Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 21, 2021, Sinclair Broadcast Group, Inc. ("Sinclair" or the "Company")
entered into an amendment (the "Amendment") to the Amended and Restated
Employment Agreement dated January 1, 2020 with Barry Faber, President of
Distribution and Network Relations, effective as of January 1, 2021.
Under the terms of the Amendment, Mr. Faber will retire as President of
Distribution and Network Relations effective June 25, 2021 (the "Retirement
Date"). Mr. Faber will be entitled to compensation of $496,658 (the "Base
Salary") paid from January 1, 2021 through the Retirement Date, calculated as a
percentage, 48.22% or 176 days divided by 365 days, of an annualized base salary
of $1,030,000. Provided Mr. Faber does not resign without good reason and is not
terminated by Sinclair for cause prior to the Retirement Date, Sinclair will
grant Mr. Faber Sinclair shares of Class A Common Stock with a value on the
Retirement Date of $639,116, which shares shall be fully vested when granted.
Following the Retirement Date and ending on September 4, 2022 (the "Consulting
Period"), Mr. Faber will provide specified consulting services to Sinclair on a
month by month basis, with the option for Sinclair to extend the Consulting
Period on the same terms and conditions for one additional year (the "Extended
Consulting Period"). During the Consulting Period, Mr. Faber will be paid $1,050
per hour for each hour that consulting services are performed, with a guarantee
of payment for a minimum of 20 hours per month for each month of the Consulting
Period, and, if Mr. Faber elects to continue his health insurance coverage
(including family coverage) with Sinclair (under COBRA), Sinclair shall pay for
such COBRA coverage or, at the election of Mr. Faber, will reimburse Mr. Faber
for any cost and expense actually incurred by Mr. Faber for such COBRA coverage.
COBRA coverage shall not extend beyond 18 months from the Retirement Date (the
"Applicable COBRA Period"). During the portion of the Extended Consulting Period
that extends past the Applicable COBRA Period, Sinclair will reimburse Mr. Faber
for any cost incurred by him to secure and maintain equivalent health insurance
above and beyond the cost he would have incurred as an employee were he (and his
wife) covered under Sinclair's health insurance plan.
Except as set forth in the Amendment, a copy of which shall be filed as an
exhibit with the Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2021, the terms of the previous agreements remain unchanged.
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