Sample Business Contracts


Termination Agreement - Sinclair Broadcast Group Inc. and Barry Baker


                             TERMINATION AGREEMENT

     Termination  Agreement  dated  as of February 8, 1999 ("Agreement") between
Sinclair  Broadcast  Group,  Inc., a Maryland corporation ("Sinclair") and Barry
Baker ("Baker").

     Whereas, Sinclair and Baker have entered into an Employment Agreement dated
as of April 10,  1996 (the  "Original  Employment  Agreement"),  as amended by a
First  Amendment  to  Employment  Agreement  dated as of May , 1998 (the  "First
Amendment"  and the  Original  Employment  Agreement,  as  amended  by the First
Amendment, being referred hereto as the "Amended Employment Agreement");

     Whereas,  Sinclair and Baker have entered into a Consulting Agreement dated
as of April 10, 1996 (the "Consulting Agreement");

     Whereas,   pursuant  to  Section  10.3.1  (g)  of  the  Amended  Employment
Agreement,  Baker has the right to  terminate  the  Agreement  Term (as  defined
therein) in the event that the  Effective  Date (as defined  therein)  shall not
have occurred by December 31, 1998, unless such failure is solely due to actions
or failure to take actions on the part of Baker (other than the failure of Baker
to  eliminate  his  attributable  interest  in RCB and  RCLP  (each  as  defined
therein);

     Whereas, the Effective Date has not occurred by December 31, 1998, and such
failure  has not been as a result of actions or the  failure to take  actions on
the part of Baker;

     Whereas,  Baker  desires to  terminate  the  Amended  Employment  Agreement
pursuant to Section 10.3.1(g) of the Amended Employment Agreement;

     Whereas,  pursuant to Section 1.2 of the Consulting Agreement,  the term of
Baker's  engagement as a consultant to Sinclair  terminates upon the termination
of the Agreement Term (as defined therein);

     Whereas,  Sinclair and Baker desire to confirm and clarify their agreements
regarding  termination  of  Baker's  employment  and  Baker's  engagement  as  a
consultant,  as well as to provide  for  certain  additional  matters  set forth
herein;

     Now, therefore, in consideration of the foregoing, Sinclair and Baker agree
as follows:

     1.   The Agreement Term, and Baker's engagement as a consultant pursuant to
          the  Consulting  Agreement,  (collectively  referred  to  as  "Baker's
          employment  with  Sinclair")  shall end on a date between  March 8 and
          April 8, 1999.  At any time  either  Sinclair  or Baker may specify in
          writing to the other a date between March 8 and April 8, 1999 at which
          the Agreement Term and Baker's  employment with Sinclair shall end. If
          neither  Sinclair  nor Baker  specify  in  writing to the other such a
          date,  the  Agreement  Term  shall  end


<PAGE>

          on April 8, 1999.  If either  Sinclair  or Baker  specify in writing a
          date between March 8 and April 8, 1999, the Agreement Term and Baker's
          employment  with Sinclair shall  terminate on the date  specified.  If
          Sinclair and Baker both specify a date, the Agreement Term and Baker's
          employment  with  Sinclair  shall  terminate on the earlier of the two
          dates  specified.  The date on which the Employment Term terminates is
          referred to herein as the "Employment  Termination  Date". Baker shall
          not receive  Base Salary under  Section 4.1 of the Amended  Employment
          Agreement after March 8, 1999.

     2.   On March 8, 1999,  Sinclair  shall comply with its  obligations  under
          clauses  (a) and  (b) of  Section  10.3.2  of the  Amended  Employment
          Agreement by wire transferring to Baker (to an account to be specified
          by  Baker  to  Sinclair  in  writing  no later  than  March  6,  1999)
          immediately  available funds in an amount equal to $5,802,303.40 which
          includes an amount equal to $575,615.00  which is the Bonus payable to
          Baker  in  respect  of 1998  under  Section  4.2.4  of the  Employment
          Agreement.  An  agreed  calculation  of such  amount  is set  forth in
          Exhibit A. Baker  waives his rights to payments of Bonus with  respect
          to the period from January 1, 1999 through the Employment  Termination
          Date under Section 4.2.4 of the Amended Employment Agreement.

     3.   Except as expressly provided otherwise  hereunder,  Sinclair and Baker
          each hereby  acknowledge  and confirm that they will strictly  perform
          all of their  obligations  according  to their terms under the Amended
          Employment Agreement and the Consulting Agreement.  Without limitation
          of the foregoing,  Sinclair  shall  strictly  perform all of its other
          obligations referred to under Sections 6.3(a), 7, 10.3.2, 10.4, 15 and
          Section  16.7 of the  Amended  Employment  Agreement  in  respect of a
          termination  of  Employment  under  Section  10.3.1(g).   Any  amounts
          credited to Baker's account under any Sinclair  deferred  compensation
          plan shall be paid to Baker as provided in such plan.

     4.   On or prior to the Employment  Termination Date, Sinclair shall pay in
          full all remaining  amounts for the membership and dues assessments of
          Baker as Cave's  Valley Golf Club so that the  membership  of Baker in
          such club is paid in full. Sinclair shall also thereafter cooperate to
          take such  additional  actions,  if any, as may be  necessary to fully
          transfer such membership to Baker.

     5.   Sinclair  and Baker agree that  Article VI.  (Exchange  Rights) of the
          Registration  Rights Agreement dated as of May 31, 1996, as amended as
          of  October  31,  1996  ("Registration  Rights  Agreement"),  provides
          Holders (as defined therein),  including without limitation Baker, (i)
          the right to sell  from  time to time  less than all of such  Holder's
          Class A Common Stock that was converted from Series B Preferred  Stock
          and (ii) to present  the  remainder  of such shares to the Company for
          conversion  into  Series B Preferred  Stock of Sinclair in  accordance
          with the terms of the Registration  Rights Agreement and the Company's
          charter.



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<PAGE>

     6.   Notwithstanding  the provisions of the Registration  Rights Agreement,
          Barry Baker shall have 160 days from the Employment  Termination  Date
          to present  the  remainder  of the shares  referred to in Section 5 of
          this Agreement to the Company for  conversion  into Series B Preferred
          Stock.  Baker  acknowledges that the Series B Preferred Stock referred
          to in this Section 6 may, if  necessary as a result of the  provisions
          of the  Articles  of  Incorporation  and  Maryland  law, be a class of
          preferred  stock  of  Sinclair   identical  in  all  respects  to  the
          attributes of the Series B Preferred Stock. With respect to any shares
          of Class A Common  Stock  referred  to in Section 5 of this  Agreement
          that Baker presents to Sinclair for conversion into Series B Preferred
          Stock,  and which have not been  presented for  conversion  within 120
          days of the Employment  Termination  Date,  Baker agrees that Sinclair
          may, if it desires,  fix the date and give notice of a  redemption  of
          such shares to occur 180 days after the  Employment  Termination  Date
          not less than 170 days after such  Employment  Termination  Date,  and
          Baker  waives the 30 day advance  notice  provision in Section 5(i) of
          the Articles Supplementary relating to the Series B Preferred Stock to
          the  extent  (and  only to the  extent)  inconsistent  with the  other
          provisions of this sentence.

     7.   Baker agrees that,  regardless of whether Sinclair or Baker shall have
          notified the other of a date pursuant to Section 1 of this  Agreement,
          Baker shall support Sinclair's  business  entertainment  activities in
          Park City, Utah scheduled for February 13, 1999 through March 8, 1999,
          including  by making  Baker's  house in Park City  available  for such
          activities.

     8.   Sinclair and Baker agree to the press release set forth as Exhibit B.

     9.   On or prior to February 18, 1999,  Sinclair  shall take or cause to be
          taken all commercially  reasonable  actions  (including actions by its
          board of directors or compensation  committee or both) as is necessary
          to permit  Baker to transfer  all or a portion of his  employee  stock
          options in  Sinclair,  and all  rights  associated  therewith,  to any
          member of his immediate family or one or more entities established for
          the benefit of any member of Baker's immediate family.

     10.  Baker  shall  have the same  rights  with  respect  to any  dispute or
          disagreement  arising  hereunder or related  hereto as is set forth in
          Section 16.7 of the Amended  Employment  Agreement with respect to any
          dispute  or  disagreement   arising  out  of  the  Amended  Employment
          Agreement.

     11.  Except with  respect to the  provisions  of Section 5, nothing in this
          Agreement,  express 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.  The 



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<PAGE>

          Holders  referred  to in  Section 5 hereof  are  express  third  party
          beneficiaries of the provisions of Section 5 of this Agreement.


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<PAGE>

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



                                        SINCLAIR BROADCAST GROUP, INC.

                                        By:  /s/ David Smith
                                            ------------------------------------
                                                 David Smith

                                        BARRY BAKER

     

                                        /s/ Barry Baker
                                        ----------------------------------------



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