Sinclair Inc

During the three months ended June 30, 2024, none of Sinclair's or SBG's directors, managers, or officers, as applicable, adopted orterminated any contract, instruction, or written plan for the purchase or sale of Sinclair's securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any "non-Rule 10b5-1 trading arrangement."

On August 8, 2024, Sinclair and SBG entered into a Second Amended and Restated Employment Agreement with Christopher S. Ripley, our President and Chief Executive Officer (the “New Ripley Agreement”). The New Ripley Agreement supersedes the Amended and Restated Employment Agreement entered into by Mr. Ripley and Old Sinclair on August 23, 2017.

Under the terms of the New Ripley Agreement, Mr. Ripley is entitled to an annual base salary of $1,000,000 from the date of the New Ripley Agreement through December 31, 2025. Mr. Ripley is also entitled to receive (i) an annual discretionary cash bonus of up to $1,500,000 and $1,000,000 for calendar years 2024 and 2025, respectively, (ii) quarterly performance bonuses of up to $250,000 per quarter for calendar years 2024 and 2025, subject to achievement of Adjusted EBITDA targets determined by Sinclair’s Board of Directors and an annual performance bonus of up to $500,000 for calendar years 2024 and 2025, subject to achievement of exceeds Adjusted EBITDA targets determined by Sinclair’s Board of Directors (collectively, the “EBITDA Performance Bonuses”) and (iii) an annual group performance bonus of up to $1,600,000 for calendar year 2025 (the “Group Performance Bonus”), subject to achievement of criteria determined by the Compensation Committee of Sinclair’s Board of Directors (the “Compensation Committee”). Mr. Ripley is also eligible to receive certain long-term performance bonuses of $5,000,000 if the average of the closing sales prices of shares of Sinclair’s Class A common stock over a twenty-two (22) trading day period exceeds (i) $33 per share, (ii) $40 per share, and (iii) every $5 per share interval thereafter, in each case adjusted for certain events as described in the New Ripley Agreement, with the value of the adjustment reasonably determined by the Compensation Committee. Mr. Ripley also has the opportunity to participate in certain Sinclair investments. Any changes to Mr. Ripley’s base salary, cash bonus, or equity incentive opportunities for future calendar years shall be determined by the Compensation Committee.

Mr. Ripley is entitled to the following severance benefits, in addition to any earned but unpaid compensation and benefits as of the termination date: (i) in the case of his death or termination due to disability, prorated bonus amounts and a payout of unused vacation; and (ii) in the case of his termination without Cause or his resignation for Good Reason (each as defined in the New Ripley Agreement), or a termination for any reason (other than for Cause) either within twelve (12) months prior to or twelve (12) months following a Change in Control (as defined in the New Ripley Agreement), (x) a lump-sum cash payment in an amount equal to $3,500,000, (y) any Group Performance Bonus and EBITDA Performance Bonuses (prorated for the year of termination) for which the criteria is met in the same year as the termination date and (z) a payout of unused vacation. In addition, the vesting of Mr. Ripley’s equity awards will accelerate on certain termination events to the extent set forth in the award agreements governing his equity awards. As a condition to receipt of these benefits, on a termination of Mr. Ripley’s employment without Cause or for Good Reason or a termination of employment for any reason (other than for Cause) in connection with a Change in Control, Mr. Ripley is required to comply with his restrictive covenants described below and execute and not revoke a release of claims in our favor. The New Ripley Agreement also contains non-competition, non-solicitation, and confidentiality restrictions on Mr. Ripley.

The foregoing description of the New Ripley Agreement is not intended to be complete and is qualified in its entirety by reference to the New Ripley Agreement, a copy of which shall be filed as an exhibit with our Quarterly Report on Form 10-Q for the quarter ended September 30, 2024.