Equity and Long-Term Incentive Plans

In connection with the Distribution, the Company adopted the AMC Networks Inc. 2011 Employee Stock Plan (the “2011 Employee Stock Plan”), the AMC Networks Inc. 2011 Stock Plan for Non-Employee Directors (the “2011 Non-Employee Director Plan”) and the AMC Networks Inc. 2011 Cash Incentive Plan (the “2011 Cash Incentive Plan”). All Plans were amended and restated and approved by the Company’s shareholders on June 5, 2012.

Equity Plans

Under the 2011 Employee Stock Plan, the Company is authorized to grant incentive stock options, non-qualified stock options, restricted shares, restricted stock units, stock appreciation rights ("SARs") and other equity-based awards. The Company may grant awards for up to 5,000,000 shares of AMC Networks Class A Common Stock (subject to certain adjustments). Equity-based awards granted under the 2011 Employee Stock Plan must be granted with an exercise price of not less than the fair market value of a share of AMC Networks Class A Common Stock on the date of grant and must expire no later than 10 years from the date of grant. The terms and conditions of awards granted under the 2011 Employee Stock Plan, including vesting and exercisability, are determined by the Compensation Committee of the Board of Directors (“Compensation Committee”) and may include terms or conditions based upon performance criteria. Restricted share awards that were awarded under the 2011 Employee Stock Plan are subject to three-year cliff vesting, and certain restricted share awards are also subject to certain performance conditions. Restricted share awards that were awarded by the Company to its employees will settle in shares of the Company's Class A Common Stock (either from treasury or with newly issued shares), or, at the option of the Compensation Committee, in cash. As of December 31, 2014, there are 1,302,000 share awards available for future grant under the 2011 Employee Stock Plan.

Under the 2011 Non-Employee Director Plan, the Company is authorized to grant non-qualified stock options, restricted stock units, restricted shares, SARs and other equity-based awards. The Company may grant awards for up to 465,000 shares of AMC Networks Class A Common Stock (subject to certain adjustments). Stock options under the 2011 Non-Employee Director Plan must be granted with an exercise price of not less than the fair market value of a share of AMC Networks Class A Common Stock on the date of grant and must expire no later than 10 years from the date of grant. The terms and conditions of awards granted under the 2011 Non-Employee Director Plan, including vesting and exercisability, are determined by the Compensation Committee. Unless otherwise provided in an applicable award agreement, stock options granted under this plan will be fully vested and exercisable, and restricted stock units granted under this plan will be fully vested, upon the date of grant and will settle in shares of the Company's Class A Common Stock (either from treasury or with newly issued shares), or, at the option of the Compensation Committee, in cash, on the first business day after ninety days from the date the director's service on the Board of Directors ceases or, if earlier, upon the director's death. As of December 31, 2014, there are 271,000 share awards available for future grant under the 2011 Non-Employee Director Plan.

Stock Option Award Activity

The following table summarizes activity relating to Company employees who held AMC Networks stock options for the year ended December 31, 2014:



	Shares Under Option		Weighted Average Exercise Price Per Share		Weighted Average Contractual Term (in years)	Aggregate Intrinsic Value(a)
	Time Vesting Options		Weighted Average Exercise Price Per Share		Weighted Average Contractual Term (in years)	Aggregate Intrinsic Value(a)
Balance, December 31, 2013	26,601		$	15.33	2.07	$	1,404
Exercised	(12,556	)	$	13.55
Balance, December 31, 2014	14,045		$	16.93	1.27	$	658
Options exercisable at December 31, 2014	14,045		$	16.93	1.27	$	658


(a)	The aggregate intrinsic value is calculated as the difference between (i) the exercise price of the underlying award and (ii) the quoted price of AMC Networks Class A Common Stock on December 31, 2014 or December 31, 2013, as indicated.

In addition, the following table summarizes activity relating to Cablevision and MSG employees who held AMC Networks stock options for the year ended December 31, 2014:



	Shares Under Option				Weighted Average Exercise Price Per Share		Weighted Average Contractual Term (in years)	Aggregate Intrinsic Value(a)
	Time Vesting Options		Performance Vesting Options		Weighted Average Exercise Price Per Share		Weighted Average Contractual Term (in years)	Aggregate Intrinsic Value(a)
Balance, December 31, 2013	285,908		35,600		$	16.26	2.27	$	16,671
Exercised	(56,411	)	(3,100	)	$	18.23
Balance, December 31, 2014	229,497		32,500		$	15.81	1.14	$	12,566
Options exercisable at December 31, 2014	229,497		32,500		$	15.81	1.14	$	12,566


(a)	The aggregate intrinsic value is calculated as the difference between (i) the exercise price of the underlying award and (ii) the quoted price of AMC Networks Class A Common Stock on December 31, 2014 or December 31, 2013, as indicated, and December 31, 2014 in the case of the stock options expected to vest in the future.

Restricted Share Award Activity

The following table summarizes activity relating to Company employees who held AMC Networks restricted shares for the year ended December 31, 2014:



	Number of Restricted Shares		Number of Performance Restricted Shares		Weighted Average Fair Value Per Share at Date of Grant
Unvested award balance, December 31, 2013	288,607		205,193		$	36.38
Vested	(282,818	)	(205,193	)	$	36.38
Forfeited	(5,789	)	—		$	36.90
Unvested award balance, December 31, 2014	—		—		$	—

The following table summarizes activity relating to Cablevision employees who held AMC Networks restricted shares for the year ended December 31, 2014:



	Number of Restricted Shares		Number of Performance Restricted Shares		Weighted Average Fair Value Per Share at Date of Grant
Unvested award balance, December 31, 2013	152,271		59,150		$	38.13
Vested	(151,557	)	(59,150	)	$	38.13
Forfeited	(714	)	—		$	38.13
Unvested award balance, December 31, 2014	—		—		$	—

During the year ended December 31, 2014, 698,718 shares of AMC Networks Class A Common Stock previously issued to employees of AMC Networks and Cablevision vested. In connection with the employees’ satisfaction of the statutory minimum tax withholding obligations for the applicable income and other employment taxes, 305,321 of these shares, with an aggregate value of $22,192, were surrendered to the Company. These acquired shares, as well as 6,503 forfeited unvested restricted shares have been classified as treasury stock.

Restricted Stock Unit Activity

The following table summarizes activity relating to Company employees who held AMC Networks restricted stock units for the year ended December 31, 2014:



	Number of Restricted Stock Units		Number of Performance Restricted Stock Units	Weighted Average Fair Value Per Stock Unit at Date of Grant
Unvested award balance, December 31, 2013	604,833		180,142	$	51.84
Granted	365,299		475,701	$	72.94
Vested	(1,289	)	—	$	70.04
Forfeited	(69,989	)	—	$	61.12
Unvested award balance, December 31, 2014	898,854		655,843	$	62.79

During 2014, AMC Networks granted 841,000 restricted stock units to certain executive officers and employees under the AMC Networks Inc. Amended and Restated 2011 Employee Stock Plan. 418,738 of such restricted stock units vest on the third anniversary of the grant date, 68,505 of such restricted stock units vest in equal annual installments over a three-year period and 353,757 of such restricted stock units vest in December 2020.

The following table summarizes activity relating to Non-employee Directors who held AMC Networks restricted stock units for the year ended December 31, 2014:



	Number of Restricted Stock Units	Weighted Average Fair Value Per Stock Unit at Date of Grant
Vested award balance, December 31, 2013	91,056	$	40.63
Granted	23,634	$	60.65
Vested award balance, December 31, 2014	114,690	$	45.46

Share-based Compensation Expense

The following table presents the share-based compensation expense reduced for forfeitures recorded during the years ended December 31, 2014, 2013 and 2012. Forfeitures were estimated based on historical experience. To the extent actual results of forfeitures differ from those estimates, such amounts will be recorded as an adjustment in the period the estimates are revised.



	Years ended December 31,
	2014		2013		2012
Restricted shares/units (including performance based shares/units)	$	28,363	$	20,299	$	17,133
Stock options (including performance based options)	—		—		69
Share-based compensation expense	$	28,363	$	20,299	$	17,202

The Company does not record any share-based compensation expense for AMC Networks stock options or restricted shares held by Cablevision and MSG employees, however such stock options or restricted shares do have a dilutive effect on the Company’s net income per share. The Company records share-based compensation expense for Cablevision and MSG stock options and restricted shares/units held by the Company’s employees.

Share-based compensation expense is recognized in the consolidated statements of income as part of selling, general and administrative expenses. As of December 31, 2014, there was $55,735 of total unrecognized share-based compensation costs related to Company employees who held unvested AMC Networks restricted stock units. The unrecognized compensation cost is expected to be recognized over a weighted-average remaining period of approximately 3.5 years. There were no costs related to share-based compensation that were capitalized.

The Company receives income tax deductions related to restricted share/units, stock options or other equity awards granted to its employees by the Company, Cablevision or MSG, but does not receive income tax deductions for Company equity awards held by Cablevision or MSG employees. The Company uses the 'with-and-without' approach to determine the recognition and measurement of excess tax benefits.

Cash flows resulting from excess tax benefits are classified as cash flows from financing activities. Excess tax benefits are realized tax benefits from tax deductions for options exercised and restricted shares issued in excess of the deferred tax asset attributable to stock compensation costs for such awards. Excess tax benefits of $6,798 and $4,975 were recorded for the years ended December 31, 2014 and 2013.

Long-Term Incentive Plans

Under the terms of the 2011 Cash Incentive Plan, the Company is authorized to grant a cash award to certain employees. The terms and conditions of such awards are determined by the Compensation Committee of the Company’s Board of Directors, may include the achievement of certain performance criteria and may extend for a period not to exceed ten years.

In connection with the long-term incentive awards outstanding, the Company recorded expense of $19,795, $17,516 and $11,001 for the years ended December 31, 2014, 2013 and 2012 respectively. Liabilities for long-term incentive awards of $34,430 and $29,047 are included in accrued liabilities and other liabilities in the consolidated balance sheets at December 31, 2014 and 2013, respectively. These liabilities include certain performance-based awards for which the performance criteria had not yet been met as of December 31, 2014 as such awards are based on achievement of certain performance criteria through December 31, 2015 or 2016. The Company has accrued the pro-rata amount earned that it currently believes will ultimately be paid based upon the performance criteria established for these performance-based awards. If the Company subsequently determines that the performance criteria for such awards is not probable of being achieved, the Company would reverse the accrual in respect of such awards at that time.