Exhibit 10.2


The following
exhibit is a form of the agreement between Sinclair Broadcast Group, Inc. and
the recipients of Restricted Stock on April 3, 2006.  We plan to use this agreement with all
subsequent restricted stock awards.


SINCLAIR
BROADCAST GROUP, INC.


RESTRICTED
STOCK AWARD AGREEMENT


THIS
RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) is made and entered into as
of this ____ day of _____________, 200_ (the “Award Date”), between Sinclair
Broadcast Group, Inc., a Maryland corporation (the “Company”), and
_______________ (“Recipient”).


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 major
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;


WHEREAS,
the Recipient is employed by the Company in an important capacity and has made
a major contribution to the Company; and


WHEREAS,
the Company desires to award to the Recipient the number of shares of Common
Stock of the Company specified below, subject to the restrictions set forth in
this Agreement.


AGREEMENTS


1.    Award of Shares Subject to Restrictions.  The Company awards to the Recipient, and the
Recipient acknowledges the award by the Company, of _____ shares of Common
Stock (the “Restricted Stock”).  The date
of the award of the Restricted Stock shall for all purposes be the date set
forth above, and the value of the Restricted Stock shall be the number of
shares set forth above multiplied by the closing price of the Common Stock as
reported on the NASDAQ National Market for the date set forth above.


2.    Restrictions.  Recipient shall not voluntarily or
involuntarily transfer, sell, pledge, assign, give, hypothecate, encumber or
otherwise dispose of (“transfer”) any shares of Restricted Stock until the
restrictions on such shares lapse in accordance with Section 3 of
this Agreement.  If any transfer or
attempted transfer of any shares of Restricted Stock is made or occurs before
the restrictions on the particular shares lapse in accordance with Section
3, then those shares of Restricted Stock shall be immediately forfeited and
surrendered to the Company.









 



3.    Lapse of Restrictions.  The restrictions on transfer of the shares of
Restricted Stock shall lapse according to the following schedule:




	
  Percentage of Shares

  of Restricted Stock

  	
   

  	
  Date of Lapse
  of Restrictions

  
	
   

  	
   

  	
   

  
	
  25%

  	
   

  	
  First anniversary of the date of this Agreement

  
	
  25%

  	
   

  	
  Second anniversary of the date of this Agreement

  
	
  50%

  	
   

  	
  Third anniversary of the date of this Agreement

  






 


4.    Termination of Employment.  Shares of Restricted Stock with respect to
which the restrictions set forth in Section 2 of this Agreement
have not yet lapsed shall be forfeited on the date of termination of Recipient’s
employment with the Company if Recipient’s employment with the Company is
terminated for any reason other than death or disability before the date on
which the restrictions on transfer of the shares of the Restricted Stock
lapse.  Shares of Restricted Stock with
respect to which the restrictions set forth in Section 2 of this
Agreement have not yet lapsed shall vest immediately on the date of termination
of Recipient’s employment with the Company if Recipient’s employment with the
Company is terminated for reasons of Recipient’s death or disability before the
date on which the restrictions on transfer of the shares of Restricted Stock
lapse.  For purposes of this Agreement,
the term “disability” shall have the meaning set forth in Recipient’s
employment agreement with the Company or, in the event there is no employment
agreement between Recipient and the Company, shall mean Recipient’s inability,
whether mental or physical, to perform the normal duties of Recipient’s
position for ninety (90) days (which need not be consecutive) during any twelve
(12) consecutive month period, and the effective date of such disability shall
be the day next following such ninetieth (90th) day.  If the Company and Recipient are unable to
agree as to whether Recipient is disabled, the question will be decided by a
physician to be paid by the Company and designated by the Company, subject to
the approval of Recipient (which approval may not be unreasonably withheld)
whose determination will be final and binding on the parties.


5.    Change in Control.  Notwithstanding the provisions in Sections
3 and 4 set forth above, shares of Restricted Stock with respect to which the
restrictions have not yet lapsed shall immediately vest in the event of 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.


6.    Relationship to Plan.  The award of Restricted Stock is 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.



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7.    No Rights as Stockholder.  The Recipient shall not have any rights as a
stockholder of the Company with respect to any of the shares of Restricted
Stock until the restrictions on such shares of Restricted Stock have lapsed.


8.    No Right to Employment.  The award of shares of Restricted Stock
pursuant to this Agreement shall not confer on the Recipient any right to
continue in the service of the Company or any of its subsidiaries or affect the
right of the Company or any subsidiary to terminate Recipient’s employment at
any time; and nothing contained in this Agreement shall be deemed a waiver or
modification of any provision contained in any agreement between the Recipient
and the Company or any parent or subsidiary thereof.  This Agreement shall not affect the right of
the Company or any parent or subsidiary thereof to reclassify, recapitalize, or
otherwise change its capital or debt structure or to merge, consolidate, convey
any or all of its assets, dissolve, liquidate, wind up, or otherwise
reorganize.


9.    Withholding for Tax Purposes.  Common Stock transferable to the Recipient
hereunder shall 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 (the “Code”), or its successors, or any other
federal, state or local tax withholding requirement.  Such reductions shall occur, and withholding
shall be applicable, at the times restrictions on the Restricted Shares lapse
in accordance with Section 3 of this Agreement and, in order to
facilitate withholding by the Company at such times, Recipient shall make no
election under Section 83(b) of the Code.


10.  Restrictive Legend.  Any certificates issued for the shares with
respect to which the restrictions set forth in Section 2 have not lapsed
shall be inscribed with the following label:


“The shares of stock
evidenced by this certificate are subject to the terms and restrictions of a
Restricted Stock Award Agreement.  They
are subject to forfeiture under the terms of that Agreement if they are
transferred, sold, pledged, given, hypothecated, or otherwise disposed of
before the restrictions on such shares lapse as provided in such
agreement.  A copy of that Agreement is
available from the Secretary of the Company upon request.”


11.  Removal of Restrictive Legend.  When the restrictions on any shares for which
certificates have been issued lapse, the Company shall cause a replacement
stock certificate for those shares, without the legend referred to in Section
10, to be issued as soon as practicable.


12.  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
business day after it is deposited in the United States mail, certified or
registered, postage prepaid, addressed to the Recipient at the address listed
from time to time in the personnel records of the Company or its affiliates,
and to the Company as follows:



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Sinclair Broadcast Group,
Inc.


10706 Beaver Dam Road


Cockeysville, Maryland
21030


Attention:  ________________


13.  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.


14.  Counterparts.  This Agreement may be executed in multiple
counterparts.  The Company and the
Recipient 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.


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


	
  

  	
   

  	
  SINCLAIR BROADCAST GROUP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  RECIPIENT:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 



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