispositions,  but shall consult
                    with the CEO of  Sinclair  on all such  matters.  The CEO of
                    Sinclair  shall  consult with  Executive  prior to selecting
                    investment  bankers  and  commercial  bankers  on  financing
                    matters.

          C.        Executive  shall have  responsibility  and control  over all
                    programming  (and  investments in programming in the form of
                    percentages of programming  obtained in connection  with the
                    clearing of  programming  on  stations  owned or operated by
                    SCI), management compensation policies and philosophies (but
                    not with respect to Executive),  sales of station  inventory
                    and (to the extent that  Executive's  decisions with respect
                    to such matters are not inconsistent with generally accepted
                    practices of traditional network affiliates in the industry)
                    all matters relating to station network affiliations. At the
                    request of Sinclair's CEO made from time to time,  Executive
                    will consult with Sinclair's CEO on major  operating  issues
                    and decisions.

          D.        Executive  may  participate  in any  and  all  "road  shows"
                    conducted by or on behalf of either Sinclair or SCI.

II.       The following  actions by SCI will require  approval and discussion of
          the SCI and Sinclair Board of Directors:

          A.        Establishing  or  amending  the  five-year   strategic  plan
                    applicable to SCI and its subsidiaries.

                                       A-1


<PAGE>


          B.        Establishing   or  amending  the  annual   budget  (and,  if
                    different,  the annual  operating  plan) and capital plan of
                    SCI and its subsidiaries  (the first year operating plan for
                    the  corporate  staff  having been  approved  by  Executive,
                    Sinclair and SCI prior to execution of this Agreement).

          C.        Effecting  any  capital  investment  or  series  of  related
                    capital investments in excess of $1,000,000.

          D.        Issuing  any  security  of SCI or of any direct or  indirect
                    subsidiary (including but not limited to any "phantom stock"
                    or similar rights).

          E.        Selling or buying any station.

          F.        Establishing   or  amending  any  employee   benefit   plan,
                    compensation   plan,   employment   policies  or  employment
                    agreement standards; provided, however, that Executive shall
                    (i) (a)  recommend  for  approval by the Board of  Directors
                    specific   compensation   practices   for  persons   holding
                    positions  as officers  (as defined in Section  16(b) of the
                    Exchange Act) and (b) determine specific compensation levels
                    for persons  holding other positions and (ii) throughout the
                    Agreement Term, be delegated,  by the Compensation Committee
                    of the Board of Directors of Sinclair,  the exclusive  right
                    to grant (and establish  terms thereof  consistent  with the
                    1996 LTIP)  available  stock options under the 1996 LTIP and
                    shall have the same right with respect to stock  options for
                    400,000  shares (less any  outstanding  stock options issued
                    under  such  plan at the time of the  First  Closing)  to be
                    issued under the Incentive Plan;  provided that the exercise
                    price of stock  options  granted  pursuant  to the 1996 LTIP
                    plan shall not be less than 90% of the fair market value (as
                    defined in Section 4.3.1 of the Employment  Agreement) as of
                    the date of grant.

          G.        Incurring, guaranteeing, amending the terms of, or prepaying
                    any  indebtedness,  other than indebtedness to any direct or
                    indirect wholly owned subsidiary  (including but not limited
                    to   sale/leaseback   and   factoring   transactions),    or
                    guaranteeing  any performance of any person or entity (other
                    than a wholly owned subsidiary).


                                       A-2

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