Exhibit 10.53
Lucy Rutishauser, the Company's Vice President
of Corporate Finance and Treasurer, is a party to an employment
agreement with the Company dated March 2001, a copy of which is
attached to this Exhibit 10.53. Pursuant to the terms of the
agreement, Ms. Rutishauser's base salary is reviewed annually and
for fiscal year 2005, has been set at $238,750. Ms. Rutishauser and
the Company have agreed that she will not receive a bonus for the
year ended December 31, 2005.
EMPLOYMENT
AGREEMENT
THIS EMPLOYMENT
AGREEMENT (this
“Agreement”) is effective as of this 19th day of March,
2001, between Sinclair Broadcast Group, Inc., a Maryland
corporation (“SBG”), and Lucy Rutishauser
(“Employee”).
RECITALS
A.
SBG, through its wholly-owned
subsidiaries, owns or operates television broadcast
stations.
B.
SBG, pursuant to an Employment
Agreement dated December 8, 1998, which Employment Agreement
was amended by that certain Letter Agreement dated March 30,
2000 (collectively, the “Previous Employment
Agreement”), employed Employee as Assistant Treasurer of
SBG.
C.
Employee has been promoted to the
position of Treasurer of SBG, and SBG and Employee desire to set
forth the terms of employment of Employee with SBG as Treasurer of
SBG.
D.
It is the intention of SBG and
Employee that this Agreement supersede and replace the Previous
Employment Agreement.
NOW, THEREFORE, IN CONSIDERATION
OF the mutual covenants
herein contained, the parties hereto agree as follows:
1.
Duties
.
1.1. Duties Upon
Employment . Upon the terms and subject to the
other provisions of this Agreement, commencing on the date hereof
(the “Effective Date”), Employee will be employed by
SBG in Cockeysville, Maryland as Treasurer of SBG. As
Treasurer, Employee will
(a) report to SBG’s
Chief Financial Officer; and
(b) have such responsibilities
and perform such duties as may from time to time be established by
SBG’s Chief Financial Officer or other senior
officers.
1.2. Full-Time
Employment . While an employee of SBG, Employee
agrees to devote Employee’s full working time, attention, and
best efforts exclusively to the business of SBG and its
subsidiaries.
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2.
Term
.
2.1. Term
. The term of Employee’s employment as the Treasurer of
SBG under this Agreement (the “Employment Term”) will
begin on the Effective Date and continue until employment is
terminated in accordance with Section 4. As used in this
Agreement, an “employment year” is a twelve (12) month
period beginning on January 1 and ending on the next following
December 31; provided, however, that the first
“employment year” shall begin on the Effective Date and
shall end on December 31, 2001.
2.2. At Will
Employment . Notwithstanding anything else in
this Agreement, including, without limitation, the provisions of
Sections 2.1. and 3 regarding the employment term and compensation
and benefits of Employee, respectively, the employment of Employee
is not for a specified period of time, and SBG may terminate the
employment of Employee with or without Cause (as defined below) at
any time. There is not, nor will there be, unless in a
writing signed by all of the parties to this Agreement, any express
or implied agreement as to the continued employment of
Employee.
3.
Compensation and
Benefits .
3.1.
Compensation . Employee shall be
entitled during each employment year to the compensation determined
by the Chief Executive Officer of SBG in connection with
SBG’s Compensation Committee. During the first year,
Employee shall be compensated at a per annum rate of One Hundred
Fifty Three Thousand Dollars ($153,000.00).
3.2. Bonus
. In calendar year beginning January 1, 2001 and for each
subsequent calendar year of the Employment Term, Employee may
receive a bonus of up to twenty five percent (25%) of the salary
paid to Employee in such calendar year (except for the first year
of employment, such bonus shall be prorated from the Effective
Date), such bonus to be determined in the sole discretion of the
Chief Financial Officer in consultation with the Compensation
Committee.
3.3.
Vacation . While employed by SBG,
Employee shall be entitled to three (3) weeks of paid vacation
leave per year during the Employment Term, unless the policies of
SBG would allow Employee more than three (3) weeks vacation, in
which case Employee shall be allowed the longer vacation period
under SBG’s policies.
3.4. Health Insurance
and Other Benefits . During the Employment Term,
Employee shall be eligible to participate in health insurance
programs that may from time to time be provided by SBG for its
employees generally, and Employee shall be eligible to participate
in other employee benefits plans and to receive personal days and
sick leave that may from time to time be provided by SBG to its
employees generally.
3.5. Tax
Issues . To the extent taxable to Employee,
Employee will be responsible for accounting for and payments of
taxes on the benefits provided to Employee by SBG, and Employee
will keep such records regarding uses of these benefits as SBG
reasonably
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requires and will furnish SBG all such
information as may be reasonably requested by SBG with respect to
such benefits.
3.6.
Expenses . SBG will pay or reimburse
Employee from time to time for all expenses incurred by Employee
during the Employment Term on behalf of SBG in accordance with
corporate policies established by SBG; provided, that (i) such
expenses must be reasonable business expenses, and (ii) Employee
supplies to SBG itemized accounts or receipts in accordance with
SBG’s procedures and policies with respect to reimbursement
of expenses in effect from time to time.
4.
Employment
Termination .
4.1. Termination of
Employment .
(a) The Employment Term will
end, and the parties will not have any rights or obligations under
this Agreement (except for the rights and obligations under those
Sections of this Agreement which are continuing and will survive
the end of the Employment Term, as specified in Section 8.10 of
this Agreement) on the earliest to occur of the following events
(the “Termination Date”):
(1)
the death of Employee;
(2)
the Disability (as defined in
Section 4.1(b) below) of Employee;
(3)
the termination of Employee’s
employment by Employee;
(4)
the termination of Employee’s
employment by SBG for Cause (as defined in Section 4.1(c) below);
or
(5)
the termination of Employee’s
employment by SBG without Cause.
(b) For the purposes of this
Agreement, “Disability” means Employee’s
inability, whether mental or physical, to perform the normal duties
of Employee’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 SBG and Employee are
unable to agree as to whether Employee is disabled, the question
will be decided by a physician to be paid by SBG and designated by
SBG, subject to the approval of Employee (which approval may not be
unreasonably withheld) whose determination will be final and
binding on the parties.
(c) For the purposes of this
Agreement, “Cause” means any of the following:
(i) the wrongful appropriation for Employee’s own use or
benefit of property or money entrusted to Employee by SBG, (ii) the
commission of any act involving moral turpitude, (iii)
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Employee’s continued willful disregard of
Employee’s duties and responsibilities hereunder after
written notice of such disregard, (iv) Employee’s continued
violation of SBG policy after written notice of such violations
(such policy may include policies as to drug or alcohol abuse), (v)
any action by Employee which is reasonably likely to jeopardize a
Federal Communications Commission license of any broadcast station
owned directly or indirectly by SBG, or (vi) insubordination
of Employee and/or Employee’s repeated failure to follow the
reasonable directives of Employee’s superiors.
4.2. Termination
Payments .
(a) If Employee’s
employment with SBG terminates pursuant to Sections 4.1(a)(1),
4.1(a)(2), 4.1(a)(3), or 4.1(a)(5), Employee (or in the event of
the death of Employee, the person or persons designated by Employee
in a written instrument delivered to SBG prior to Employee’s
death or, if no such written designation has been made,
Employee’s estate) will be entitled to receive, and SBG will
pay to the same, all of the following:
(1)
the salary payable to Employee
through the Termination Date;
(2)
a payment in respect of unutilized
vacation time that has accrued through the Termination Date
(determined in accordance with corporate policies established by
SBG); and
(3)
the benefits, if any, set forth in
the Long-Term Incentive Plan, upon the terms and conditions set
forth therein, but only to the extent that Employee is entitled to
such benefits pursuant to the provisions of the Long-Term Incentive
Plan.
(b) If Employee’s
employment with SBG terminates pursuant to Section 4.1(a)(4),
Employee will be entitled to receive, and SBG will pay to Employee,
the salary payable to Employee through the Termination Date,
including pay for accrued but unutilized vacation (and Employee
shall not be entitled to any benefits under the Long-Term Incentive
Plan).
5.
Confidentiality and
Non-Competition .
5.1. Confidential
Information .
(a) Employee will:
(1)
keep all Confidential Information in
trust for the use and benefit of SBG and any affiliate or
subsidiary of SBG (collectively, the “SBG Entities”)
and broadcast
