EQUITY ADMINISTRATION AGREEMENT
Exhibit 10.4
THIS EQUITY ADMINISTRATION AGREEMENT (this “Agreement”), dated as of June __, 2011, is
by and between The Madison Square Garden Company, a Delaware corporation (“MSG”), and AMC
Networks Inc., a Delaware corporation (“AMC”) and, together with MSG, each, a
“Party” and collectively, the “Parties”).
RECITALS
WHEREAS, the Board of Directors of Cablevision Systems Corporation (“CVC”) has
determined that it is in the best interests of CVC to separate the AMC Business (as defined below)
and the CVC Business (as defined below) into two independent public companies, on the terms and
subject to the conditions set forth in a distribution agreement, dated [______] (the “AMC
Separation”);
WHEREAS, the separation of MSG and the MSG Business (as defined below) from CVC and the CVC
Business was completed on February 9, 2010 (the “MSG Separation”);
WHEREAS, as a result of the AMC Separation, any MSG Employee (as defined below) who holds CVC
equity interests will receive certain AMC equity interests;
WHEREAS, as a result of the MSG Separation, certain AMC Employees (as defined below), who then
held CVC equity interests received certain MSG equity interests;
WHEREAS, MSG and AMC have agreed to enter into this agreement for the purpose of setting forth
certain responsibilities and arrangements of each Party with respect to the equity interests of
each Party held or to be held by employees of the other Party.
NOW, THEREFORE, in consideration of the premises and of the respective agreements and
covenants contained in this Agreement, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally
bound, agree as follows:
ARTICLE I
DEFINITIONS
DEFINITIONS
Section 1.1 Definitions. As used in this Agreement, the following terms shall have the meanings set forth below:
“Agreement” shall have the meaning ascribed thereto in the preamble to this Agreement,
including all the exhibits hereto, and all amendments made hereto from time to time.
“AMC” shall have the meaning ascribed thereto in the preamble to this Agreement.
“AMC Business” means all businesses and operations conducted by the AMC Group from
time to time, whether prior to, at or after the Distribution Date, including the businesses and
operations conducted by the AMC Group as more fully described in the AMC Information Statement and
excluding the MSG Business and CVC Business.
“AMC Common Stock” means the Class A Common Stock, par value $0.01 per share, of AMC
and Class B Common Stock, par value $0.01 per share, of AMC.
“AMC Dividend Shares” means shares of AMC Class A Common Stock issued as a dividend to
the beneficial owners of CVC Restricted Stock in connection with the Distribution and subject to
the same conditions and restrictions as the underlying CVC Restricted Stock.
“AMC Employee” means any individual who is employed by AMC or any member of the AMC
Group in a capacity considered by AMC to be common law employment, including active employees and
employees on vacation and approved leaves of absence (including maternity, paternity, family, sick,
short-term or long-term disability leave, qualified military service under the Uniformed Services
Employment and Reemployment Rights Act of 1994, and leave under the Family Medical Leave Act and
other approved leaves).
“AMC Group” means, as of the Distribution Date, AMC and each of its former and current
Subsidiaries (or any predecessor organization thereof), and any corporation or entity that may
become part of such Group from time to time thereafter. The AMC Group shall not include any
member of the MSG Group.
“AMC Information Statement” means the definitive information statement distributed to
holders of CVC Common Stock in connection with the Distribution and filed with the U.S. Securities
and Exchange Commission.
“AMC Option” means an option to buy AMC Class A Common Stock granted pursuant to an
AMC Share Plan in connection with the Distribution.
“AMC Participant” means any individual who, immediately following the Distribution
Date, is an AMC Employee, a Former AMC Employee or a beneficiary or surviving spouse of either of
the foregoing.
“AMC SAR” means a stock appreciation right with respect to AMC Class A Common Stock
granted pursuant to an AMC Share Plan in connection with the Distribution.
“AMC Separation” shall have the meaning set forth in the Recitals.
“AMC Share Plan” means, collectively, the AMC 2011 Employee Stock Plan and any other
stock plan or stock incentive arrangement, including equity award agreements, governing the terms
and conditions of Equity Compensation of AMC.
“Code” means the U.S. Internal Revenue Code of 1986, as amended.
“CVC Business” means all the businesses and operations conducted by the CVC Group from
time to time, other than the AMC Business and MSG Business.
“CVC Common Stock” means the Class A Common Stock, par value $0.01 per share, of CVC
and Class B Common Stock, par value $0.01 per share, of CVC.
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“CVC Group” means CVC and each of its former and current Subsidiaries (or any
predecessor organization thereof), and any corporation or entity that may become a part of such
Group from time to time thereafter. The CVC Group shall not include any member of the AMC Group or
MSG Group.
“CVC Restricted Stock” means unvested restricted shares of Cablevision Class A Common
Stock granted pursuant to a CVC Share Plan and outstanding as of the Distribution Date.
“CVC Restricted Stock Agreement” means an agreement by and between CVC and an AMC
Employee or MSG Employee with respect to a grant of CVC Restricted Stock to such AMC Employee or
MSG Employee.
“CVC Share Plan” means, collectively, any stock option or stock incentive compensation
plan or arrangement, including equity award agreements, maintained before the Distribution Date for
employees, officers or non-employee directors of CVC or its Subsidiaries, as amended.
“Distribution” means the distribution of AMC Common Stock to holders of shares of CVC
Common Stock which will occur in connection with the AMC Separation.
“Distribution Date” means the date of consummation of the Distribution.
“Equity Compensation” means, collectively, the MSG Dividend Shares, MSG Options, and
MSG SARs and AMC Dividend Shares, AMC Options and AMC SARs.
“Former AMC Employee” means any former employee of any member of the AMC Group.
“Former MSG Employee” means any former employee of any member of the MSG Group.
“Governmental Authority” means any federal, state, local, foreign or international
court, government, department, commission, board, bureau, agency, official, the NYSE, NASDAQ or
other regulatory, administrative or governmental authority.
“Group” means the AMC Group and/or the MSG Group, as the context requires.
“IRS” means the U.S. Internal Revenue Service.
“Law” means all laws, statutes and ordinances and all regulations, rules and other
pronouncements of Governmental Authorities having the effect of law of the U.S., any foreign
country, or any domestic or foreign state, province, commonwealth, city, country, municipality,
territory, protectorate, possession or similar instrumentality, or any Governmental Authority
thereof.
“Liabilities” means all debts, liabilities, obligations, responsibilities, Losses,
damages (whether compensatory, punitive, or treble), fines, penalties and sanctions, absolute or
contingent, matured or unmatured, liquidated or unliquidated, foreseen or unforeseen, joint,
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several or individual, asserted or unasserted, accrued or unaccrued, known or unknown,
whenever arising, including without limitation those arising under or in connection with any Law,
Action, threatened Action, order or consent decree of any Governmental Authority or any award of
any arbitration tribunal, and those arising under any contract, guarantee, commitment or
undertaking, whether sought to be imposed by a Governmental Authority, private party, or a Party,
whether based in contract, tort, implied or express warranty, strict liability, criminal or civil
statute, or otherwise, and including any costs, expenses, interest, attorneys’ fees, disbursements
and expense of counsel, expert and consulting fees, fees of third-party administrators and costs
related thereto or to the investigation or defense thereof.
“Loss” means any claim, demand, complaint, damages (whether compensatory, punitive,
consequential, treble or other), fines, penalties, loss, liability, payment, cost or expense
arising out of, relating to or in connection with any action.
“MSG” shall have the meaning ascribed thereto in the preamble to this Agreement.
“MSG Business” means all businesses and operations conducted by the MSG Group from
time to time, whether prior to, at or after the Distribution Date, other than the AMC Business and
CVC Business.
“MSG Common Stock” means the Class A Common Stock, par value $0.01 per share, of MSG
and Class B Common Stock, par value $0.01 per share, of MSG.
“MSG Dividend Shares” means shares of MSG Class A Common Stock issued as a dividend to
the beneficial owners of CVC Restricted Stock in connection with the MSG Separation and subject to
the same conditions and restrictions as the underlying CVC Restricted Stock.
“MSG Employee” means any individual who is employed by MSG or any member of the MSG
Group in a capacity considered by MSG to be common law employment, including active employees and
employees on vacation and approved leaves of absence (including maternity, paternity, family, sick,
short-term or long-term disability leave, qualified military service under the Uniformed Services
Employment and Reemployment Rights Act of 1994, and leave under the Family Medical Leave Act and
other approved leaves).
“MSG Group” means MSG and each of its former and current Subsidiaries (or any
predecessor organization thereof), and any corporation or entity that may become part of such Group
from time to time thereafter.
“MSG Option” means an option to buy MSG Class A Common Stock granted pursuant to an
MSG Share Plan and outstanding as of the Distribution Date.
“MSG Participant” means any individual who is a MSG Employee, a Former MSG Employee or
a beneficiary or surviving spouse of either of the foregoing.
“MSG SAR” means a stock appreciation right with respect to MSG Class A Common Stock
granted pursuant to a MSG Share Plan and outstanding as of the Distribution Date.
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“MSG Share Plan” means, collectively, the Madison Square Garden, Inc. 2010 Employee
Stock Plan and any other stock plan or stock incentive arrangement, including equity award
agreements, governing the Equity Compensation of MSG.
“NASDAQ” means The Nasdaq Stock Market, Inc.
“NYSE” means the New York Stock Exchange, Inc.
“Party” and “Parties” shall have the meanings ascribed thereto in the preamble
to this Agreement.
“Subsidiary” means with respect to any Party, any corporation or other legal entity of
which such Party or any of its Subsidiaries controls or owns, directly or indirectly, more than 50%
of the stock or other equity interests entitled to vote on the election of members to the board of
directors or similar governing body, or in the case of an entity with no governing body, more than
50% of the equity interests.
“U.S.” means the United States of America.
Section 1.2 General Interpretive Principles. Words in the singular shall include the plural and vice versa, and words of one gender
shall include the other gender, in each case, as the context requires. The words “hereof,”
“herein,” “hereunder,” and “herewith” and words of similar import shall, unless otherwise stated,
be construed to refer to this Agreement and not to any particular provision of this Agreement, and
references to Article, Section, paragraph and Exhibit are references to the Articles, Sections,
paragraphs and Exhibits to this Agreement unless otherwise specified. The word “including” and
words of similar import when used in this Agreement shall mean “including, without limitation,”
unless otherwise specified. Any reference to any federal, state, local or non-U.S. statute or Law
shall be deemed to also refer to all rules and regulations promulgated thereunder, unless the
context otherwise requires.
ARTICLE II
ADMINISTRATION OF EQUITY COMPENSATION
ADMINISTRATION OF EQUITY COMPENSATION
Section 2.1 Forfeiture of MSG Dividend Shares.
(a) MSG Dividend Shares. If a holder of MSG Dividend Shares who is an AMC
Participant forfeits such MSG Dividend Shares pursuant to the terms of the applicable CVC
Restricted Stock Agreement, the parties shall ensure that the appropriate transfer agent promptly
returns the forfeited MSG Dividend Shares to MSG. For the avoidance of doubt, forfeited MSG
Dividend Shares held by an AMC Employee or Former AMC Employee shall be returned to MSG without
any reimbursement by MSG to AMC for such forfeited restricted stock.
(b) AMC Dividend Shares. If a holder of AMC Dividend Shares who is an MSG
Participant forfeits such AMC Dividend Shares pursuant to the terms of the applicable CVC
Restricted Stock Agreement, the parties shall ensure that the appropriate transfer agent returns
the forfeited AMC Dividend Shares to AMC. For the avoidance of doubt, forfeited AMC
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Dividend Shares held by an MSG Employee or Former MSG Employee shall be returned to AMC
without any reimbursement by AMC to MSG for such forfeited restricted stock.
Section 2.2 Taxes and Withholding.
(a) Options.
(i) Exercise Price.
(A) Upon the exercise of an MSG Option by an AMC Participant, the
parties shall take steps to ensure that the applicable stock plan
administrator delivers cash in an amount equal to the exercise price,
rounded up to the nearest whole xxxxx, to AMC, which shall promptly deliver
such payment to MSG.
(B) Upon the exercise of an AMC Option by an MSG Participant, the
parties shall take steps to ensure that the applicable stock plan
administrator delivers cash in an amount equal to the exercise price,
rounded up to the nearest whole xxxxx, to MSG, which shall promptly delivery
such payment to AMC.
(ii) Taxes.
(A) Upon exercise of an MSG Option or AMC Option by any holder, the
employer or former employer of such holder shall fund and be liable to the
applicable Governmental Authority for any employer taxes.
(B) Upon exercise of an MSG Option or AMC Option by any holder, the
parties shall take steps to ensure that the applicable stock plan
administrator sells MSG Common Stock or AMC Common Stock, as applicable, in
an amount equal to the required withholding amount and remits such amount to
the employer or former employer of such holder.
(b) SARs.
(i) Settlement.
(A) As of the Distribution Date, MSG shall be responsible for all
Liabilities under MSG SARs and AMC SARs held by MSG Employees or Former MSG
Employees. MSG shall settle such MSG SARs or AMC SARs upon vesting.
(B) As of the Distribution Date, AMC shall assume responsibility for
all Liabilities under MSG SARs and AMC SARs held by AMC Employees or Former
AMC Employees. AMC shall settle such MSG SARs and AMC SARs upon vesting.
(ii) Taxes.
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(A) Upon exercise of an MSG SAR or AMC SAR by any holder, the employer
or former employer of such holder shall fund and be liable to the applicable
Governmental Authority for any employer taxes.
(B) Upon exercise of an MSG SAR or AMC SAR by any holder, the parties
shall take steps to ensure that the applicable stock plan administrator
delivers the applicable withholding amount to the employer or former
employer of such holder.
(c) Dividend Shares.
(i) MSG Dividend Shares. Upon vesting of MSG Dividend Shares with respect to
any holder, MSG will net share settle such MSG Dividend Shares. If the holder is an AMC
Employee or Former AMC Employee, MSG will cause the cash payments associated with the net
settlement to be delivered promptly to AMC in order for AMC to satisfy the associated
employee withholding obligation. The employer or former employer of the holder shall fund
and be liable to the applicable Governmental Authority for any employer taxes with respect
to the MSG Dividend Shares.
(ii) AMC Dividend Shares. Upon vesting of AMC Dividend Shares with respect to
any holder, AMC will net share settle such AMC Dividend Shares. If the holder is an MSG
Employee or Former MSG Employee, AMC will cause the cash payments associated with the net
settlement to be delivered promptly to MSG in order for MSG to satisfy the associated
employee withholding obligation. The employer or former employer of the holder shall fund
and be liable to the applicable Governmental Authority for any employer taxes with respect
to the AMC Dividend Shares.
(d) Tax Deductions. With respect to the Equity Compensation held by individuals who
are MSG Employees at the time the Equity Compensation becomes taxable and individuals who are
Former MSG Employees at such time, MSG shall claim any federal, state and/or local tax deductions
and AMC shall not claim such deductions. With respect to the Equity Compensation held by
individuals who are employees of the AMC Group at the time the Equity Compensation becomes taxable
and individuals who are Former AMC Employees at such time, AMC shall claim any federal, state
and/or local tax deductions, and MSG shall not claim such deductions. If either MSG or AMC
determines in its reasonable judgment that there is a substantial likelihood that a tax deduction
that was assigned to MSG or AMC pursuant to this Section 2.2(d) will instead be available
only to the other Party (whether as a result of a determination by the IRS, a change in the Code or
the regulations or guidance thereunder, or otherwise), it will notify the other Party and both
Parties will negotiate in good faith to resolve the issue in accordance with the following
principle: the Party entitled to the deduction shall pay to the other party an amount that places
the other Party in a financial position equivalent to the financial position the Party would have
been in had the Party received the deduction as intended under this Section 2.2. Such
amount shall be paid within 90 days of filing the last tax return necessary to make the
determination described in the preceding sentence.
Section 2.3 Cooperation. If, after the Distribution Date, MSG or AMC identify an administrative error in the
individuals identified as holding Equity Compensation, the amount of
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Equity Compensation so held, the vesting level of such Equity Compensation, or any other
similar error, MSG and AMC shall mutually cooperate in taking such actions as are necessary or
appropriate to place, as nearly as reasonably practicable, the individual and MSG and AMC in the
position in which they would have been had the error not occurred. Each of the Parties shall
establish an appropriate administration system in order to handle in an orderly manner exercises of
MSG Options, AMC Options, MSG SARs and AMC SARs and the settlement of MSG Dividend Shares and AMC
Dividend Shares. Each of the Parties will work together to unify and consolidate all indicative
data and payroll and employment information on regular timetables and make certain that each
applicable entity’s data and records with respect to Equity Compensation are correct and updated on
a timely basis. The foregoing shall include employment status and information required for tax
withholding/remittance, compliance with trading windows and compliance with the requirements of the
Securities Exchange Act of 1934 and other applicable Laws. Each of the Parties hereto will use its
commercially reasonable efforts to promptly take, or cause to be taken, all actions and to do, or
cause to be done, all things necessary, proper or advisable under applicable Laws and regulations
to effectuate the purposes of this Agreement, including adopting any required plans or plan
amendments. Each Party shall be entitled to rely in good faith on information provided by the
other Party, and the providing Party shall be responsible for any Liabilities arising from missing,
delayed, incomplete, inaccurate or outdated information or data.
Section 2.4 SEC Registration. The Parties mutually agree to use commercially reasonable efforts to maintain effective
registration statements with the U.S. Securities and Exchange Commission with respect to the
long-term incentive awards to the extent any such registration statement is required by applicable
Law.
Section 2.5 Savings Clause. The Parties hereby acknowledge that the provisions of this Article II are intended to
achieve certain tax, legal and accounting objectives and, in the event such objectives are not
achieved, the Parties agree to negotiate in good faith regarding such other actions that may be
necessary or appropriate to achieve such objectives. Notwithstanding anything in this Agreement to
the contrary, the Parties agree to negotiate in good faith regarding the need for any treatment
different from that otherwise provided herein to ensure that (i) a federal income tax deduction for
the payment of such supplemental or deferred compensation or long-term incentive award, annual
incentive award or other compensation is not limited by reason of Section 162(m) of the Code, and
(ii) the treatment of such supplemental or deferred compensation or long-term incentive award,
annual incentive award or other compensation does not cause the imposition of a tax under Section
409A of the Code.
Section 2.6 Sharing of Information. MSG and AMC (acting directly or through their respective Subsidiaries) shall
promptly provide to the other and their respective agents and vendors all information as the other
may reasonably request to enable the requesting Party to administer efficiently and accurately each
of its equity administration plans or arrangements and to determine the scope of, as well as
fulfill, its obligations under this Agreement; provided, however, that in the event
that any Party reasonably determines that any such provision of information could be commercially
detrimental to such Party or any member of its Group, violate any Law or agreement to which such
Party or any member of its Group is a party, or waive any attorney-client privilege applicable to
such Party or any member of its Group, the Parties shall provide any such information and the
Parties shall take all reasonable measures to
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comply with the obligations pursuant to this Section 2.6 in a manner that mitigates
any such harm or consequence to the extent practicable, and the Parties agree to cooperate with
each other and take such commercially reasonable steps as may be practicable to preserve the
attorney-client privilege with respect to the disclosure of any such information. Such information
shall, to the extent reasonably practicable, be provided in the format and at the times and places
requested, but in no event shall the Party providing such information be obligated to incur any
out-of-pocket expenses not reimbursed by the Party making such request or make such information
available outside of its normal business hours and premises. Any information shared or exchanged
pursuant to this Agreement shall be subject to generally accepted confidentiality requirements.
Section 2.7 No Third-Party Beneficiaries. No provision of this Agreement shall be
construed to create any right, or accelerate entitlement, to any compensation or benefit whatsoever
on the part of any MSG Employee or AMC Employee or other MSG Participant or AMC Participant under
any MSG Share Plan or AMC Share Plan or otherwise. This Agreement is solely for the benefit of the
Parties hereto and their respective successors and permitted assigns. Nothing in this Agreement,
express or implied, is intended to or shall confer upon any other person or persons (including any
MSG Participant or AMC Participant or either of the Parties’ respective Subsidiaries) any rights,
benefits or remedies of any nature whatsoever under or by reason of this Agreement. No provision
in this Agreement shall modify or amend any other agreement, plan, program, or document unless this
Agreement explicitly states that the provision “amends” that other agreement, plan, program, or
document. This shall not prevent the Parties entitled to enforce this Agreement from enforcing any
provision in this Agreement, but no other person shall be entitled to enforce any provision in this
Agreement on the grounds that it is an amendment to another agreement, plan, program, or document
unless the provision is explicitly designated as such in this Agreement, and the person is
otherwise entitled to enforce the other agreement, plan, program, or document. If a person not
entitled to enforce this Agreement brings a lawsuit or other action to enforce any provision in
this Agreement as an amendment to another agreement, plan, program, or document, and that provision
is construed to be such an amendment despite not being explicitly designated as one in this
Agreement, that provision in this Agreement shall be void ab initio, thereby precluding it from
having any amendatory effect. Furthermore, nothing in this Agreement is intended to confer upon
any MSG Employee, Former MSG Employee, AMC Employee or Former AMC Employee, any right to continued
employment, or any recall or similar rights to an individual on layoff or any type of approved
leave.
Section 2.8 Consent of Third Parties. If any provision of this Agreement is dependent on the consent of any third party and such
consent is withheld, the Parties hereto shall use their reasonable best efforts to implement the
applicable provisions of this Agreement to the fullest extent practicable. If any provision of
this Agreement cannot be implemented due to the failure of such third party to consent, the Parties
hereto shall negotiate in good faith to implement the provision in a mutually satisfactory manner.
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ARTICLE III
MISCELLANEOUS
MISCELLANEOUS
Section 3.1 Effect If Distribution Does Not Occur. Notwithstanding anything in this Agreement to the contrary, if the Distribution does not
take place or is terminated prior to the Distribution Date, then all actions and events that are,
under this Agreement, to be taken or occur effective immediately prior to or as of the Distribution
Date, or otherwise in connection with the Distribution, shall not be taken or occur except to the
extent specifically agreed to in writing by MSG and AMC, and neither Party shall have any Liability
to the other Party under this Agreement.
Section 3.2 Complete Agreement; Construction. This Agreement, including the Exhibits, shall constitute the entire agreement between the
Parties with respect to the subject matter hereof and shall supersede all previous negotiations,
commitments and writings with respect to such subject matter.
Section 3.3 Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be
considered one and the same agreement, and shall become effective when one or more such
counterparts have been signed by each of the Parties and delivered to the other Party.
Section 3.4 Survival of Agreements. Except as otherwise contemplated by this Agreement, all covenants and agreements of the
Parties contained in this Agreement shall survive the Distribution Date.
Section 3.5 Notices. All notices and other communications hereunder shall be in writing, shall reference this
Agreement and shall be hand delivered or mailed by registered or certified mail (return receipt
requested) to the Parties at the following addresses (or at such other addresses for a Party as
shall be specified by like notice) and will be deemed given on the date on which such notice is
received:
To MSG:
The Madison Square Garden Company
0 Xxxxxxxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: General Counsel
0 Xxxxxxxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: General Counsel
To AMC:
Section 3.6 Waivers. The failure of any Party to require strict performance by any other Party of any provision
in this Agreement will not waive or diminish that Party’s right to demand strict performance
thereafter of that or any other provision hereof.
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Section 3.7 Amendments. Subject to the terms of Sections 3.8 and 3.10 hereof, this Agreement may not be modified or
amended except by an agreement in writing signed by each of the Parties.
Section 3.8 Assignment. This Agreement shall not be assignable, in whole or in part, directly or indirectly, by any
Party without the prior written consent of the other Party, and any attempt to assign any rights or
obligations arising under this Agreement without such consent shall be void; provided that
either Party may assign this Agreement to a purchaser of all or substantially all of the properties
and assets of such Party so long as such purchaser expressly assumes, in a written instrument in
form reasonably satisfactory to the non-assigning Party, the due and punctual performance or
observance of every agreement and covenant of this Agreement on the part of the assigning Party to
be performed or observed.
Section 3.9 Successors and Assigns. The provisions to this Agreement shall be binding upon, inure to the benefit of and be
enforceable by the Parties and their respective successors and permitted assigns.
Section 3.10 Subsidiaries. Each of the Parties shall cause to be performed, and hereby guarantees the performance of,
all actions, agreements and obligations set forth herein to be performed by any entity that is
contemplated to be a Subsidiary of such Party after the Distribution Date.
Section 3.11 Title and Headings. Titles and headings to Sections herein are inserted for convenience of reference only and
are not intended to be a part of or to affect the meaning or interpretation of this Agreement.
Section 3.12 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State
of New York applicable to contracts made and to be performed in the State of New York.
Section 3.13 Waiver of Jury Trial. The Parties hereby irrevocably waive any and all right to trial by jury in any legal
proceeding arising out of or related to this Agreement.
Section 3.14 Specific Performance. From and after the Distribution, in the event of any actual or threatened default in, or
breach of, any of the terms, conditions and provisions of this Agreement, the Parties agree that
the Party to this Agreement who is or is to be thereby aggrieved shall have the right to specific
performance and injunctive or other equitable relief of its rights under this Agreement, in
addition to any and all other rights and remedies at law or in equity, and all such rights and
remedies shall be cumulative. The Parties agree that, from and after the Distribution, the
remedies at law for any breach or threatened breach of this Agreement, including monetary damages,
are inadequate compensation for any Loss, that any defense in any action for specific performance
that a remedy at law would be adequate is hereby waived, and that any requirements for the securing
or posting of any bond with such remedy are hereby waived.
Section 3.15 Severability. In the event any one or more of the provisions contained in this Agreement should be held
invalid, illegal or unenforceable in any respect, the validity,
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legality and enforceability of the remaining provisions contained herein and therein shall not
in any way be affected or impaired thereby. The Parties shall endeavor in good faith negotiations
to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic
effect of which comes as close as possible to that of the invalid, illegal or unenforceable
provisions.
[signature page follows]
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the date
first above written.
| THE MADISON SQUARE GARDEN COMPANY |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| AMC NETWORKS INC. |
||||
| By: | ||||
| Name: | Xxxxxx Xxxxx | |||
| Title: | President and CEO | |||
