Exhibit 10.1


 


SINCLAIR BROADCAST GROUP, INC.


 


STOCK APPRECIATION RIGHT AGREEMENT


 


THIS STOCK APPRECIATION RIGHT AGREEMENT (this “Agreement”) is made
and entered into as of this 12th day of March,
2010 (the “Grant Date”) between Sinclair Broadcast Group, Inc., a Maryland
corporation (the “Company”), and David D. Smith (“Smith”).


 


RECITALS


 


WHEREAS, the Company had adopted the 1996 Long-Term
Incentive Plan of Sinclair Broadcast Group, Inc. (the “Plan”) to reward
certain key individuals for making contributions to the Company and its
subsidiaries by enabling them to acquire shares of Class A Common Stock,
par value $.01 per share (“Common Stock”), of the Company; and


 


WHEREAS, the Company desires to grant to Smith
stock-settled stock appreciation rights in the amount of three hundred thousand
(300,000) shares of Common Stock (the “SARs”) pursuant to the Plan and upon the
terms and subject to the conditions hereinafter set forth.


 


AGREEMENTS


 


NOW, THEREFORE, IN CONSIDERATION OF the foregoing premises, the
parties to this Agreement agree as follows:


 


1.                                       Grant
of SARs.  Subject to
the terms and conditions set forth in this Agreement, the Company hereby grants
to Smith the fully vested right to receive Common Stock of the Company equal in
value to the difference between the SARs’ base value of Five Dollars and Seventy
Five Cents ($5.75) per SAR, which is the fair market value of the Common Stock
on the date of grant under the Plan, and the per share closing price of the
Company’s Common Stock on the date of exercise.


 


2.                                       Relationship
to Plan.  The SARs are
issued in accordance with and subject to all of the terms, conditions, and
provisions of the Plan, as amended from time to time and administrative
interpretations thereunder, if any, which have been adopted by the Committee
thereunder and are in effect on the date hereof.  Except as defined herein or otherwise stated,
capitalized terms shall have the same meanings ascribed to them under the Plan.


 


3.                                       Termination
of SARs.  The SARs
hereby granted shall terminate and be of no force and effect with respect to
any shares of Common Stock not previously acquired by Smith on the tenth (10th)
anniversary of the Grant Date.


 


4.                                       Exercise
of SARs.  Subject to
the limitations herein and in the Plan, the SARs may be exercised with respect
to the shares of Common Stock, in whole or in part, at any time on or prior to
the tenth (10th) anniversary of the Grant Date, regardless of Smith’s service
status, by written notice to the Company at its principal executive office.


 

















 


5.                                       Transferability.  The SARs shall not be transferable except by
will or by the laws of descent and distribution.  During Smith’s lifetime, the SARs may be
exercised only by Smith.  No assignment
or transfer of the SARs, whether voluntary or involuntary, by operation of law
or otherwise, except a transfer by will or by the laws of descent or
distribution, shall vest in the assignee or transferee any interest or right
whatsoever in the SARs.


 


6.                                       No
Rights as Stockholder. 
Smith shall not have any rights as a stockholder of the Company with
respect to any of the shares subject to the SARs, except to the extent that
such shares shall have been acquired by and transferred to Smith.


 


7.                                       Dissolution
or Merger.  Upon the
dissolution or liquidation of the Company, a merger or consolidation in which
the Company is not the surviving corporation, or a transaction in which another
individual or entity becomes the owner of fifty percent (50%) or more of the
total combined voting power of all classes of stock of the Company, the unexercised
portion of the SARs shall terminate, but Smith shall have the right to exercise
the unexercised portion of the SARs immediately prior to such event.


 


8.                                       Withholding
for Tax Purposes.  Any amount
of Common Stock that is payable or transferable to Smith hereunder may be
reduced by any amount or amounts which the Company is required to withhold
under the then applicable provisions of the Internal Revenue Code of 1986, as
amended, or its successors, or any other federal, state, or local tax withholding
requirement.  If Smith does not elect to
satisfy withholding requirements in this fashion, the issuance of the shares of
Common Stock transferable to Smith hereunder shall be contingent upon Smith’s
satisfaction of any withholding obligations that may apply and Smith’s
presentation of evidence satisfactory to the Board that such withholding
obligations have been satisfied.


 


9.                                       Notice.  Whenever any notice is required or permitted
hereunder, such notice must be in writing and personally delivered or sent by
mail.  Any notice required or permitted
to be delivered hereunder will be deemed to be delivered on the date that it is
personally delivered or, whether actually received or not, on the third (3rd)
business day after it is deposited in the United States mail, certified or
registered, postage prepaid, addressed to the person who is to receive it at
the address that such person has heretofore specified by written notice
delivered in accordance herewith.  The
Company or Smith may change, at any time and from time to time, by written
notice to the other, the address that it or he had therefore specified for
receiving notices.


 


2

















 


Until
changed in accordance herewith, the Company and Smith specify their respective
addresses as set forth below:


 


	
  Company:

  	
  Sinclair Broadcast
  Group, Inc.

  
	
   

  	
  10706
  Beaver Dam Road

  
	
   

  	
  Cockeysville,
  Maryland 21030

  
	
   

  	
  Attn:

  	
  David
  B. Amy,

  
	
   

  	
   

  	
  Executive
  Vice President

  
	
   

  	
   

  
	
  with
  copy to:

  	
  Sinclair
  Broadcast Group, Inc.

  
	
   

  	
  10706
  Beaver Dam Road

  
	
   

  	
  Cockeysville,
  Maryland 21030

  
	
   

  	
  Attn: Vice
  President/General Counsel

  
	
   

  	
   

  
	
  Smith:

  	
  David
  D. Smith

  
	
   

  	
  c/o
  Sinclair Broadcast Group, Inc.

  
	
   

  	
  10706
  Beaver Dam Road

  
	
   

  	
  Cockeysville,
  Maryland 21030

  



 


10.                                 Amendment.  Notwithstanding any other provision hereof,
this Agreement may not be supplemented or amended from time to time without the
consent of Smith.


 


11.                                 Governing
Law.  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.


 


12.                                 Counterparts.  This Agreement may be executed in multiple
counterparts.  The Company and Smith may
sign any number of copies of this Agreement. 
Each signed copy shall be an original, but all of them together represent
the same agreement.


 


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IN WITNESS WHEREOF, the Company and Smith have
caused this Agreement to be executed as of the date first above written.


 


 


	
  WITNESS:

  	
   

  	
   

  	
  SINCLAIR
  BROADCAST GROUP, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   /s/
  Cam Smart

  	
   

  	
  By:

  	
   /s/
  David B Amy

  	
  (SEAL)

  
	
   

  	
   

  	
  Name:

  	
  David
  B. Amy

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   /s/
  Cam Smart

  	
   

  	
   

  	
   /s/
  David D Smith

  	
  (SEAL)

  
	
   

  	
   

  	
   

  	
  David
  D. Smith

  	
   

  



 


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