The provisions of this Section 8 shall be applicable to any Restricted Stock Award, Restricted Stock Unit Award, Performance Award, or Other Stock-Based Award if it is granted to an Eligible Person who is, or is likely to be, as of the end of the tax year in which the Company would claim a tax deduction in connection with such Award, a Covered Employee and is intended to qualify as “performance-based compensation” that is exempt from the deduction limitations imposed under Section 162(m) of the Code.

Covered Employees. In no event shall any individual who is a “covered employee” (as defined in [Section 162(m)]) be eligible to receive an award under the Plan that is intended to meet the qualification requirements of [Section 162(m)].

Covered Employees. Notwithstanding any other provision of the Plan, if the Committee determines at the time an Award is granted to a Participant who is, or is likely to be, as of the end of the tax year in which the Company would claim a tax deduction in connection with such Award, a Covered Employee, then the Committee may provide that this Article 7 is applicable to such Award.

Non-Covered Employees. The performance objectives for Participants who are not Covered Employees may be based on [Section 162(m)] Criteria or on criteria different from or supplemental to the [Section 162(m)] Criteria.

Performance Awards Granted to Designated Covered Employees. If the Administrator determines that a Performance Award to be granted to a person the Administrator regards as likely to be a Covered Employee should qualify as “performance-based compensation” for purposes of Section 162(m) of the Code, the grant and/or settlement of such Performance Award shall comply with the requirements set forth in this Section 7(b).

No Credit Party is a Covered Entity.

Covered Employee. Covered Employee means any Eligible Employee who is or may be a “covered employee” (within the meaning of Section 162(m)(3) of the Code) in the tax year in which the Company is expected to claim a compensation deduction with respect to any amount payable under the Plan, as determined by the Committee.

Covered Executives. The Compensation Committee may select certain key executives and employees of the Company (the “Covered Executives”) to be eligible to receive bonuses under this Plan and will designate such Covered Executives by a written plan or resolution.

Employees. Attached hereto as [Schedule 2.7] is a list of all Persons currently employed by Emmis who either # regularly report to the Stations for work or # whose primary duties and responsibilities relate to operation and management of the Stations (each, a “Station Employee”). Emmis has separately made available to Sinclair the following information for each Station Employee: # name, # job title, # level of annualized compensation or rate of pay, # whether such individual is paid on an hourly or salary basis, # exempt/non-exempt status for purposes of overtime laws and # work location.

Covered Officers. All officers (as defined by Rule 10D-1(d) under the Securities Exchange Act of 1934 (the “Exchange Act”)) are “Covered Officers.” In addition, the Committee may designate other employees as “Covered Officers” (or remove such designations) from time to time. For purposes of this Policy, the term “Covered Officer” means any current or former Covered Officer.

Covered Event. For purposes of this Policy, a “Covered Event” shall mean that a Covered Officer engages in any of the following conduct: # Covered Officer is convicted of or pleads guilty (or nolo contendere) to a felony, or a crime involving moral turpitude and, in either case, the result of which exposes Republic to serious actual or potential injury (financial, reputational or otherwise); # Republic determines that Covered Officer knowingly committed a material violation of any of Republic’s policies, rules or guidelines; # Covered Officer breaches a fiduciary duty or the terms of any confidentiality or other restrictive covenants, in each case, owed to or in favor of Republic; or # Republic determines that Covered Officer willfully engaged in conduct, or willfully failed to perform assigned duties, the result of which exposes Republic to serious actual or potential injury (financial, reputational or otherwise).

No Loan Party is a Covered Entity.

Covered Officer. "Covered Officer" includes all Participants whose compensation, in the Performance Period for which the Bonus is calculated, is or, in the Committee's discretion, may be subject to the compensation expense deduction limitations set forth in Section 162(m) of the Code.

Covered Entity No Borrower is a Covered Entity

Effective upon the Closing, all of Sellers’ employees actively employed or engaged principally in Sellers’ Business (the “Business Employees”), except those employees who voluntarily terminate their employment or are excluded by Purchaser from continuing their employment as set forth in [Schedule 9.1(a)] (the “Excluded Employees”), shall continue their employment as employees of Purchaser as set forth in this Section 9.1 (the “Continuing Employees”). Prior to five (5) Business Days before the Closing, Purchaser shall provide to

Employees. The Company has no employees.

Employees. Seller warrants that at Closing, Buyer shall have no obligations whatsoever, for any compensation or other amounts payable to any employee, director, consultant or independent contractor of Company, including, but not limited to bonus, salary, compensation, accrued vacation, fringe, pension or profit sharing benefits, or severance paid or payable to any employee, director, consultant or independent contractor of Company relating to service with or for the Company at any time prior to the Closing Date.

Other Covered Persons. The Company is not aware of any person (other than any Issuer Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Securities.

ARTICLE # AFFIRMATIVE COVENANTS