Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 20, 2023, Sinclair Television Group, Inc. ("STG"), a subsidiary of Sinclair, Inc. (“Sinclair” or the "Company"), entered into an amendment (the "Amendment") to the Amended and Restated Employment Agreement dated January 16, 2020 (the "Agreement") with Robert Weisbord, Chief Operating Officer and President of Broadcast, retroactively effective as of January 1, 2023.
Under the terms of the Amendment, Mr. Weisbord will be entitled to an annual base salary of $1,433,250 retroactively effective January 1, 2023 and $1,504,913 effective January 1, 2024 ("Base Salary"). During each subsequent year of employment beginning January 1, 2025, Mr. Weisbord's Base Salary shall be determined by the Company's Compensation Committee, in its absolute and complete discretion. Under the terms of the Amendment, Mr. Weisbord is also eligible for a quarterly cash bonus in the amount of up to $1,433,250 for the calendar year ending December 31, 2023 and $1,504,913 for the calendar year ending December 31, 2024; an annual exceeds cash bonus of up to $400,000; the number of shares of stock settled stock appreciation rights valued at $500,000 for each calendar year ending December 31, 2022 (issued in 2023), December 31, 2023 (issued in 2024), and December 31, 2024 (issued in 2025), vesting over two years; and restricted stock in the number of shares equivalent to $1,000,000 for each calendar year ending December 31, 2023 and December 31, 2024, vesting over two years.
Under the terms of the Amendment, provided Mr. Weisbord has been continually employed in good standing by the Company from the date hereof to and including January 1, 2027, Mr. Weisbord is eligible to receive one-time special longevity bonuses in the amount of: (i) $3,000,000 (the “Guaranteed Longevity Bonus”) and (ii) $2,000,000.00 (the “Conditional Longevity Bonus” along with the Guaranteed Longevity Bonus, collectively, the “Longevity Bonus”) payable as one lump sum in the form of cash. The Conditional Longevity Bonus shall be conditioned on that the earnings before interest, taxes, depreciation, and amortization (“EBITDA”), less net retransmission revenue, for STG for the calendar years ending December 31, 2025 and December 31, 2026 is greater than the EBITDA, less net retransmission revenue, for STG for the calendar years ending December 31, 2021 and December 31, 2022, as determined by the Company’s standard and consistent accounting practices. In the event that Mr. Weisbord's employment is terminated pursuant to a Change in Control (as defined in the Agreement), then the Company’s successor shall pay Mr. Weisbord the Longevity Bonus within 30 days after the Termination Date (as defined in the Agreement) in the form of cash.
Under the terms of the Amendment, Mr. Weisbord is entitled to a lump sum separation payment equal to one month's Base Salary in effect at the time of termination for each full year of his continuous employment with the Company ("Separation Payment") if his employment is terminated upon his death or disability, by the Company without Cause (as defined in the Agreement), by Mr. Weisbord for Good Reason (as defined in the Agreement and amended by the Amendment), or due to a Change in Control (as defined in the Agreement), provided that, if Mr. Weisbord's employment is terminated by the Company without Cause (as defined in the Agreement), by Mr. Weisbord for Good Reason (as defined in the Agreement and amended in the Amendment), or due to a Change in Control (as defined in the Agreement), the Company's payment of the Separation Payment will be conditioned upon Mr. Weisbord's execution and delivery to the Company of a general release by Mr. Weisbord of all claims against the Company and its subsidiaries.
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, 2023, the terms of the previous agreement remain unchanged.