SINCLAIR BROADCAST GROUP, INC.
FIRST AMENDMENT
TO
INCENTIVE STOCK OPTION PLAN
THIS FIRST AMENDMENT TO INCENTIVE STOCK OPTION PLAN ("Amendment") is
hereby adopted on this 10th day of April, 1996 by the Board of Directors of
Sinclair Broadcast Group, Inc., a Maryland corporation (the "Corporation").
WHEREAS, the stockholders of the Corporation approved an Incentive
Stock Option Plan (the "Plan") on May 11, 1995 providing for the issuance by the
Incentive Stock Option Committee of the Board of Directors of options to
purchase up to 400,000 shares of the Corporation's Class A Common Stock; and
WHEREAS, the Plan provides that the Board of Directors may amend the
Plan; and
WHEREAS, by resolution date April 10th, 1996, the Incentive Stock
Option Committee of the Board of Directors recommended approval of the
Amendment; and
WHEREAS, the Board of Directors, pursuant to the Unanimous Consent of
Directors dated April 10th, 1996 have directed that this Amendment be adopted.
NOW, THEREFORE, pursuant to the foregoing recitals, the Plan is hereby
amended as follows:
1. Section 2 of the Plan is amended by adding the following
sentence to the end of that section:
"If the Company enters into an Asset Purchase Agreement ("Agreement")
with River City Broadcasting, L.P. ("River City") providing for the
purchase by the Company of substantially all of the assets of River
City, then, upon the first closing of the transactions contemplated in
the Agreement, the authority to determine which non-insider eligible
participants (meaning eligible participants who are not subject to the
provisions of either Sections 16(a) or 16(b) of the Securities Exchange
Act of 1934) may be granted options under the Plan will be vested in
Barry Baker."
2. Section 7 of the Plan is deleted in its entirety and replaced
with the following:
"7. OTHER PROVISIONS.
(a) The options granted under this plan will vest and become
exercisable on the third anniversary of the grant date ("Vesting
Date").
(b) If the Optionee voluntarily terminates his employment with
the Company prior to the Vesting Date, all options held by the Optionee
will immediately terminate.
(c) If the Optionee is terminated from employment by the
Company for "cause," as defined in such Optionee's then effective
employment agreement, options held by the Optionee will immediately
terminate.
(d) If the Optionee's employment with the Company is
terminated by the Company without cause, or in the event the Optionee's
employment with the Company is terminated due to disability or death,
the vesting of the option will be accelerated as follows: (a) one-third
(1/3) if such termination occurs after the first anniversary (and
before the second anniversary) of the date of grant, and (b) two-thirds
(2/3) if such termination occurs after the second anniversary (and
before the third anniversary) of the date of grant, and the Optionee
may, within three (3) months thereafter, exercise that portion of the
option to the extent of such accelerated vesting; options not so
exercised will terminate upon the expiration of said three (3) month
period.
(e) If the Optionee dies while employed by the Company or
within three (3) months after termination of his employment by the
Company, then within six (6) months after the date of the Optionee's
death, subject to the provisions of Subsections 7(a) and 7(d) above,
the option may be exercised by his estate or by any person who has
acquired the Optionee's right to exercise the option by bequest or
inheritance to the extent the option was exercisable as of the date of
his death. Upon the expiration of said six (6) month period, all
unexercised options will terminate.
(f) Except as otherwise provided in Subsection 7(e) above, the
option and all rights granted hereunder may not be transferred by the
Optionee, and may not be assigned, pledged, or hypothecated in any way
and will not be subject to execution, attachment, or similar
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process. Upon any attempt by the Optionee to transfer the option, or to
assign, pledge, hypothecate, or otherwise dispose of such option or of
any rights granted hereunder, contrary to the provisions hereof, or
upon the levy or any attachment or similar process upon such option or
such rights, such option and such rights shall immediately become null
and void. The option will be exercisable, during the lifetime of the
Optionee, only by the Optionee."
2. The language used in any future grant of options under the
Plan shall be conformed to reflect the foregoing amendment.
3. No other provisions of the Plan shall be affected hereby, and
the remainder of the Plan shall remain in full force and effect.
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