Exhibit 10.1
OMNIBUS ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT
This OMNIBUS ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this Agreement) is made by and between Sinclair Broadcast
Group, Inc., a Maryland corporation (Assignor), and Sinclair, Inc., a Maryland corporation (Assignee), effective as of the Share Exchange Effective Time (as defined in the Reorganization Agreement (as defined
below)).
RECITALS
WHEREAS, pursuant to the Agreement of Share Exchange and Plan of Reorganization, dated as of April 3, 2023 (the
Reorganization Agreement), by and among Assignor, Assignee and Sinclair Holdings, LLC, a Maryland limited liability company, each outstanding share of Assignors common stock shall be exchanged automatically on a one-for-one basis with an equivalent share of Assignees common stock of the same class and with the same rights and privileges relative to Assignee that such share had
relative to Assignor prior to the exchange, and Assignee shall become the publicly-traded parent of Assignor (the Reorganization);
WHEREAS, in connection with the Reorganization, Assignor has agreed to assign (including sponsorship of) to Assignee, and Assignee has
agreed to assume (including sponsorship of) from Assignor and modify as necessary, all of the agreements, plans, policies and other commitments listed in Section 1 below;
WHEREAS, the Board of Directors of Assignor (Assignor Board) has determined that it is in the best interest of
Assignor for Assignor to enter into this Agreement; and
WHEREAS, the Board of Directors of Assignee (Assignee
Board) has determined that it is in the best interest of Assignee for Assignee to enter into this Agreement.
NOW,
THEREFORE, in consideration of the covenants and agreements set forth herein, the receipt and sufficiency of which are acknowledged by the parties hereto, the parties, intending to be legally bound, agree as follows:
1. Assignment. Assignor hereby assigns to Assignee all of its rights and obligations under the following (collectively,
the Assumed Obligations):
(a) the equity and benefit plans, policies, agreements and commitments listed on
Exhibit A attached hereto;
(b) any other plans, policies, agreements and commitments of Assignor in effect as of
immediately before the Share Exchange Effective Time with respect to the issuance of capital shares of Assignor, as compensation or otherwise, to employees, directors or other persons; and
(c) in accordance with Section 1.5 of the Reorganization Agreement and for the avoidance of doubt, all of Assignors
obligations with respect to any dividends or other distributions to Assignors shareholders that have been declared by Assignor but not paid prior to the Share Exchange Effective Time.
For the avoidance of doubt, all awards and award agreements under the 2022 Plan, the 1998 ESPP, the 1996 LTIP and the Formula Plan shall be
assigned to Assignee on the same terms and conditions (including any applicable vesting schedule and exercise price per share) as applied to such awards and award agreements immediately prior to the Reorganization, except to the extent such terms
and conditions are rendered inoperative by the Reorganization in accordance with the terms of the applicable award or award agreement.