NON-EMPLOYEE DIRECTOR AWARD AGREEMENT
Exhibit 10.17.1
[Date]
Dear [Full Name]:
Pursuant to the applicable Cablevision Systems Corporation Stock Plan for Non-Employee
Directors, on [•] (the “Grant Date”), you were granted options to purchase shares of
Cablevision Systems Corporation (“Cablevision”). In conjunction with the spin-off of
Madison Square Garden, Inc. (the “Company”) from Cablevision on [•] (the “Distribution
Date”), and pursuant to the Company’s 2010 Stock Plan for Non-Employee Directors (the
“Plan”), you are receiving the award described in this agreement (the “Agreement”)
of nonqualified stock options (the “Options”) to purchase [•] shares of Madison Square
Garden, Inc. Class A common stock (“Shares”) at a price of $ per share. The Options
are granted subject to the terms and conditions set forth below and in the Plan:
1. OPTIONS
1.1 You may exercise the Options at any time after the Distribution Date until the expiration
of the Options pursuant to Paragraph 3 hereof, by giving written notice to the Company, or such
person as the Company may designate, specifying the number of Options to be exercised (the
“Exercise Notice”), together with a copy of this letter or by following such procedures as
established by the Company.
1.2 Prior to the delivery of the Shares for which the Option is being exercised, you will be
required to deliver to the Company, or such person as the Company may designate, the aggregate
exercise price of all Shares pursuant to such exercise of the Option. Payment may be made by cash,
a check payable to the order of the Company, or by the delivery of Shares duly endorsed over to the
Company (which Shares shall be valued at their Fair Market Value as of the date preceding the day
of such exercise), or combination of such methods of payment, which together amount to the full
exercise price of the Shares purchased pursuant to the exercise of the Option.
1.3 All rights to exercise an Option shall expire ten years from the Grant Date provided,
however, that upon the termination of your service as a member of Cablevision’s Board of Directors
for any reason, all rights to exercise an Option shall terminate upon the first to occur of (i) the
third anniversary of the date of the termination of your service on Cablevision’s Board of
Directors and (ii) the expiration of ten years from the Grant Date. Notwithstanding the
foregoing, in the event of your death while an Option is exercisable, the Option will remain
exercisable by your estate or beneficiary only until the first anniversary of your date of death,
and whether or not such first anniversary occurs prior to or following the expiration of ten years
from the Grant Date or the third anniversary of the date of the termination of your service on
Cablevision’s Board of Directors.
2. The Options (or any rights and obligations thereunder) granted to you may not be sold,
exchanged, transferred, assigned, pledged, hypothecated or otherwise disposed of, whether
voluntarily or involuntarily, other than by will or by the laws of descent and distribution,
and all such Options (and any rights thereunder) shall be exercisable during your lifetime only by
you or your legal representative. Notwithstanding the immediately preceding sentence, the Company
may permit, under such terms and conditions that it deems appropriate in its sole discretion, you
to transfer any Option to any person or entity that the Company so determines. Any assignment in
violation of the provisions of this Section or Section 11 of the Plan shall be void.
3. It is the Company’s intent that the Options granted comply in all respects with Rule 16b-3
of the Securities Exchange Act of 1934, as amended (the “Act”). All actions with respect to
Options under the Plan shall be executed in accordance with the requirements of Section 16 of the
Act, as amended, and any regulations promulgated thereunder. To the extent that any of the
provisions contained herein do not conform with Rule 16b-3 of the Act or any amendments thereto or
any successor regulation, then the Compensation Committee of the Company’s Board of Directors may
make such modifications so as to conform the Options granted thereunder to the Rule’s requirements.
4. The Options are not “incentive stock options” within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended, and cannot qualify for the special income tax benefits
related to such options.
5. If Cablevision, the Company or any of their respective Affiliates, as applicable, shall be
required to withhold any amounts by reason of any federal, state or local tax laws, rules or
regulations in respect of the Options, you shall make available to Cablevision, the Company or any
of their respective Affiliates, as applicable, promptly when requested, sufficient funds to meet
the requirements of such withholding and Cablevision, the Company or any of their respective
Affiliates, as applicable, shall be entitled to take and authorize such steps as it may deem
advisable in order to have such funds available to Cablevision, the Company or any of their
respective Affiliates, as applicable, out of any funds or property to become due to you.
6. The Options granted by this letter are being issued pursuant and subject to the Plan.
Capitalized terms used herein without definition shall have the meanings given to such terms that
are defined in the Plan.
| MADISON SQUARE GARDEN, INC. |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
By your electronic signature, you acknowledge receipt of the Plan and of an executed original of
this letter and agree to all of the terms set forth herein.
-2-
