Specified Employee. Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes of [Section 409A], to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of # the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or # the date of Executive’s death. Upon the first business day following the expiration of the applicable [Section 409A] period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein.

Employee Acknowledgement. Executive acknowledges that Executive has read and understands this Agreement, is fully aware of its legal effect, has not acted in reliance upon any representations or promises made by the Company other than those contained in writing herein, and has entered into this Agreement freely based on Executive’s own judgment.

The compensation and benefits provided in this Offer Letter are contingent on you signing the Medtronic Employee Agreement, which specifies certain employment terms and conditions. That agreement is provided to you with this Offer Letter.

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.

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 Relations. Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or employs any member of a union. The Company believes that its and its Subsidiaries’ relations with their respective employees are good. No executive officer (as defined in Rule 501(f) promulgated under the 1933 Act) or other key employee of the Company or any of its Subsidiaries has notified the Company or any such Subsidiary that such officer intends to leave the Company or any such Subsidiary or otherwise terminate such officer’s employment with the Company or any such Subsidiary. To the knowledge of the Company, no executive officer or other key employee of the Company or any of its Subsidiaries is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement, non-competition agreement, or any other contract or agreement or any restrictive covenant, and the continued employment of each such executive officer or other key employee (as the case may be) does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all federal, state, local and foreign laws and regulations respecting labor, employment and employment practices and benefits, terms and conditions of employment and wages and hours, except where failure to be in compliance would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee Payments. During the term, Employee shall receive the salary set forth on Exhibit A. (the “Salary”). The Salary will be paid according to the Company’s regular payroll practice throughout the calendar year.

By Employee. Employee agrees to indemnify and hold harmless the Company (including each of its directors, officers, employees, partners and agents) with respect to any liability (and actions in respect thereof) incurred by Company arising under or related to Employee’s breach or alleged breach of any representation, covenant, or warranty in this Agreement or any reckless, negligent or intentional misconduct of the Employee and shall reimburse the Company for any legal or other expenses reasonably incurred in connection with investigating or defending any such liability or action. The foregoing provisions shall survive termination of this Agreement and any investigation with respect thereto by any party hereto.

Employee Benefits. Employee shall be eligible to participate in any employee benefit plans and programs in effect from time to time and generally made available to similarly situated employees of Company (including but not limited to the Company’s standard Paid Time Off policy), in a manner consistent with the terms and conditions of such plan or program, and on a basis that is commensurate with Employee’s position and duties with Company. Company reserves the right to alter, amend, or discontinue any employee benefits at any time without notice if such alterations, amendments or discontinuances would also apply to all other similarly situated employees of Company. In the event of a conflict between any benefit plan or program and this Agreement, the terms of this Agreement shall govern.

Ineligible Employee. If at any time during a Purchase Period a Participant dies or ceases to be an Eligible Employee for any reason other than employment termination, at the election of the Participant, or the Participant’s legal representative in the event of the Participant’s death, the Participant’s Account will be # distributed to the Participant, or to the Participant’s estate in the event of the Participant’s death, or # held until the end of the Purchase Period and applied to purchase Shares in accordance with Article VI. [Section 9.2(ii)] shall apply in the event the Participant or legal representative fails to make a timely election pursuant to rules established by the Committee.