Delaware
|
27-5403694 | |
(State or Other Jurisdiction
of Incorporation or Organization) |
(IRS Employer Identification Number) |
|
11 Penn Plaza New York, NY (Address of Principal Executive Offices) |
10001 (Zip Code) |
Title of Each Class |
Name of Each Exchange |
|
to be so Registered
|
on Which Each Class is to be Registered
|
|
Class A Common Stock, par value $.01 per share
|
The NASDAQ Stock Market LLC |
Item 1. | Business |
Item 1A. | Risk Factors |
Item 2. | Financial Information |
Item 3. | Properties |
Item 4. | Security Ownership of Certain Beneficial Owners and Management |
Item 5. | Directors and Executive Officers |
Item 6. | Executive Compensation |
Item 7. | Certain Relationships and Related Transactions |
Item 8. | Legal Proceedings |
Item 9. | Market Price of and Dividends on the Registrants Common Equity and Related Stockholder Matters |
Item 10. | Recent Sales of Unregistered Securities |
Item 11. | Description of Registrants Securities to be Registered |
Item 12. | Indemnification of Directors and Officers |
Item 13. | Financial Statements and Supplementary Data |
Item 14. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
Item 15. | Financial Statements and Exhibits |
Exhibit No.
|
Description
|
|||
2 | .1 | Form of Distribution Agreement between Cablevision Systems Corporation and AMC Networks Inc. | ||
2 | .2 | Form of Contribution Agreement among Cablevision Systems Corporation, CSC Holdings, LLC and AMC Networks Inc. | ||
3 | .1i | Certificate of Incorporation of AMC Networks Inc. | ||
3 | .2 | Form of Amended and Restated Certificate of Incorporation (as in effect immediately prior to Distribution). | ||
3 | .3i | By-Laws of AMC Networks Inc. | ||
3 | .4 | Form of Amended and Restated By-Laws (as in effect immediately prior to Distribution). | ||
3 | .5 | Form of Registration Rights Agreement between AMC Networks Inc. and The Charles F. Dolan Children Trusts. | ||
3 | .6 | Form of Registration Rights Agreement between AMC Networks Inc. and The Dolan Family Affiliates. | ||
8 | .1 | Form of Tax Opinion of Sullivan & Cromwell LLP. | ||
10 | .1 | Form of Transition Services Agreement between Cablevision Systems Corporation and AMC Networks Inc. | ||
10 | .2 | Form of Tax Disaffiliation Agreement between Cablevision Systems Corporation and AMC Networks Inc. | ||
10 | .3 | Form of Employee Matters Agreement between Cablevision Systems Corporation and AMC Networks Inc. | ||
10 | .4 | Form of Equity Administration Agreement between The Madison Square Garden Company and AMC Networks Inc. | ||
10 | .5 | Form of Standstill Agreement by and among AMC Networks Inc. and The Dolan Family Group. | ||
10 | .6 | Form of AMC Networks Inc. 2011 Employee Stock Plan. | ||
10 | .7 | Form of AMC Networks Inc. 2011 Stock Plan for Non-Employee Directors. | ||
10 | .8 | Form of AMC Networks Inc. 2011 Cash Incentive Plan. | ||
10 | .9 | Form of Time Sharing Agreement between Rainbow Media Holdings LLC and CSC Transport, Inc. |
Exhibit No.
|
Description
|
|||
10 | .10 | Form of Time Sharing Agreement between Rainbow Media Holdings LLC and Dolan Family Office, LLC. | ||
10 | .11 | Form of Aircraft Dry Lease Agreement between Rainbow Media Holdings LLC and New York Aircam Corp. | ||
10 | .12 | Form of Aircraft Management Agreement between Rainbow Media Holdings LLC and CSC Transport, Inc. | ||
10 | .13 | Form of Employment Agreement by and between AMC Networks Inc. and Charles F. Dolan. | ||
10 | .14 | Form of Employment Agreement by and between AMC Networks Inc. and Joshua W. Sapan. | ||
10 | .15 | Employment Agreement by and between Rainbow Media Enterprises, Inc. and Edward A. Carroll. | ||
10 | .16 | Employment Offer Letter from Cablevision Systems Corporation to Sean S. Sullivan. | ||
10 | .17 | Form of AMC Networks Inc. Option Agreement in respect of Cablevision Options granted on and prior to November 8, 2005. | ||
10 | .18 | Form of AMC Networks Inc. Rights Agreement. | ||
10 | .19 | Form of AMC Networks Inc. Option Agreement in respect of Vested Cablevision Options granted on June 5, 2006 and October 19, 2006. | ||
10 | .20 | Form of AMC Networks Inc. Option Agreement in respect of Cablevision Options granted on January 20, 2009. | ||
10 | .21 | Form of AMC Networks Inc. Option Agreement in respect of Cablevision Options granted on March 5, 2009. | ||
10 | .22 | Form of AMC Networks Inc. Non-Employee Director Award Agreement. | ||
10 | .23 | Form of AMC Networks Inc. Restricted Shares Agreement. | ||
10 | .24 | Form of AMC Networks Inc. Performance Award Agreement. | ||
10 | .25 | Form of Letter Agreement from CSC Holdings, LLC to AMC Networks Inc. Regarding VOOM Litigation. | ||
10 | .26 | Form of Termination Agreement among CSC Holdings, LLC, American Movie Classics Company LLC and WE: Womens Entertainment LLC. | ||
21 | .1 | Subsidiaries of the Registrant. | ||
99 | .1ii | Preliminary Information Statement dated May 27, 2011. |
i | Previously filed on March 17, 2011. | |
ii | Previously filed on May 27, 2011. |
By: |
/s/ Joshua
W. Sapan
|
Title: | President and Chief Executive Officer |
Page | ||||
ARTICLE I |
||||
DEFINITIONS |
||||
Section 1.1 General |
2 | |||
Section 1.2 Reference; Interpretation |
10 | |||
ARTICLE II |
||||
DISTRIBUTION AND |
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CERTAIN COVENANTS |
||||
Section 2.1 AMC Distribution |
10 | |||
Section 2.2 Financing Transactions |
11 | |||
Section 2.3 Cablevision Determinations |
11 | |||
Section 2.4 Charter; Bylaws |
12 | |||
Section 2.5 Directors |
12 | |||
Section 2.6 Election of Officers |
12 | |||
Section 2.7 Certain Licenses and Permits |
12 | |||
Section 2.8 State Securities Laws |
12 | |||
Section 2.9 Listing Application; Notice to NASDAQ |
12 | |||
Section 2.10 Removal of Certain Guarantees; Releases from Liabilities |
12 | |||
Section 2.11 Corporate Names; Trademarks |
14 | |||
Section 2.12 Ancillary Agreements |
14 | |||
Section 2.13 Acknowledgment by AMC |
15 | |||
Section 2.14 Release |
15 | |||
Section 2.15 Discharge of Liabilities |
16 | |||
Section 2.16 Further Assurances |
17 | |||
ARTICLE III |
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INDEMNIFICATION |
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Section 3.1 Indemnification by Cablevision |
17 | |||
Section 3.2 Indemnification by AMC |
17 | |||
Section 3.3 Procedures for Indemnification |
17 | |||
Section 3.4 Indemnification Payments |
20 | |||
ARTICLE IV |
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ACCESS TO INFORMATION |
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Section 4.1 Provision of Corporate Records |
20 | |||
Section 4.2 Access to Information |
21 | |||
Section 4.3 Witnesses; Documents and Cooperation in Actions |
21 | |||
Section 4.4 Confidentiality |
21 |
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Section 4.5 Privileged Matters |
22 | |||
Section 4.6 Ownership of Information |
24 | |||
Section 4.7 Cost of Providing Records and Information |
24 | |||
Section 4.8 Retention of Records |
24 | |||
Section 4.9 Other Agreements Providing for Exchange of Information |
24 | |||
Section 4.10 Policies and Best Practices |
25 | |||
Section 4.11 Compliance with Laws and Agreements |
25 | |||
ARTICLE V |
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MISCELLANEOUS |
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Section 5.1 Complete Agreement; Construction |
25 | |||
Section 5.2 Ancillary Agreements |
25 | |||
Section 5.3 Counterparts |
25 | |||
Section 5.4 Survival of Agreements |
25 | |||
Section 5.5 Distribution Expenses |
25 | |||
Section 5.6 Notices |
26 | |||
Section 5.7 Waivers |
26 | |||
Section 5.8 Amendments |
26 | |||
Section 5.9 Assignment |
26 | |||
Section 5.10 Successors and Assigns |
26 | |||
Section 5.11 Termination |
27 | |||
Section 5.12 Subsidiaries |
27 | |||
Section 5.13 Third-Party Beneficiaries |
27 | |||
Section 5.14 Title and Headings |
27 | |||
Section 5.15 Schedules |
27 | |||
Section 5.16 Governing Law |
27 | |||
Section 5.17 Waiver of Jury Trial |
27 | |||
Section 5.18 Specific Performance |
27 | |||
Section 5.19 Severability |
28 | |||
Schedule A List of AMC Subsidiaries |
A-1 | |||
Schedule B Retained Claims Liabilities |
B-1 | |||
Schedule C-1 Guarantees |
C-1 | |||
Schedule C-2 Guarantees |
C-2 |
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2010 Transferred Entities shall mean Rainbow Advertising Sales Corporation, MSG Varsity Network LLC, News 12 Networks LLC, Regional Programming Partners and Rainbow MVDDS Company LLC and its subsidiaries. |
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| The management of the business and affairs of AMC (and its predecessors, Subsidiaries and Affiliates) and the AMC Business on or prior to the Distribution Date; |
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| The terms of this Agreement, the Ancillary Agreements, the Distribution, the Standalone Financing, the Certificate of Incorporation or the By-Laws of AMC; | ||
| The terms of the AMC Financing and the Contribution and any agreements or other documents entered into in connection therewith or relating thereto; and | ||
| Any other decision that may have been made, or any action taken, relating to AMC (and its predecessors, subsidiaries and Affiliates) or the Distribution and the Standalone Financing. |
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CABLEVISION SYSTEMS CORPORATION |
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By: | ||||
Name: | ||||
Title: | ||||
CSC HOLDINGS, LLC |
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By: | ||||
Name: | ||||
Title: | ||||
AMC NETWORKS INC. |
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By: | ||||
Name: | ||||
Title: | ||||
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1. | Any and all Liabilities relating to claims raised by Thomas Dolan against Rainbow Media Holdings LLC in Thomas C. Dolan v. Cablevision Systems Corporation and Rainbow Media Holdings LLC pending in the Supreme Court of the State of New York, County of New York: Commercial Division (Civ. No. 651011/2011), with respect to which Cablevision has notified AMC it has assumed the defense pursuant to Section 3.3(a). |
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CABLEVISION SYSTEMS CORPORATION |
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Name: | ||||
Title: | ||||
CSC HOLDINGS, LLC |
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Name: | ||||
Title: | ||||
AMC NETWORKS INC. |
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Name: | ||||
Title: | ||||
1. | CSC Holdings, LLC (CSC) contributes the membership interests in Rainbow Media Holdings LLC to AMC Networks Inc. (AMC) in exchange for common stock of AMC and a promise to issue debt obligations of AMC (AMC Debt) to CSC on the Distribution Date. | |
2. | AMC amends and restates its certificate of incorporation so that its entire capital stock shall be converted into Class A Common Stock and Class B Common Stock. | |
3. | CSC Holdings, LLC distributes AMC Class A Common Stock and Class B Common Stock to Cablevision Systems Corporation. | |
4. | CSC Holdings, LLC exchanges the AMC Debt in separate transactions with an affiliate of each of J.P Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, pursuant to separate Payment in Satisfaction Agreements, each dated as of June 21st, 2011 (assuming a Distribution Date of June 30, 2011). | |
5. | Cablevision Systems Corporation distributes AMC Class A Common Stock and Class B Common Stock to its stockholders. |
1 | This legend shall be removed from certificates representing Class A Common Stock prior to the distribution of those shares by Cablevision Systems Corporation. | |
2 | Prior to the distribution of Class B Common Stock, $.01 par value, by Cablevision, this legend shall be placed on the certificates registered in the names of the Charles F. Dolan Children Trusts. | |
3 | Prior to the distribution of Class B Common Stock, $.01 par value, by Cablevision, this legend will be placed on all certificates representing Class B Common Stock. |
To AMCC: | American Movie Classics | |||
Company LLC | ||||
11 Penn Plaza | ||||
New York, NY 10001 | ||||
Attention: General Counsel | ||||
To WE: | WE: Womens Entertainment, LLC | |||
11 Penn Plaza | ||||
New York, NY 10001 | ||||
Attention: General Counsel | ||||
To CSC: | CSC Holdings, LLC | |||
1111 Stewart Avenue | ||||
Bethpage, NY 11714 | ||||
Attention: General Counsel |
CSC HOLDINGS, LLC |
||||
By: | ||||
Title: | ||||
AMERICAN MOVIE CLASSICS COMPANY LLC |
||||
By: | ||||
Title: | ||||
WE: WOMENS ENTERTAINMENT LLC |
||||
By: | ||||
Title: | ||||
A. | Common Stock. |
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B. | Preferred Stock. |
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A. | Certain Acknowledgements; Definitions. |
B. | Duties of Directors and Officers Regarding Potential Business Opportunities; Renunciation of Interest in Potential Business Opportunities. |
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C. | Certain Agreements and Transactions Permitted. |
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D. | Amendment of Article TENTH. |
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AMC NETWORKS INC. |
||||
By | ||||
Name: | ||||
Title: | ||||
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Page | ||||
Article I Stockholders |
1 | |||
1. Certificates; Uncertificated Shares |
1 | |||
2. Fractional Share Interests |
2 | |||
3. Stock Transfers |
2 | |||
4. Record Date for Stockholders |
2 | |||
5. Meaning of Certain Terms |
3 | |||
6. Stockholder Meetings |
3 | |||
Article II Directors |
6 | |||
1. Functions and Definitions |
6 | |||
2. Qualifications and Number |
7 | |||
3. Election and Term |
7 | |||
4. Meeting |
7 | |||
5. Removal of Directors |
8 | |||
6. Action in Writing |
8 | |||
7. Executive Committee |
8 | |||
8. Other Committees |
9 | |||
Article III Officers |
10 | |||
1. Executive Officers |
10 | |||
2. Term of Office; Removal |
10 | |||
3. Authority and Duties |
10 | |||
4. The Chairman |
10 | |||
Article IV Voting of Stock in Other Companies |
10 | |||
Article V Corporate Seal and Corporate Books |
11 | |||
Article VI Fiscal Year |
11 | |||
Article VII Control over By-Laws |
11 | |||
Article VIII Indemnification |
11 |
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AMC NETWORKS INC. | ||||||
By: | ||||||
Title: | ||||||
KATHLEEN M. DOLAN | ||||||
As a Trustee of the Charles F. Dolan Children Trusts FBO Kathleen M. Dolan, Deborah A. Dolan-Sweeney, Marianne Dolan Weber, Patrick F. Dolan, Thomas C. Dolan and James L. Dolan | ||||||
PAUL J. DOLAN | ||||||
As a Trustee of the Charles F. Dolan Children Trust FBO Kathleen M. Dolan and the Charles F. Dolan Children Trust FBO James L. Dolan | ||||||
MATTHEW DOLAN | ||||||
As a Trustee of the Charles F. Dolan Children Trust FBO Marianne Dolan Weber and the Charles F. Dolan Children Trust FBO Thomas C. Dolan | ||||||
MARY S. DOLAN | ||||||
As a Trustee of the Charles F. Dolan Children Trust FBO Deborah A. Dolan-Sweeney and the Charles F. Dolan Children Trust FBO Patrick F. Dolan |
A-1
A-2
A-3
Name: [___________] |
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AMC NETWORKS INC. | ||||||
By: | ||||||
Name: | ||||||
Title: | ||||||
CHARLES F. DOLAN | ||||||
Individually and as Trustee of the Charles F. Dolan 2009 Revocable Trust and the Charles F. Dolan 2011 Grantor Retained Annuity Trust #1C | ||||||
HELEN A. DOLAN | ||||||
Individually and as Trustee of the Helen A. Dolan 2009 Revocable Trust and the Helen A. Dolan 2011 Grantor Retained Annuity Trust #1C | ||||||
LAWRENCE J. DOLAN | ||||||
As Trustee of the Charles F. Dolan 2009 Family Trusts and the Charles F. Dolan 2010 Grandchildren Trusts | ||||||
DAVID M. DOLAN | ||||||
As Trustee of the Charles F. Dolan 2009 Family Trusts and the Charles F. Dolan 2010 Grandchildren Trusts |
KATHLEEN M. DOLAN | ||||||
As Trustee of the Tara Dolan 1989 Trust and the Ryan Dolan 1989 Trust | ||||||
DOLAN FAMILY FOUNDATION | ||||||
By: | ||||||
Name: | ||||||
Title: | ||||||
DOLAN CHILDRENS FOUNDATION | ||||||
By: | ||||||
Name: | ||||||
Title: | ||||||
JAMES L. DOLAN | ||||||
James L. Dolan, individually |
A-1
B-1
B-2
B-3
(1) | For the avoidance of doubt, Ruling Request shall include any amendments or supplements to the original ruling request, including any appendices and exhibits attached thereto or included therewith and including so much of the pre-submission materials submitted by Cablevision to the IRS, as relate to the Proposed Transaction, and including, for the avoidance of doubt, the communication with the IRS set forth in Annex 2. | |
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Page | ||
ARTICLE I DEFINITIONS |
||
Section 1.1. General |
1 | |
Section 1.2. Reference; Interpretation |
3 | |
ARTICLE II SERVICES |
||
Section 2.1. Services |
3 | |
Section 2.2. Standard of Service |
4 | |
Section 2.3. Additional Services |
4 | |
Section 2.4. Representative |
4 | |
ARTICLE III LICENSES AND PERMITS |
||
Section 3.1. Licenses and Permits |
4 | |
ARTICLE IV PAYMENT |
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Section 4.1. General |
5 | |
Section 4.2. Additional Expenses |
5 | |
Section 4.3. Invoices |
6 | |
Section 4.4. Failure to Pay |
7 | |
Section 4.5. Termination of Services |
7 | |
ARTICLE V INSURANCE MATTERS |
||
Section 5.1. Disclaimer |
7 | |
Section 5.2. Insurance Transition |
8 | |
Section 5.3. Claims Made Policies |
8 | |
Section 5.4. Audits and Adjustments |
8 | |
Section 5.5. No Assignment or Waiver |
8 | |
Section 5.6. No Limitation on AMC Insurance |
8 | |
Section 5.7. Scope |
8 |
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ARTICLE VI INDEMNIFICATION |
||
Section 6.1. Indemnification by Party Receiving Services |
9 | |
Section 6.2. Indemnification by Party Providing Services |
9 | |
Section 6.3. Third-Party Claims |
9 | |
Section 6.4. Indemnification Payments |
12 | |
Section 6.5. Survival |
12 | |
ARTICLE VII COOPERATION; CONFIDENTIALITY; TITLE |
||
Section 7.1. Good Faith Cooperation; Consents |
12 | |
Section 7.2. Confidentiality |
12 | |
Section 7.3. Internal Use; Title, Copies, Return |
13 | |
ARTICLE VIII TERM |
||
Section 8.1. Duration |
13 | |
Section 8.2. Early Termination by Cablevision |
14 | |
Section 8.3. Early Termination by AMC |
14 | |
Section 8.4. Suspension Due to Force Majeure |
14 | |
Section 8.5. Consequences of Termination |
15 | |
ARTICLE IX RECORDS |
||
Section 9.1. Maintenance of Records |
15 | |
ARTICLE X DISPUTE RESOLUTION |
||
Section 10.1. Negotiation |
15 | |
Section 10.2. Continuity of Service and Performance |
15 | |
Section 10.3. Other Remedies |
16 | |
ARTICLE XI NOTICES |
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Section 11.1. Notices |
16 | |
Section 11.2. Notices from MSG |
16 | |
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ARTICLE XII MISCELLANEOUS |
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Section 12.1. Taxes |
17 | |
Section 12.2. Relationship of Parties |
17 | |
Section 12.3. Complete Agreement; Construction |
17 | |
Section 12.4. Counterparts |
17 | |
Section 12.5. Waivers |
17 | |
Section 12.6. Amendments |
17 | |
Section 12.7. Assignment |
17 | |
Section 12.8. Successors and Assigns |
18 | |
Section 12.9. Third Party Beneficiaries |
18 | |
Section 12.10. Governing Law |
18 | |
Section 12.11. Waiver of Jury Trial |
18 | |
Section 12.12. Specific Performance |
18 | |
Section 12.13. Severability |
18 | |
Section 12.14. Provisions Unaffected |
18 | |
Section 12.15. No Presumption |
18 | |
Section 12.16. Enforcement of Rights |
19 |
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Cablevision Systems Corporation 1111 Stewart Avenue Bethpage, New York 11714 Attention: Donna Coleman |
||
With a copy to: General Counsel | ||
To AMC: | ||
AMC Networks Inc. 11 Pennsylvania Plaza New York, NY 10001 Attention: John Huffman |
||
With a copy to: General Counsel |
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CABLEVISION SYSTEMS CORPORATION |
||||
By: | ||||
Name: | ||||
Title: | ||||
AMC NETWORKS INC. |
||||
By: | ||||
Name: | ||||
Title: | ||||
Page | ||||
SECTION 1. Definition of Terms |
1 | |||
SECTION 2. Allocation of Taxes and Tax-Related Losses |
9 | |||
2.1 Allocation of Taxes |
9 | |||
2.2 Allocation of Deconsolidation Taxes, Distribution Taxes and Transfer Taxes |
9 | |||
2.3 Tax Payments |
10 | |||
SECTION 3. Preparation and Filing of Tax Returns |
10 | |||
3.1 Combined Returns |
10 | |||
3.2 Separate Returns |
10 | |||
3.3 Agent |
10 | |||
3.4 Provision of Information |
10 | |||
3.5 Special Rules Relating to the Preparation of Tax Returns |
11 | |||
3.6 Refunds, Credits or Offsets |
11 | |||
3.7 Carrybacks |
12 | |||
3.8 Amended Returns |
12 | |||
3.9 Compensatory Equity Interests |
12 | |||
SECTION 4. Tax Payments |
12 | |||
4.1 Payment of Taxes to Tax Authority |
12 | |||
4.2 Indemnification Payments |
12 | |||
4.3 Interest on Late Payments |
12 | |||
4.4 Tax Consequences of Payments |
13 | |||
4.5 Section 336(e) Election |
13 | |||
4.6 Certain Final Determinations |
13 | |||
SECTION 5. Cooperation and Tax Contests |
13 | |||
5.1 Cooperation |
13 | |||
5.2 Notices of Tax Contests |
13 | |||
5.3 Control of Tax Contests |
14 | |||
5.4 Cooperation Regarding Tax Contests |
14 | |||
SECTION 6. Tax Records |
14 | |||
6.1 Retention of Tax Records |
14 | |||
6.2 Access to Tax Records |
15 | |||
6.3 Confidentiality |
15 | |||
SECTION 7. Representations and Covenants |
15 | |||
7.1 Covenants of Cablevision and AMC |
15 | |||
7.2 Private Letter Ruling |
15 | |||
7.3 Covenants of AMC |
16 | |||
7.4 Covenants of Cablevision |
16 | |||
7.5 Exceptions |
17 | |||
7.6 Injunctive Relief |
17 |
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7.7 Further Assurances |
17 | |||
SECTION 8. General Provisions |
17 | |||
8.1 Predecessors or Successors |
18 | |||
8.2 Construction |
18 | |||
8.3 Ancillary Agreements |
18 | |||
8.4 Counterparts |
18 | |||
8.5 Notices |
18 | |||
8.6 Amendments |
18 | |||
8.7 Assignment |
18 | |||
8.8 Successors and Assigns |
19 | |||
8.9 Change in Law |
19 | |||
8.10 Authorization, Etc. |
19 | |||
8.11 Termination |
19 | |||
8.12 Subsidiaries |
19 | |||
8.13 Third-Party Beneficiaries |
19 | |||
8.14 Titles and Headings |
19 | |||
8.15 Governing Law |
19 | |||
8.16 Waiver of Jury Trial |
19 | |||
8.17 Severability |
19 | |||
8.18 No Strict Construction; Interpretation |
19 |
ii
AMC Class A Common Shares has the meaning set forth in the recitals to this Agreement. |
Ancillary Agreements means the agreements encompassed by such term in the Distribution Agreement. |
Cablevision has the meaning set forth in the preamble hereof. |
2
3
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IRS means the Internal Revenue Service. |
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CABLEVISION SYSTEMS CORPORATION | ||||||
By: | ||||||
Name: | ||||||
Title: | ||||||
AMC NETWORKS INC. | ||||||
By: | ||||||
Name: | ||||||
Title: |
ARTICLE I DEFINITIONS |
||||
Section 1.1 Definitions |
1 | |||
Section 1.2 General Interpretive Principles |
9 | |||
ARTICLE II GENERAL PRINCIPLES |
||||
Section 2.1 Assumption and Retention of Liabilities; Related Assets |
9 | |||
Section 2.2 AMC Participation in CVC Plans |
10 | |||
Section 2.3 Service Recognition |
11 | |||
ARTICLE III U.S. QUALIFIED DEFINED BENEFIT PLAN |
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Section 3.1 Cash Balance Pension Plan |
12 | |||
Section 3.2 Treatment of Assets and Liabilities |
13 | |||
Section 3.3 Separation from Service |
15 | |||
ARTICLE IV U.S. QUALIFIED DEFINED CONTRIBUTION PLANS |
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Section 4.1 The AMC 401(k) Savings Plan |
15 | |||
Section 4.2 Stock Investment Options |
16 | |||
ARTICLE V NONQUALIFIED PLANS |
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Section 5.1 Excess Cash Balance Pension Plan |
16 | |||
Section 5.2 No Separation from Service |
16 | |||
Section 5.3 Excess Savings Plan |
17 | |||
Section 5.4 Excess Savings Plan Payment |
17 | |||
Section 5.5 No Separation from Service |
17 | |||
Section 5.6 Transferred Employees |
17 | |||
ARTICLE VI U.S. HEALTH AND WELFARE PLANS |
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Section 6.1 Health and Welfare Plans Maintained by CVC Prior to the Distribution Date. |
18 | |||
Section 6.2 Flexible Spending Accounts Plan |
19 | |||
Section 6.3 Legal Plan |
20 | |||
Section 6.4 COBRA and HIPAA |
20 |
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Section 6.5 Liabilities |
20 | |||
Section 6.6 Time-Off Benefits |
22 | |||
Section 6.7 Severance Pay Plans |
22 | |||
ARTICLE VII EQUITY COMPENSATION |
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Section 7.1 Equity Compensation |
22 | |||
Section 7.2 Forfeiture of CVC Restricted Stock |
22 | |||
Section 7.3 Taxes and Withholding |
23 | |||
Section 7.4 Cooperation |
26 | |||
Section 7.5 SEC Registration |
26 | |||
Section 7.6 Savings Clause |
26 | |||
ARTICLE VIII ADDITIONAL COMPENSATION AND BENEFITS MATTERS |
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Section 8.1 Cash Incentive Awards |
26 | |||
Section 8.2 Individual Arrangements |
29 | |||
Section 8.3 Non-Competition |
29 | |||
Section 8.4 Director Programs |
30 | |||
Section 8.5 Cable, Online and Voice Employee Benefits |
30 | |||
Section 8.6 Sections 162(m)/409A |
30 | |||
ARTICLE IX INDEMNIFICATION |
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Section 9.1 Indemnification | 30 | |||
ARTICLE X GENERAL AND ADMINISTRATIVE |
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Section 10.1 Sharing of Information |
30 | |||
Section 10.2 Reasonable Efforts/Cooperation |
31 | |||
Section 10.3 Non-Termination of Employment; No Third-Party Beneficiaries |
31 | |||
Section 10.4 Consent of Third Parties |
32 | |||
Section 10.5 Access to Employees |
32 | |||
Section 10.6 Beneficiary Designation/Release of Information/Right to Reimbursement |
32 | |||
Section 10.7 Not a Change in Control |
32 | |||
ARTICLE XI MISCELLANEOUS |
||||
Section 11.1 Effect If Distribution Does Not Occur |
32 | |||
Section 11.2 Complete Agreement; Construction |
33 | |||
Section 11.3 Counterparts |
33 | |||
Section 11.4 Survival of Agreements |
33 |
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Section 11.5 Notices |
33 | |||
Section 11.6 Waivers |
33 | |||
Section 11.7 Amendments |
33 | |||
Section 11.8 Assignment |
33 | |||
Section 11.9 Third-Party Beneficiaries |
34 | |||
Section 11.10 Successors and Assigns |
34 | |||
Section 11.11 Subsidiaries |
34 | |||
Section 11.12 Title and Headings |
34 | |||
Section 11.13 Governing Law |
34 | |||
Section 11.14 Waiver of Jury Trial |
34 | |||
Section 11.15 Specific Performance |
34 | |||
Section 11.16 Severability |
35 |
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Exhibits | ||
Exhibit A
|
CVC Health & Welfare Plans |
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(iii) | If AMC objects, in whole or in part, to any or all of the CVC Actuarys final determinations under Section 3.2 (a), (b) and (c) above, CVC and AMC shall engage in good-faith negotiations to resolve the objection or objections. If any objections cannot be resolved, the parties shall cooperate to hire an independent actuary who will make a final determination on the objections presented. The fees and expenses of the independent actuary shall be borne equally between the parties. |
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(a) | Insured Benefits. With respect to employee welfare and fringe benefits that are provided through the purchase of insurance, CVC shall cause the CVC Health & Welfare Plans to fully perform, pay and discharge all claims of AMC Participants that are incurred prior to the Effective Date (whether reported or unreported by the Effective Date) for the CVC Health & Welfare Plans, and AMC shall cause the AMC Health & Welfare Plans to fully perform, pay and discharge all claims of AMC Participants that are incurred on or after the Effective Date. With respect to claims of AMC Participants that are incurred prior to the Effective Date (whether reported or unreported by the Effective Date) and paid by the CVC Health & Welfare Plans, AMC, as a Participating Company, shall pay CVC for any administrative or other expenses. Any such payments shall be calculated in a manner consistent with past practice. |
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(b) | AMC Dividend Shares. If a holder of CVC Restricted Stock outstanding as of the Distribution Date forfeits such CVC Restricted Stock and therefore forfeits the accompanying AMC Dividend Shares, the parties shall ensure that the appropriate transfer agent returns the forfeited AMC Dividend Shares to AMC. For the avoidance of doubt, forfeited AMC Dividend Shares held by a CVC Employee or Former CVC Employee shall be delivered to AMC without any reimbursement by AMC to CVC for such forfeited AMC Dividend Shares. |
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CABLEVISION SYSTEMS CORPORATION |
||||
By: | ||||
Name: | ||||
Title: | ||||
AMC NETWORKS INC. |
||||
By: | ||||
Name: | ||||
Title: | ||||
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THE MADISON SQUARE GARDEN COMPANY |
||||
By: | ||||
Name: | ||||
Title: | ||||
AMC NETWORKS INC. |
||||
By: | ||||
Name: | Joshua Sapan | |||
Title: | President and CEO | |||
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5
6
7
AMC NETWORKS INC. | ||||||
By: | ||||||
Title: | ||||||
CHARLES F. DOLAN, individually, and as Trustee of the Charles F. Dolan 2009 Revocable Trust and existing and future Grantor Retained Annuity Trusts for his benefit | ||||||
HELEN A. DOLAN, individually, and as Trustee of the Helen A. Dolan 2009 Revocable Trust and existing and future Grantor Retained Annuity Trusts for her benefit | ||||||
JAMES L. DOLAN, individually | ||||||
THOMAS C. DOLAN, individually |
PATRICK F. DOLAN, individually | ||||
MARIANNE DOLAN WEBER, individually | ||||
DEBORAH A. DOLAN-SWEENEY, individually | ||||
KATHLEEN M. DOLAN, individually, and as a Trustee of the Charles F. Dolan Children Trusts FBO Kathleen M. Dolan, Deborah A. Dolan-Sweeney, Marianne Dolan Weber, Patrick F. Dolan, Thomas C. Dolan and James L. Dolan, and as Trustee of the Ryan Dolan 1989 Trust and the Tara Dolan 1989 Trust | ||||
LAWRENCE J. DOLAN, not individually, but as a Trustee of the Charles F. Dolan 2009 |
Family Trusts and the Charles F. Dolan 2010 Grandchildren Trusts | ||||
DAVID M. DOLAN, not individually, but as a Trustee of the Charles F. Dolan 2009 Family Trusts and the Charles F. Dolan 2010 Grandchildren Trusts | ||||
PAUL J. DOLAN, not individually, but as a Trustee of the Charles F. Dolan Children Trust FBO Kathleen M. Dolan and the Charles F. Dolan Children Trust FBO James L. Dolan | ||||
MATTHEW J. DOLAN, not individually, but as a Trustee of the Charles F. Dolan Children Trusts FBO Marianne Dolan Weber and the Charles F. Dolan Children Trust FBO Thomas C. Dolan | ||||
MARY S. DOLAN, not individually, but as a Trustee of the Charles F. Dolan Children Trust FBO Deborah A. Dolan-Sweeney and the Charles F. Dolan Children Trust FBO Patrick F. Dolan | ||||
(a) | fuel, oil, lubricants and other additives; | ||
(b) | travel expenses of crew, including food, lodging and ground transportation; | ||
(c) | hangar and tie-down costs away from the Aircrafts base of operation; | ||
(d) | additional insurance obtained for the specific flight at the request of Lessee; | ||
(e) | landing fees, airport taxes and similar assessments; | ||
(f) | customs, foreign permit and similar fees directly related to the flight; | ||
(g) | in-flight food and beverages; | ||
(h) | passenger ground transportation; | ||
(i) | flight planning and weather contract services; and | ||
(j) | an additional charge equal to 100% of the expenses listed in Section 2(a). |
Notices to Lessee:
|
Notices to Lessor: | |
Rainbow Media Holdings LLC
|
CSC Transport, Inc. | |
11 Penn Plaza
|
8000 Republic Airport, Hangar 5 | |
New York, New York 10001
|
Farmingdale, New York 11735 | |
Attn : Sean Sullivan, COO
|
Attn: Philip Prosedda | |
Telephone: (646) 393-8135
|
Telephone: (516) 803-5910 | |
Fax: (646) 273-7392
|
Fax: (516) 694-6923 | |
E-mail: ssullivan@rainbow-media.com
|
E-mail: pprossed@cablevision.com | |
and
|
and |
|
Rainbow Media Holdings LLC
|
CSC Holdings, Inc. | |
11 Penn Plaza
|
1111 Stewart Avenue | |
New York, New York 10001
|
Bethpage, New York 11714 | |
Attn : Jamie Gallagher, EVP & GC
|
Attn: David Ellen, General Counsel | |
Telephone: (646) 273-3606
|
Telephone: (516) 803-2300 | |
Fax: (646) 273-3789
|
Fax: (516) 803-2575 |
LESSOR: | ||||||||
CSC TRANSPORT, INC. | ||||||||
By: | ||||||||
Name: | ||||||||
Title: | ||||||||
Date: | ||||||||
LESSEE: | ||||||||
RAINBOW MEDIA HOLDINGS LLC | ||||||||
By: | ||||||||
Name: | ||||||||
Title: | ||||||||
Date: |
1
(a) | fuel, oil, lubricants and other additives; | ||
(b) | travel expenses of crew, including food, lodging and ground transportation; | ||
(c) | hangar and tie-down costs away from the Aircrafts base of operation; | ||
(d) | additional insurance obtained for the specific flight at the request of Lessee; | ||
(e) | landing fees, airport taxes and similar assessments; | ||
(f) | customs, foreign permit and similar fees directly related to the flight; | ||
(g) | in-flight food and beverages; | ||
(h) | passenger ground transportation; | ||
(i) | flight planning and weather contract services; and | ||
(i) | an additional charge equal to 100% of the expenses listed in Section 2(a). |
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3
4
5
6
7
22. | TRUTH IN LEASING STATEMENT UNDER FAR SECTION 91.23: |
8
LESSOR: | ||||||
DOLAN FAMILY OFFICE, LLC | ||||||
By: | ||||||
Title: |
||||||
LESSEE: | ||||||
RAINBOW MEDIA HOLDINGS LLC | ||||||
By: | ||||||
Title: |
9
2
(a) | fuel, oil, lubricants and other additives; | ||
(b) | travel expenses of crew, including food, lodging and ground transportation; | ||
(c) | hangar and tie-down costs away from the Aircrafts base of operation; | ||
(d) | additional insurance obtained for the specific flight at the request of Lessee; | ||
(e) | landing fees, airport taxes and similar assessments; | ||
(f) | customs, foreign permit and similar fees directly related to the flight; | ||
(g) | in-flight food and beverages; | ||
(h) | passenger ground transportation; | ||
(i) | flight planning and weather contract services; and |
3
(j) | flight crew. |
4
5
6
(i) | Such loss is covered by the insurance policies described in Section 9 (the Policies); | ||
(ii) | Such loss is covered by the Policies but the amount of such loss exceeds the policy limits specified by Lessor; | ||
(iii) | Such loss consists of expenses incurred in connection with any loss covered in whole or in part by the Policies but such expenses are not fully covered by the Policies; or | ||
(iv) | Such loss is caused by the gross negligence or willful misconduct of the Indemnitee. |
(i) | THE PROCEEDS OF INSURANCE TO WHICH IT IS ENTITLED; | ||
(ii) | ITS RIGHTS TO INDEMNIFICATION FROM THE OTHER PARTY UNDER THIS SECTION 14; AND | ||
(iii) | ITS RIGHT TO DIRECT DAMAGES ARISING IN CONTRACT FROM A BREACH OF THE OTHER PARTYS OBLIGATIONS UNDER THIS AGREEMENT |
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(a) | NEW YORK AIRCAM CORP. HEREBY CERTIFIES THAT THE AIRCRAFT HAS BEEN MAINTAINED AND INSPECTED UNDER FAR PART 91 DURING THE 12-MONTH PERIOD PRECEDING THE DATE OF EXECUTION OF THIS AGREEMENT. THE AIRCRAFT WILL BE MAINTAINED AND INSPECTED UNDER FAR PART 91 FOR ALL OPERATIONS TO BE CONDUCTED DURING LEASE PERIODS UNDER THIS LEASE. | ||
(b) | RAINBOW MEDIA HOLDINGS LLC, 11 PENN PLAZA, NEW YORK, NEW YORK 10001, WHOSE SIGNATURE APPEARS BELOW, HEREBY CERTIFIES THAT IT IS RESPONSIBLE FOR OPERATIONAL CONTROL OF THE AIRCRAFT DURING ALL LEASE PERIODS UNDER THIS LEASE. | ||
(c) | EACH OF LESSOR AND LESSEE CERTIFIES THAT IT UNDERSTANDS ITS RESPONSIBILITIES FOR COMPLIANCE WITH APPLICABLE FEDERAL AVIATION REGULATIONS. | ||
(d) | EACH OF LESSOR AND LESSEE UNDERSTANDS THAT AN EXPLANATION OF THE FACTORS BEARING ON OPERATIONAL CONTROL AND THE PERTINENT FEDERAL AVIATION REGULATIONS CAN BE OBTAINED FROM THE NEAREST FAA FLIGHT STANDARDS DISTRICT OFFICE. |
10
LESSOR: | ||||||
NEW YORK AIRCAM CORP. | ||||||
By: | ||||||
Title: |
||||||
LESSEE: | ||||||
RAINBOW MEDIA HOLDINGS LLC | ||||||
By: | ||||||
Title: |
11
S-1
To Client:
|
To CSC: | |||
Rainbow Media Holdings LLC
|
CSC Transport, Inc. | |||
11 Penn Plaza
|
8000 Republic Airport, Hangar 5 | |||
New York, New York 10001
|
Farmingdale, New York 11735 | |||
Attention: Sean Sullivan, CCO
|
Attention: Philip Prosseda | |||
Telephone: (646) 393-8135
|
Telephone: (516) 803-5910 | |||
Fax: (646) 273-7392
|
Fax: (516) 694-6923 | |||
E-mail: ssullivan1@rainbow-media.com
|
E-mail: pprossed@cablevision.com | |||
and
|
and | |||
Rainbow Media Holdings LLC
|
Cablevision Systems Corporation | |||
11 Penn Plaza
|
1111 Stewart Avenue | |||
New York, New York 10001
|
Bethpage, New York 11714 | |||
Attn: Jamie Gallagher, EVP and GC
|
Attn: David Ellen, General Counsel | |||
Telephone: (646) 273-3606
|
Telephone: (516) 803-2300 | |||
Fax: (646) 273-3789
|
Fax: (516) 803-2575 | |||
E-mail: jgallagher@rainbow-media.com
|
E-mail: dellen@cablevision.com |
Sincerely yours, CSC TRANSPORT, INC. |
||||||||
By: | ||||||||
Name: | ||||||||
Title: | ||||||||
Date: | ||||||||
ACKNOWLEDGED AND AGREED: RAINBOW MEDIA HOLDINGS LLC |
||||||
By: |
||||||
Name: | ||||||
Title: | ||||||
Date: | ||||||
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AMC Networks Inc. | ||||||
By: |
|
|||||
Title: | ||||||
Charles F. Dolan |
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1. | Your title shall be President and Chief Executive Officer. You agree to devote substantially all of your business time and attention to the business and affairs of the Company. Subject to such continuing rights as each party may have hereunder, either you or the Company may terminate your employment hereunder at any time. | |
2. | Your annual base salary will be a minimum of $1,280,000, subject to annual review and potential increase by the Compensation Committee of the Board of Directors of the Company (the Compensation Committee) in its discretion. Your annual base salary shall not be reduced during the term of this Agreement. | |
3. | Your annual target bonus amount will be 200% of your annual base salary, and may range from 0% to 400% of your annual base salary, as the Compensation Committee shall determine in its discretion. | |
4. | You will be eligible to participate in all employee benefit and retirement plans of the Company at the level available to other members of senior management subject to meeting the relevant eligibility requirements and terms of the plans. You will be entitled to four (4) weeks of vacation per year, to be accrued and used in accordance with Company policy. |
5. | You will be eligible to participate in the long-term cash or equity programs and arrangements of the Company at the level determined by the Compensation Committee, in its discretion, consistent with your role and responsibilities as President and Chief Executive Officer of the Company. In calendar year 2012, for example, you will be entitled to receive one or more long-term cash and/or equity awards with an aggregate target value of $5,210,000, all as determined by the Compensation Committee in its discretion. Although there is no guarantee, it is currently expected that long-term cash or equity awards of similar aggregate target values will be made to you annually. The Company agrees that neither the scheduled expiration of this Agreement nor your rights in connection therewith will have any effect on any determination by the Compensation Committee with respect to the amount, terms or form of any long-term incentive awards granted to you in the future. | |
6. | In addition to your eligibility for the above grant of equity and/or cash long-term incentives in 2012, and subject to the approval of the Compensation Committee, you will also receive a one-time special award of restricted stock and/or restricted stock units, in such form or forms as determined by the Compensation Committee, with an aggregate target value of $4,750,000, all as determined by the Compensation Committee in its discretion (the Special Equity Award). Such Special Equity Award will be made to you on or about the six-month anniversary of the Effective Date. The number of shares to be granted shall be determined by dividing the total value to be awarded by the average closing price of the Class A Common Stock of the Company for the twenty (20) trading days prior to the date of grant. The Special Equity Award shall be subject to terms substantially similar to the terms contained in the agreements historically used by Cablevision Systems Corporation (CSC) for restricted stock or restricted stock unit awards for its senior executives, except that the forfeiture restrictions for the equity awards shall expire on the third anniversary of the grant (except as otherwise provided in Paragraphs 7(d), 8, 9 and 10 hereof), and shall be subject to performance objectives to be determined by the Compensation Committee at the time of grant. Although there is no guarantee, it is currently expected that the performance objectives applicable to the Special Equity Award will be substantially similar to those contained in Annex 2 of your March 2011 CSC restricted stock grant agreement, subject to the determination of the Compensation Committee and the satisfaction of applicable legal requirements. | |
7. | If, prior to the fifth anniversary of the Effective Date (the Scheduled Expiration Date), your employment with the Company is terminated (i) by the Company, or (ii) by you for Good Reason (as defined in Annex A), and at the time of any such termination described above, Cause (as defined in Annex A) does not exist, then, subject to your execution and delivery (without revocation within any applicable revocation period) to the Company of the Companys then-standard separation agreement (modified to reflect the terms of this Agreement) which agreement will include, without limitation, general releases by you as well as non-competition, non-solicitation, non-disparagement, confidentiality and other provisions substantially similar to (and not more restrictive than) those set forth in Annex B (a Separation Agreement), the Company will provide you with the following benefits and rights: |
(a) | A cash severance payment in an amount equal to two times the sum of your annual base salary and your annual target bonus in effect at the time your employment terminates and such payment shall be payable to you in a lump sum on the 90th day after the termination of your employment; | ||
(b) | Each of your outstanding long-term cash performance awards granted under the plans of the Company and, prior to the Effective Date, Cablevision, shall immediately vest in full and shall be paid only if, when and to the same extent that other similarly situated executives receive payment for such awards as determined by the Compensation Committee (subject to the satisfaction of any applicable performance objectives); | ||
(c) | Each of your outstanding long-term cash awards (including any deferred compensation awards under the long-term cash award program) that are not subject to performance criteria granted under the plans of the Company and, prior to the Effective Date, Cablevision, shall immediately vest in full and shall be payable to you on the 90th day after the termination of your employment; | ||
(d) | (i) All of the time based restrictions on each of your outstanding restricted stock or restricted stock units granted to you under the plans of the Company, including, without limitation, the Special Equity Award, and on outstanding restricted stock of CSC or Madison Square Garden, Inc. (MSG) held by you as of the Effective Date, shall immediately be eliminated, (ii) deliveries with respect to all such restricted stock that are not subject to performance criteria shall be made immediately after the effective date of the Separation Agreement, (iii) payment and deliveries with respect to all such restricted stock units that are not subject to performance criteria shall be made on the 90th day after the termination of your employment, and (iv) payments or deliveries with respect to your restricted stock and restricted stock units that are subject to performance criteria shall be made: (A) with respect to the Special Equity Award, to the extent that the Compensation Committee determines that such performance criteria have been satisfied, as soon as practicable after such determination; and (B) with respect to other such restricted stock and restricted stock units, only if, when and to the same extent that other similarly situated executives receive payment or deliveries for such awards as determined by the Compensation Committee (subject to satisfaction of any applicable performance objectives); | ||
(e) | Each of your outstanding stock options and stock appreciation awards under the plans of the Company, and outstanding stock options and stock appreciation awards of CSC or MSG held by you as of the Effective Date, shall immediately vest and become exercisable and you shall have the right to exercise each of those options and stock appreciation awards for the remainder of the term of such option or award; and |
(f) | A pro rated annual bonus for the year in which such termination occurred (based |
on the number of full calendar months during which you were employed by the Company during the year) only if, when and to the same extent that other similarly situated executives receive payment of bonuses for such year (without adjustment for your individual performance) as determined by the Compensation Committee in its sole discretion (and subject to the satisfaction of any applicable performance objectives) and, if not previously paid, your annual bonus for the preceding year, if, when and to the same extent that other similarly situated executives receive payment of bonuses for such year (without adjustment for your individual performance) as determined by the Compensation Committee in its sole discretion (and subject to the satisfaction of any applicable performance objectives). | |||
(g) | The above provisions of this Paragraph 7 to the contrary notwithstanding, to the extent that (i) any awards payable under this Paragraph 7 constitute non-qualified deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (the Code) and any regulations and guidelines promulgated thereunder (collectively, Section 409A); and (ii) accelerated payout is not permitted by Section 409A, such awards shall be payable to you at such time as is provided under the terms of such awards or otherwise in compliance with Section 409A. |
8. | If you die after a termination of your employment that is subject to Paragraph 7 or 10, your estate or beneficiaries will be provided with any remaining benefits and rights under Paragraph 7 or Paragraph 10, as applicable. | |
9. | If you cease to be an employee of the Company or any of its affiliates prior to the Scheduled Expiration Date as a result of your death or physical or mental disability, you (or your estate or beneficiary) will be provided with the benefits and rights set forth immediately above in Paragraphs 7(b) through (g), and, in the event of your death, such longer period to exercise your then outstanding stock options and stock appreciation awards of the Company, CSC and MSG as may otherwise be permitted under the applicable stock plan and award letter. | |
10. | If, after the Scheduled Expiration Date, your employment with the Company is terminated (i) by the Company, (ii) by you for Good Reason, or (iii) by you without Good Reason but only if you had provided the Company with at least six months advance written notice of your intent to so terminate your employment under this provision, and such written notice specifies an effective date of termination no sooner than the first day after the Scheduled Expiration Date, or (iv) as a result of your death or disability, and at the time of any such termination described above, Cause does not exist, then, subject to (except in the case of your death) your execution and delivery (without revocation) to the Company of a Separation Agreement, you or your estate or beneficiary, as the case may be, will be provided with the benefits and rights set forth above in Paragraphs 7(b) through (g). |
11. | If, prior to, on or after the Scheduled Expiration Date, you cease to be employed by the Company for any reason other than your being terminated by the Company for Cause, you shall have three years to exercise outstanding stock options and stock appreciation awards of the Company, CSC and MSG, unless you are afforded a longer period for exercise pursuant to another provision of this Agreement or any applicable award letter, but in no event shall such stock options or stock appreciation awards be exercisable after the end of the applicable regularly scheduled term (except in the case of death, as may otherwise be permitted under the applicable stock plan and award letter). | |
12. | Upon the termination of your employment with the Company, except as otherwise specifically provided in this Agreement, your rights to benefits and payments under the Companys pension and welfare plans (other than severance benefits) and any outstanding long-term cash or equity awards shall be determined in accordance with the then current terms and provisions of such plans, agreements and awards under which such benefits and payments (including such long-term cash or equity awards) were granted. | |
13. | You and the Company agree to be bound by the additional covenants, acknowledgements and other provisions applicable to each that are set forth in Annex B, which shall be deemed to be part of this Agreement and, effective as of the Effective Date, shall supersede all covenants applicable to you under any other agreement with CSC, the Company or any affiliate of either of them in existence immediately prior to the parties entry into this Agreement. | |
14. | The Company may withhold from any payment due hereunder any taxes that are required to be withheld under any law, rule or regulation. | |
15. | If any payment otherwise due to you hereunder would result in the imposition of the excise tax imposed by Section 4999 of the Internal Revenue Code, the Company will instead pay you either (i) such amount or (ii) the maximum amount that could be paid to you without the imposition of the excise tax, depending on whichever amount results in your receiving the greater amount of after-tax proceeds. In the event that the payments and benefits payable to you would be reduced as provided in clause (ii) of the previous sentence, then such reduction will be determined in a manner which has the least economic cost to you and, to the extent the economic cost is equivalent, such payments or benefits will be reduced in the inverse order of when the payments or benefits would have been made to you (i.e., later payments will be reduced first) until the reduction specified is achieved. | |
16. | If and to the extent that any payment or benefit under this Agreement, or any plan, award or arrangement of the Company or its affiliates, constitutes non-qualified deferred compensation subject to Section 409A of the Code and is payable to you by reason of your termination of employment, then (a) such payment or benefit shall be made or provided to you only upon a separation from service as defined for purposes of Section 409A under applicable regulations and (b) if you are a specified employee (within the |
meaning of Section 409A as determined by the Company), such payment or benefit shall not be made or provided before the date that is six months after the date of your separation from service (or your earlier death). Any amount not paid or benefit not provided in respect of the six month period specified in the preceding sentence will be paid to you, together with interest on such delayed amount at a rate equal to the average of the one-year LIBOR fixed rate equivalent for the ten business days prior to the date of your separation from service, in a lump sum or, as applicable, will be provided to you as soon as practicable after the expiration of such six month period. Any such payments or benefit subject to Section 409A shall be treated as separate payments for purposes of Section 409A. Furthermore, to the extent any other payments of money or other benefits due to you could cause the application of an additional tax under Section 409A, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A. | ||
17. | To the extent any expense reimbursement is determined to be subject to Section 409A, the amount of any such expenses eligible for reimbursement in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except under any lifetime limit applicable to expenses for medical care), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which you incurred such expenses, and in no event shall any right to reimbursement be subject to liquidation or exchange for another benefit. | |
18. | The Company will not take any action that would expose any payment or benefit to you to an acceleration of income, interest or the additional tax of Section 409A(1) , unless (i) the Company is obligated to take the action under agreement, plan or arrangement to which you are a party, (ii) you request the action, (iii) the Company advises you in writing that the action may result in the imposition of the additional tax and (iv) you subsequently request the action in a writing that acknowledges you will be responsible for any effect of the action under Section 409A. The Company will hold you harmless for any action it may take in violation of this Paragraph 18, including any attorneys fees you may incur in enforcing your rights. | |
19. | It is our intention that the benefits and rights to which you could become entitled in connection with termination of employment comply with Section 409A. If you or the Company believes, at any time, that any of such benefit or right does not comply, it will promptly advise the other and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it complies (with the most limited possible economic effect on you and on the Company). | |
20. | This Agreement is personal to you and without the prior written consent of the Company shall not be assignable by you otherwise than by will or the laws of descent and distribution and any assignment in violation of this Section 21 shall be void. This Agreement shall inure to the benefit of and be enforceable by your legal representatives. This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. |
21. | To the extent permitted by law, you and the Company waive any and all rights to the jury trial with respect to any controversy or claim between you and the Company arising out of or relating to or concerning this Agreement (including the covenants contained in Annex B) or any aspect of your employment with the Company or the termination of that employment (each an Employment Matter). | |
22. | THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN THAT STATE. | |
23. | Both the Company and you hereby irrevocably submit to the jurisdiction of the courts of the State of New York and the federal courts of the United States of America located in the State of New York solely in respect of the interpretation and enforcement of the provisions of this Agreement, and each of us hereby waives, and agrees not to assert, as a defense that either of us, as appropriate, is not subject thereto or that the venue thereof may not be appropriate. We each hereby agree that mailing of process or other papers in connection with any such action or proceeding in any manner as may be permitted by law shall be valid and sufficient service thereof. | |
24. | This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. It is the parties intention that this Agreement not be construed more strictly with regard to you or the Company. From and after the Effective Date, this Agreement shall supersede any prior agreements, arrangements, understandings and communications between the parties dealing with such subject matter hereof, whether oral or written. | |
25. | Certain capitalized terms used herein have the meanings set forth in Annex A hereto. | |
26. | This Agreement shall automatically expire and be of no further effect as of immediately following the Scheduled Expiration Date; provided, however, Paragraphs 2, 8 (in respect of Paragraph 10) and 10 through, and including, 26 shall survive the termination or expiration of this Agreement and shall be binding on you and the Company. |
AMC NETWORKS, INC. |
||||
By: | ||||
Title: | ||||
1. | CONFIDENTIALITY |
a) | already in the public domain; | |
b) | disclosed to you by a third party with the right to disclose it in good faith and not intended to be maintained in confidence; or | |
c) | specifically exempted in writing by the Company from the applicability of this Agreement. |
2. | Non-Compete |
3. | Additional Understandings |
4. | Further Cooperation |
5. | Non-Hire or Solicit |
6. | Acknowledgements. |
7. | Surviving. |
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RAINBOW MEDIA ENTERPRISES, INC. |
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/s/ Joshua W. Sapan | ||||
By: Joshua W. Sapan | ||||
Title: | CEO | |||
ACCEPTED AND AGREED: |
||
/s/ Edward A. Carroll
|
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1) | already in the public domain; | ||
2) | disclosed to you by a third party with the right to disclose it in good faith; or |
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3) | specifically exempted in writing by the applicable Covered Party from the applicability of this Agreement. |
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Sincerely, |
||||
/s/ Joshua Sapan | ||||
Joshua Sapan | ||||
Chief Executive Officer Rainbow Media Holdings, LLC |
||||
Accepted and Agreed |
||
/s/ Sean Sullivan
|
||
Date: 8/17/10 |
1 | This form will be used for grants of Cablevision options with a ten year term granted on the following dates: 6/25/03, 8/4/04, 10/1/04, 10/27/04 and 11/8/05. |
(A) | one hundred and eighty (180) days following the date upon which you are no longer employed by either the AMC Group, the MSG Group or the Cablevision Group (each as defined below), unless you cease to be an employee by reason of (x) death, Disability (as defined below) or Retirement (as defined below) with your Employers consent or (y) termination from your Employer for Cause (as defined below); provided, that for purposes of this Section 4(A), you shall be deemed to cease to be an employee of the AMC Group, the MSG Group or the Cablevision Group if you transfer from the AMC Group, MSG Group or Cablevision Group (each a Member Company) to any Member Company which is not an Affiliate of the Member Company from which you have transferred; | ||
(B) | three (3) years following the date upon which you are no longer employed by either the AMC Group, the MSG Group or the Cablevision Group, if such cessation is the result of death, Disability or Retirement; or | ||
(C) | the date upon which your employment with your Employer is terminated for Cause. |
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AMC NETWORKS INC. |
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By: | ||||
Name: | ||||
Title: | ||||
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1 | This form will be used for grants of Cablevision options and rights granted on the following dates: 5/31/00, 9/25/00, 2/14/02 and 6/25/03. |
(A) | one hundred and eighty (180) days following the date upon which you are no longer employed by either the AMC Group, the MSG Group or the Cablevision Group (each as defined below), unless you cease to be an employee by reason of death, Disability (as defined below) or Retirement (as defined below) with your Employers consent; provided, that for purposes of this Section 3(A), you shall be deemed to cease to be an employee of the AMC Group, the MSG Group or the Cablevision Group if you transfer from the AMC Group, MSG Group or Cablevision Group (each a Member Company) to any Member Company which is not an Affiliate of the Member Company from which you have transferred; | ||
(B) | three (3) years following the date upon which you are no longer employed by either the AMC Group, the MSG Group or the Cablevision Group, if |
such cessation is the result of Disability or Retirement with your Employers consent; or | |||
(C) | the date upon which your employment with your Employer is terminated for Cause. |
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AMC NETWORKS INC. |
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By: | ||||
Name: | Joshua Sapan | |||
Title: | President and CEO | |||
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(A) | one hundred and eighty (180) days following the date upon which you are no longer employed by either the AMC Group, MSG Group or the Cablevision Group (each as defined below), unless you cease to be an employee by reason of (x) you terminating your employment for any reason, (y) death, Disability (as defined below) or Retirement (as defined below) with your Employers consent or (z) termination from your Employer for Cause (as defined below); provided, that for purposes of this Section 4(A), you shall be deemed to cease to be an employee of the AMC Group, MSG Group or the Cablevision Group if you transfer from the AMC Group, MSG Group or Cablevision Group (each a Member Company) to any Member Company which is not an Affiliate of the Member Company from which you have transferred; |
(B) | ninety (90) days following the date upon which you are no longer employed by either the AMC Group, MSG Group or the Cablevision Group due to you terminating your employment for any reason; provided, that for purposes of this Section 4(B), you shall be deemed to cease to be an employee of any of the AMC Group, MSG Group or the Cablevision Group if you transfer from the AMC Group, MSG Group or Cablevision Group to any Member Company which is not an Affiliate of the Member Company from which you have transferred; |
(C) | three (3) years following the date upon which you are no longer employed by the AMC Group, MSG Group or the Cablevision Group, if such cessation is the result of death, Disability or Retirement; or |
(D) | the date upon which your employment with your Employer is terminated for Cause. |
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AMC NETWORKS INC. |
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By: | ||||
Name: | ||||
Title: | ||||
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(A) | with respect to those Options which are then unexercisable, the date upon which you are no longer employed by either the AMC Group, MSG Group or the Cablevision Group, unless as a result of your death in which case all of your Options granted under this Agreement shall become immediately exercisable; provided, that for purposes of this Section 4(A), you shall be deemed to cease to be an employee of the AMC Group, MSG Group or the Cablevision Group if you transfer from the AMC Group, MSG Group or the Cablevision Group to any Member Company which is not an Affiliate of the Member Company from which you have transferred. | ||
(B) | with respect to those Options which are then exercisable: | ||
(i) one hundred and eighty (180) days following the date upon which you are no longer employed by the AMC Group, MSG Group or the Cablevision Group, unless you cease to be an employee by reason of (x) you terminating your employment for any reason, (y) death, Disability (as defined below) or Retirement (as defined below) with your Employers consent or (z) termination from your Employer for Cause (as defined below); | |||
(ii) ninety (90) days following the date upon which you are no longer employed by the AMC Group, MSG Group or the Cablevision Group due to you terminating your employment for any reason; provided, that for purposes of this Section 4(B)(ii), you shall be deemed to cease to be an employee of the AMC Group, MSG Group or the Cablevision Group if you transfer from the AMC Group, MSG Group or the Cablevision Group to any Member Company which is not an Affiliate of the Member Company from which you have transferred; and | |||
(iii) three (3) years following the date upon which you are no longer employed by either the AMC Group, MSG Group or the Cablevision Group, if such cessation is the result of death, Disability or Retirement; | |||
(C) | with respect to all your then outstanding Options, whether exercisable or unexercisable, the date upon which your employment with your Employer is terminated for Cause; or | ||
(D) | with respect to those Options which are then unexercisable, you breach any of your obligations in relation to the retention of shares of Cablevision |
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contained in Section 5 of your Employment Agreement with Cablevision dated March 29, 2011. |
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AMC NETWORKS INC. |
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By: | ||||
Name: | ||||
Title: | ||||
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Percentage of Options | ||
Date | Becoming Exercisable | |
March 5, 2010
|
33 1/3% | |
March 5, 2011
|
33 1/3% | |
March 5, 2012
|
33 1/3% |
(A) | with respect to those Options which are then unexercisable, the date upon which you are no longer employed by either the AMC Group, MSG Group or the Cablevision Group, unless as a result of your death in which case all of your Options granted under this Agreement shall become immediately exercisable; provided, that for purposes of this Section 4(A), you shall be deemed to cease to be an employee of the AMC Group, MSG Group or the Cablevision Group if you transfer from the AMC Group, MSG Group or Cablevision Group to any Member Company which is not an Affiliate of the Member Company from which you have transferred. | ||
(B) | with respect to those Options which are then exercisable, ninety (90) days following the date upon which you are no longer employed by either the AMC Group, MSG Group or the Cablevision Group due to you terminating your employment for any reason (other than a termination by reason of your Disability or Retirement, or a termination by you in accordance with Section 1(b)(ii) or Section 1(b)(iii) of Appendix 1 to this Agreement); provided, that for purposes of this Section 4(B), you shall be deemed to cease to be an employee of the AMC Group, MSG Group or the Cablevision Group if you transfer from the AMC Group, MSG Group or Cablevision Group (each a Member Company) to any Member Company which is not an Affiliate of the Member Company from which you have transferred; and | ||
(C) | with respect to all your then outstanding Options, whether exercisable or unexercisable, the date upon which your employment with your Employer is terminated for Cause. |
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AMC NETWORKS INC. |
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By: | ||||
Name: | ||||
Title: | ||||
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AMC NETWORKS INC. |
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By: | ||||
Name: | Joshua Sapan | |||
Title: | President and CEO | |||
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AMC NETWORKS INC. |
||||
By: | Joshua Sapan | |||
President and CEO | ||||
By: | ||||
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AMC NETWORKS INC. |
||||
By: | ||||
Joshua Sapan President and CEO |
Name: |
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2013 Net Revenue Goal | ||||||||
2010 Net Revenue | Target | Incremental Net Revenue | ||||||
$1,107,325 |
$ | 1,473,675 | $ | 366,350 | ||||
2010 Business Unit | 2013 Business Unit | Incremental Business | ||||||
AOCF | AOCF Goal | Unit AOCF Target | ||||||
$408,937 |
$ | 531,116 | $ | 122,176 |
Cumulative Business Unit Free Cash Flow Target | |
$1,199,916 |
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Sincerely, | ||||
CSC HOLDINGS, LLC | ||||
By: | ||||
Name: | ||||
Title: |
By: |
||||
Name:
|
||||
Title:
|
President and Chief Executive Officer |
By: |
||||
Name:
|
||||
Title: |
To AMCC:
|
American Movie Classics | |
Company LLC | ||
11 Penn Plaza | ||
New York, NY 10001 | ||
Attention: General Counsel | ||
To WE:
|
WE: Womens Entertainment LLC | |
11 Penn Plaza | ||
New York, NY 10001 | ||
Attention: General Counsel | ||
To CSC:
|
CSC Holdings, LLC | |
1111 Stewart Avenue | ||
Bethpage, NY 11714 | ||
Attention: General Counsel |
CSC HOLDINGS, INC. |
||||
By: | ||||
Title: | ||||
AMERICAN MOVIE CLASSICS COMPANY LLC |
||||
By: | ||||
Title: | ||||
WE: WOMENS ENTERTAINMENT LLC |
||||
By: | ||||
Title: | ||||
Jurisdiction of | Percent | |||
Subsidiary | Formation | Owned | ||
Rainbow Media Holdings LLC |
Delaware | 100% | ||
Rainbow National Sports Holdings LLC |
Delaware | 100% | ||
11 Penn TV, LLC |
Delaware | 100% | ||
RMH GE Holdings I, Inc. |
Delaware | 100% | ||
Cassidy Holdings, Inc. |
Delaware | 100% | ||
Sundance Channel L.L.C. |
Delaware | 100% | ||
Rainbow Media Global LLC |
Delaware | 100% | ||
WE tv Asia LLC |
Delaware | 100% | ||
Sundance Channel Europe LLC |
Delaware | 100% | ||
Sundance Channel (UK) Limited |
United Kingdom | 100% | ||
Sundance Channel Asia LLC |
Delaware | 100% | ||
RMH GE Holdings II, Inc. |
Delaware | 100% | ||
RMH GE Holdings III, Inc. |
Delaware | 100% | ||
Rainbow Media Enterprises, Inc. |
Delaware | 100% | ||
Rainbow DBS Holdings, Inc. |
New York | 100% | ||
Rainbow DBS Company LLC |
Delaware | 100% | ||
Rainbow Programming Holdings LLC |
Delaware | 100% | ||
Rainbow National Services LLC |
Delaware | 100% | ||
The Independent Film Channel LLC |
Delaware | 100% | ||
RNS Co-Issuer Corporation |
Delaware | 100% | ||
American Movie Classics IV Holding Corporation |
Delaware | 100% | ||
AMC Television Productions LLC |
Delaware | 100% | ||
TWD Productions LLC |
Delaware | 100% | ||
TWD Productions II LLC |
Delaware | 100% | ||
American Movie Classics Company LLC |
New York | 100% | ||
AMC Film Holdings LLC |
Delaware | 100% | ||
WE Womens Entertainment LLC |
Delaware | 100% | ||
LS VOD Holdings LLC |
Delaware | 100% | ||
LS VOD Company LLC |
Delaware | 100% | ||
IFC Entertainment Holdings LLC |
Delaware | 100% | ||
IFC Entertainment LLC |
Delaware | 100% | ||
Digital Store LLC |
Delaware | 100% | ||
IFC Films LLC |
Delaware | 100% | ||
IFC In Theaters LLC |
Delaware | 100% | ||
Selects VOD LLC |
Delaware | 100% | ||
IFC Productions I L.L.C. |
Delaware | 100% | ||
IFC Theatres, LLC |
Delaware | 100% | ||
IFC Theatres Concessions LLC |
Delaware | 100% |
Jurisdiction of | Percent | |||
Subsidiary | Formation | Owned | ||
Rainbow Film Holdings LLC |
Delaware | 100% | ||
Wedding Central LLC |
Delaware | 100% | ||
VOOM HD Holdings LLC |
Delaware | 80% | ||
Animania Company LLC |
Delaware | 80% | ||
Epics Company LLC |
Delaware | 80% | ||
Equator HD Company LLC |
Delaware | 80% | ||
Gallery HD Company LLC |
Delaware | 80% | ||
Gameplay HD Company LLC |
Delaware | 80% | ||
HD Cinema 10 Company LLC |
Delaware | 80% | ||
Monsters Company LLC |
Delaware | 80% | ||
LAB HD Company LLC |
Delaware | 80% | ||
Newsbytes Company LLC |
Delaware | 80% | ||
Rave Company LLC |
Delaware | 80% | ||
Rush HD Company LLC |
Delaware | 80% | ||
Treasure HD Company LLC |
Delaware | 80% | ||
Ultra HD Company LLC |
Delaware | 80% | ||
World Sport Company LLC |
Delaware | 80% | ||
Sports On Demand LLC |
Delaware | 100% | ||
RNC Holding Corporation |
Delaware | 100% | ||
Rainbow Network Communications |
New York | 100% | ||
RNC II Holding Corporation |
Delaware | 100% |