Employee Representations. Employee hereby acknowledges and agrees as follows:

Employee represents that his performance of all of the terms of this Agreement does not and will not breach any arrangement to keep in confidence information acquired by Employee in confidence or in trust prior to Employee’s employment by the Company. Employee represents that he has not entered into, and agrees not to enter into, any agreement either oral or written in conflict herewith.

Representations of Employee. Employee represents that Employee is able to accept his employment with the Company and carry out the work that it would involve without: # interfering with or hindering Employee’s ability to undertake the obligations and expectations of employment with the Company; or # breaching any legal restrictions on his activities, such as non-competition, non-solicitation, or other work-related restrictions imposed by a current or former employer or any other Person. Employee also represents that Employee will inform the Company about any such restrictions and provide the Company with as much information about them as possible, including any agreements between Employee and such Person describing such restrictions on his activities. Employee further confirms that Employee will not remove or take any documents or proprietary data or materials of any kind, electronic or otherwise, from any Person and provide them to the Company without written authorization from such Person, nor will Employee use or disclose any such confidential information during the course and scope of his employment with the Company.

Representations of Employee. Employee represents and warrants to the Company that he is not subject to any restriction or non-competition covenant in favor of a former employer or any other person or entity, and that the execution of this Agreement by Employee and her provision of services to the Company and the performance of her obligations hereunder will not violate or be a breach of any agreement with a former employer or any other person or entity. Further, Employee agrees to indemnify the Company for any claim, including but not limited to attorneys’ fees and expenses of investigation, by any such third party that such third party may now have or may hereafter have against the Company based upon any noncompetition agreement, invention or secrecy agreement between Employee and such third party.

EMPLOYEE’S REPRESENTATIONS. The Employee represents and warrants that the Employee is free to enter into this Agreement and to perform each of the terms and covenants contained herein and the Employer represents and warrants that the Employee is not restricted or prohibited, contractually or otherwise, from entering into this Agreement, and that the Employee’s execution and performance of this Agreement is not a violation or breach of any other Agreement between the Employee and any other person or entity.

Representations of Employee. Employee acknowledges that Employee has received, read and understood the Plan and the Option Agreement and agrees to abide by and be bound by their terms and conditions. Employee represents that Employee is purchasing the Shares for Employee’s own account for investment and not with a view to, or for sale in connection with, a distribution of any of such Shares.

In exchange for the payments and benefits promised to Employee in this Agreement, Employee agrees as follows:

Unless otherwise agreed among Emmis and Sinclair and except for the individual set forth on [Schedule 4.9], Sinclair shall offer employment to all persons employed by Emmis immediately prior to Closing that either # regularly report to the Stations for work or # whose primary responsibilities and duties relate to operation and management of the Stations, with substantially the same position and base pay as in effect immediately preceding the Closing. Each employee who accepts such offer shall be referred to herein as a “Transferred Employee”). A Transferred Employee shall become an employee of Sinclair as of the “Transfer Date,” which, for each Transferred Employee, shall be the Closing Date, except with respect to any Transferred Employee who is not actively at work as of the Closing Date, in which case the Transfer Date shall be the date that such Transferred Employee returns to work for Sinclair, provided that such return occurs within ninety (90) days after the Closing Date or such later time as may be required by applicable Law.

Employee Benefits. No Loan Party, none of its Subsidiaries, nor any of their respective ERISA Affiliates (other than a Subsidiary or an ERISA Affiliate that is a CFC and is not a Loan Party) maintains or contributes to, or is required to contribute to, any Benefit Plan.

Employee Benefits. During the Term of Employment, Executive shall be entitled to participate in the Company’s employee benefit plans and programs, which shall include vacation, holiday, sick leave, health, dental and vision insurance, for which # senior executives of the Company generally are eligible and # Executive has satisfied the applicable eligibility requirements. The Company reserves the right to add, terminate or amend any existing plans, Policies, programs and/or arrangements.