Sample Business Contracts


Employment Agreement - Sinclair Broadcast Group Inc. and J. Duncan Smith

Employment Forms

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                              EMPLOYMENT AGREEMENT
                        SINCLAIR BROADCASTING GROUP, INC.

                  THIS EMPLOYMENT AGREEMENT (the "Agreement"), is made this 12th
day of June, 1995, by and between Sinclair Broadcast Group, Inc.(the "Company"),
a Maryland corporation, and J. Duncan Smith (the "Employee").

                              W I T N E S S E T H:

                  WHEREAS,  the Company is engaged in the business of television
broadcasting; and

                  WHEREAS,  the  Employee has  specialized  expertise in various
aspects  of the  management  of  television  broadcast  operations  and  related
functions; and

                  WHEREAS,  the Company  desires to employ the  Employee as Vice
President  and  Secretary,  to render  such  services as are  enumerated  in the
By-laws  of the  Company  for and on behalf of the  Company  and such  other and
further  services as shall be assigned  reasonably,  from  time-to-time,  to the
Employee by the Board of Directors  of the Company,  and the Employee is willing
to accept such employment, upon the terms and conditions hereinafter provided.

                  NOW,  THEREFORE,  in consideration of the foregoing  Recitals,
which shall be deemed to be a substantive part of this Agreement, and the mutual
covenants, promises, agreements,  representations and warranties hereinafter set
forth,  the parties hereto do hereby  covenant,  promise,  agree,  represent and
warrant as follows:

                  1. EMPLOYMENT. The Company hereby employs the Employee as Vice
President  and  Secretary,  to render  such  services as are  enumerated  in the
By-laws of the Company for and on behalf of the Company,  and the Employee shall
render such other and further  services  for and on behalf of the Company as may
be  assigned  reasonably,  from  time-to-time,  to the  Employee by the Board of
Directors of the Company (the  "Services").  The  Employee  hereby  accepts such
employment  with the Company and agrees to render the Services for and on behalf
of the  Company on the terms and  conditions  set forth in this  Agreement.  The
power to direct,  control and supervise the Services to be performed,  the means
and manner of performing  the Services and the time for  performing the Services
shall be exercised by the Board of Directors of the Company; provided,  however,
that the Board of Directors shall not impose employment duties or constraints of
any kind  which  would  require  the  Employee  to  violate  any  law,  statute,
ordinance, rule or regulation now or hereinafter in effect.

                  2. TERM. The term (the "Initial Term") of this Agreement shall
commence  on the date  hereof and,  subject to the  further  provisions  of this
Agreement, shall end on the date which


<PAGE>


is three (3) years  from the date of this  Agreement,  provided,  however,  this
Agreement shall be automatically  renewed for successive one (1) year periods (a
"Renewal Term") unless,  at least sixty (60) days prior to the expiration of the
Initial Term or any Renewal Term, either party gives written notice to the other
party  specifically  electing  to  terminate  this  Agreement  at the end of the
Initial Term or any such Renewal Term.

                  3.  PERFORMANCE OF SERVICES.  The Employee shall devote all of
his professional time exclusively to the Company's business and shall render the
Services  to the best of his  ability  for and on  behalf  of the  Company.  The
Employee shall comply with all laws, statutes, ordinances, rules and regulations
relating to the Services.

                  4.  COMPENSATION.  In  consideration  of and as full and total
compensation for all Services  rendered or agreed to be rendered by the Employee
hereunder,  the Company  shall pay to the  Employee an annual base salary of two
hundred and seventy  thousand  dollars  ($270,000)  (the  "Salary"),  payable in
equal,  consecutive bi-weekly  installments;  provided,  however, that no Salary
shall be paid to the Employee under this Agreement for any period  subsequent to
the  termination  of  employment of the Employee for any reason  whatsoever.  In
addition  to the  Salary,  the Board of  Directors  will  review the  Employee's
compensation  arrangement  annually and dependent  upon the  performance  of the
Company and/or the Employee  during said year will award a bonus to the Employee
(the "Bonus") in an amount such that the total  compensation  to the Employee is
within or greater  than the average  range of  compensation  to persons  holding
similar positions in the television broadcasting industry. Payment of the Salary
and Bonus shall be subject to the customary withholding tax and other employment
taxes as required  with  respect to  compensation  paid by a  corporation  to an
employee.

                  5.       VACATIONS AND BENEFITS.

                           5.1.  During each twelve (12) month period during the
Initial  Term and any Renewal  Term of this  Agreement,  the  Employee  shall be
entitled to vacation time of not less than four (4) weeks, during which time the
Employee's Salary shall be paid in full. The Employee shall take his vacation at
such time or times as shall be approved by the Company, which approval shall not
be unreasonably withheld.

                           5.2.  The  Employee  shall be  entitled to such other
benefits as the Board of Directors shall lawfully adopt and approve.



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<PAGE>

                  6.       DISABILITY.

                           6.1.  As  used   herein,   the   Employee   shall  be
"disabled" or have a "disability" for purposes of this Agreement if the Employee
has an illness,  injury,  or other physical or mental condition which results in
the Employee's inability to perform substantially the duties he performed in his
employment  capacity under this  Agreement to the extent he was performing  such
duties immediately prior to the commencement of such condition.

                           6.2.  In the event that the  Employee is disabled for
not more than sixty (60) days  during any  twelve  (12) month  period,  then the
Employee,  during the continuance of such  disability,  shall remain employed by
the Company  hereunder  and shall  continue  to receive  his Salary  pursuant to
Section 4 of this  Agreement and otherwise have all of the rights and be subject
to all of the Employee's obligations and duties under this Agreement, other than
the obligation and duty to render the Services during such period of disability.

                           6.3.  In  the  event  that  the  Employee   shall  be
disabled for more than sixty (60) days during any twelve (12) month period,  but
not more than One hundred twenty (120) days during any twelve (12) month period,
then from and after the expiration of the one hundred  twentieth (120th) day and
during  the  continuance  of  such  disability  up  to  and  including  the  day
immediately  preceding the sixty first (61st) day, the Employee  shall be deemed
to have taken a leave of absence from the Company  commencing on the sixty first
(61st) day of such disability  and,  during the continuance of such  disability,
the following provisions shall apply:

                                    6.3.1.  The   Employee's   Salary  shall  be
apportioned up to and including the sixtieth  (60th) day of such  disability and
from  and  after  the  sixtieth  (60th)  day of  such  disability  and up to and
including the day  immediately  preceding the two hundred tenth (210th) day, the
Company  shall pay no Salary to the Employee and the Employee  shall  receive no
Salary from the Company.

                                    6.3.2.  The Company,  in the sole discretion
of its Board of Directors, shall have the right and power to remove the Employee
from the position as an officer of the Company or to delegate all or any portion
of the  Employee's  duties as an  officer  of the  Company  to one or more other
employees of the Company,  provided,  however, that removal of the Employee from
the  position  as an  officer  may only be for cause.  Cause is defined  as: (i)
conviction of a crime affecting the Company's  reputation or which precludes the
Employee from  performing  his duties and  resposibilities  as an officer of the
Company; (ii) a breach of fiduciary duty to the Company or its stockholders;  or
(ii) repeated failure to exercise and/or undertake his duties as an officer.



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<PAGE>

                                    6.3.3.  The Employee  shall  otherwise  have
all of the rights and be subject to all of the Employee's obligations and duties
under this Agreement,  except that the Employee shall have no obligation or duty
to render the Services  otherwise in accordance with this  Agreement;  provided,
however,  that the  Company  shall  be  excused  from  providing  any  insurance
coverages or benefits which, by reason of the Employee's disability, the Company
shall not be able to obtain, continue or maintain at substantially the same cost
and expense or on  substantially  the same terms and conditions that the Company
was able to obtain,  continue or maintain  immediately prior to the commencement
of the Employee's disability.

                           6.4.  In  the  event  that  the  Employee   shall  be
disabled  for more than two  hundred  ten (210)  days in any  twelve  (12) month
period,  there  shall exist a  presumptive  conclusion  that the  Employee is no
longer able to perform the Services, and this Agreement may be terminated by the
Company without further notice to the Employee.

                           6.5.  If the Company and the  Employee  are unable to
agree  whether the  Employee is disabled  within the meaning of this  Section 6,
then this limited issue shall be submitted to and settled by binding arbitration
under and pursuant to the  Maryland  Uniform  Arbitration  Act and the rules and
regulations of the American  Arbitration  Association,  and the decision in such
arbitration shall be final,  conclusive and binding upon each of the parties and
judgment may be entered thereon in any court of competent jurisdiction. No other
issue  shall be  submitted  to or  settled  by  binding  arbitration  under this
Agreement.

                  7.       Confidential Information.

                           7.1.  The   Employee   acknowledges   that   in   the
Employee's employment  hereunder,  the Employee will be making use of, acquiring
and adding to the Company's trade secrets and its  confidential  and proprietary
information  of a special and unique  nature and value  relating to such matters
as, but not limited to, the Company's business  operations,  internal structure,
financial affairs, systems, procedures,  manuals, confidential reports, lists of
clients and prospective  clients and sales and marketing methods, as well as the
amount, nature and type of services, equipment and methods used and preferred by
the Company's  clients and the fees paid by such clients,  all of which shall be
deemed to be  confidential  information.  The  Employee  acknowledges  that such
confidential  information has been and will continue to be of central importance
to the business of the Company and that disclosure of it to or its use by others
could cause  substantial loss to the Company.  In consideration of employment by
the Company,  the  Employee  agrees that during the Initial Term and any Renewal
Term of this Agreement and upon and after leaving the



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<PAGE>

employ of the Company for any reason whatsoever, the Employee shall not, for any
purpose whatsoever, directly or indirectly, divulge or disclose to any person or
entity any of such  confidential  information which was obtained by the Employee
as a result of the Employee's  employment  with the Company or any trade secrets
of the Company, but shall hold all of the same confidential and inviolate.

                           7.2.  All  contracts,  agreements,  financial  books,
records,  instruments and documents,  client lists,  memoranda,  data,  reports,
tapes,  rolodexes,  telephone and address books, letters,  research, card decks,
listings, and any other instruments, records or documents relating or pertaining
to clients serviced by the Company or the Employee, the Services rendered by the
Employee, or the business of the Company (collectively,  the "Records") shall at
all times be and remain the property of the Company.  Upon  termination  of this
Agreement  and the  Employee's  employment  under this  Agreement for any reason
whatsoever,  the  Employee  shall  return to the Company  all  Records  (whether
furnished by the Company or prepared by the  Employee),  and the Employee  shall
neither  make  nor  retain  any  copies  of  any  of  such  Records  after  such
termination.

                           7.3.  The Employee  shall assign  permanently  to the
Company  exclusive  rights to any and all  patents  and  copyrights  awarded  or
accruing to him on the basis of ideas developed by him for the Company and ideas
developed by him within one year  following the  termination  of his  employment
with the Company if such ideas are related to such employment.

                  8. Indemnity.  The Employee shall  indemnify the Company,  its
officers,  directors and  stockholders  (other than the Employee),  and hold the
Company,  its  officers,  directors and  stockholders  (other than the Employee)
harmless, from and against any and all actions, suits, proceedings, liabilities,
damages,  losses,  costs and expenses  (including  attorneys' and experts' fees)
arising  out of or in  connection  with any breach or  threatened  breach by the
Employee of any one or more provisions of this Agreement.

                  9. Termination of Employment.

                           9.1.  Subject to Section 9.2 of this  Agreement,  The
Company shall have the right to terminate the Employee's employment hereunder at
any time and without prior written notice to the Employee upon the occurrence of
any one or more of the following  events:  (i) the breach by the Employee of any
material covenant, promise or agreement of this Agreement; (ii) the voluntary or
involuntary  dissolution  of the Company;  (iii) the  voluntary  or  involuntary
liquidation  or winding up of the Company;  (iv) the  disability of the Employee
for more than two  hundred  ten  (210)  days in any  twelve  (12)  month  period
pursuant  to  Section  6.4 of this  Agreement;  or (v) for cause as  defined  in
Section 6.3.2 of this



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<PAGE>

Agreement.  Upon  termination of the Employee's  employment under this Agreement
pursuant to this Section 10,  neither  party shall  thereafter  have any further
rights,  duties or obligations  under this Agreement (except that Employee shall
have the  obligations  and duties set forth in  Sections 7 and 8) but each party
shall remain liable and  responsible to the other for all prior  obligations and
duties  hereunder  and for all acts and  omissions  of such  party,  its agents,
servants and employees, prior to such termination.

                           9.2.  Anything  contained  in  Section  10.1  to  the
contrary notwithstanding, the Company shall not terminate this Agreement and the
Employee's  employment  under this Agreement  pursuant to Section 10.1(i) or (v)
unless the  Company  shall have first  given to the  Employee  thirty (30) days'
prior written  notice of such  termination  which sets forth the grounds of such
termination,  and the  Employee  shall  have  failed  to cure such  grounds  for
termination  within said thirty (30) day  period;  provided,  however,  that the
foregoing opportunity to cure shall be limited to no more than two opportunities
during each twelve (12) month period hereunder, commencing upon the date hereof.

                  10. Notices. All notices and other  communications required or
permitted to be given by this  Agreement  shall be in writing and shall be given
and shall be deemed  received  if and when  either  hand-delivered  and a signed
receipt is given therefor or mailed by registered or certified U.S. mail, return
receipt requested, postage prepaid, and if to the Company to:

                                            Sinclair Broadcast Group, Inc.
                                            2000 W. 41st Street
                                            Baltimore, Maryland 21211

with a copy to:                             Steven A. Thomas, Esquire
                                            Thomas & Libowitz, P.A.
                                            USF&G Tower, Suite 1100
                                            100 Light Street
                                            Baltimore, Maryland 21202-1053

and if to the Employee to:

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

or at such other  address as either  party  hereto  shall notify the other of in
writing.

             11.           Miscellaneous.


                           11.1.  This Agreement shall be binding upon and inure
to the benefit of the Company, its successors and assigns.



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<PAGE>

This  Agreement  shall be binding upon the Employee and his heirs,  personal and
legal  representatives,  and  guardians,  and shall  inure to the benefit of the
Employee. Neither this Agreement nor any part hereof or interest herein shall be
assigned by the Employee.

                           11.2.  The terms and provisions of this Agreement may
not be modified except by written instrument duly executed by each party hereto.

                           11.3.  This  Agreement   shall  be  governed  by  and
enforced and construed in accordance with the laws of the State of Maryland.

                           11.4.  This   Agreement   sets   forth  the   entire,
integrated understanding and agreement of the parties hereto with respect to the
subject matter hereof.

                           11.5.  The  headings in this  Agreement  are included
for  the  convenience  of  reference  and  shall  be  given  no  effect  in  the
construction of this Agreement.

                           11.6.  In the  event of a breach  of this  Agreement,
the non-breaching  party hereto may maintain an action for specific  performance
against  the party  hereto  who is alleged  to have  breached  any of the terms,
conditions,   representations,   warranties  or  agreements,  herein  contained.
Anything  contained herein to the contrary  notwithstanding,  this Section shall
not be construed to limit in any manner  whatsoever any other rights or remedies
an aggrieved party may have by virtue of any breach of this  Agreement.  Each of
parties hereto shall have the right to waive compliance with or the fulfillment,
satisfaction or enforcement of any warranty, representation,  covenant, promise,
agreement  or  condition  herein set forth,  but the waiver by any party of such
right  shall  not  be  deemed  a  waiver  of  compliance  with  or  fulfillment,
satisfaction  or enforcement of any other  warranty,  representation,  covenant,
promise,  agreement  or  condition  herein set forth or to seek  redress for any
breach thereof on any subsequent  occasion,  nor shall any such waiver be deemed
effective unless in writing and signed by the party so waiving.



                                      - 7 -
<PAGE>

                  IN WITNESS WHEREOF,  the parties have executed,  acknowledged,
sealed and  delivered  this  Agreement  the day and year first  hereinabove  set
forth.

ATTEST:                                                 COMPANY:


/s/ J. Duncan Smith                                  By:  /s/ David Smith
--------------------                                      --------------------

WITNESS:                                                EMPLOYEE:

/s/ C. Wayne Davis                                        /s/ J. Duncan Smith
--------------------                                      --------------------


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