OPTION AGREEMENT
Exhibit 10.14
Dear :
Pursuant to the Cablevision Systems Corporation 2006 Employee Stock Plan, on (the
“Grant Date”), you were granted options to purchase
shares of Cablevision Systems
Corporation (“Cablevision”), and rights with respect to the same number of shares subject
to the options. 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 2009 Employee Stock Plan (the “Plan”), you are receiving the award described
in this Option Agreement (the “Agreement”) of (A) nonqualified stock options (the
“Options”) to purchase
shares of Madison Square Garden, Inc. Class A common stock
(the “Class A Common Stock”) at a price of $
per share and, in addition, (B)
Conjunctive Rights (the “Rights”) with respect to the same number of shares of Class A
Common Stock subject to the Options.
Capitalized terms used but not defined in this Agreement have the meanings given to them in
the Plan. The Options and Rights are granted subject to the terms and conditions set forth below:
1. Vesting. The Options and Rights are immediately exercisable.
2. Exercise. You may exercise the Options and Rights by giving written notice to the Secretary
of the Company, or by following such procedures as established by the Company, specifying the
number of shares to be exercised (the “Exercise Notice”), together with a copy of this
letter. Unless the Company chooses to settle the Options in cash, shares of the underlying Class A
Common Stock or a combination of cash and the underlying Common Stock pursuant to paragraph 3
hereof, you will be required to deliver to the Company, or such person as the Company may
designate, within such time period as the Company may require, payment in full for the exercise of
Options. You may pay the exercise price by cash (directly and/or by applying the proceeds of
exercise of the related Rights), by certified check, by surrendering shares of the underlying Class
A Common Stock or by any combination thereof. Class A Common Stock used to pay the exercise price
will be valued at its Fair Market Value (as defined in the Plan) as of the day preceding the date
of exercise.
3. Option Spread. Upon receipt of the notice described in paragraph 2 above, the Company may
elect, in lieu of issuing shares of Common Stock, to settle the Option by paying you a amount equal
to the product obtained by multiplying (i) the excess of the Fair Market Value (as defined in the
Plan) of one share of the underlying Class A Common Stock on the date the option is exercised over
the exercise price of the Option (the “Option Spread”) by (ii) the number of shares of
Class A Common Stock with respect to which the Option is exercised. The amount payable to you in
these circumstances may be paid by the Company either in cash or in shares of the underlying Class
A Common Stock having a Fair Market Value (as defined in the Plan) equal to the Option Spread, or a
combination thereof, as the Company shall determine.
4. Expiration. Subject to subsection 4(D), the Options and Rights will terminate automatically
and without further notice at the end of 10 years from the Effective Date (the “Option
Term”), or at any of the following dates, if earlier:
| (A) | one hundred and eighty (180) days following the date upon which you are no longer employed by either 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 Employer’s consent; provided, that for purposes of this Section 4(A), you shall be deemed to cease to be an employee of the MSG Group or the Cablevision Group if you transfer between the MSG Group and the Cablevision Group at a time when the Company and Cablevision are not considered Affiliates; | ||
| (B) | three (3) years following the date upon which you are no longer employed by either the MSG Group or the Cablevision Group, if such cessation is the result of Disability or Retirement with your Employer’s consent; or | ||
| (C) | the date upon which your employment with your Employer is terminated for Cause. |
Notwithstanding the foregoing, in the event of your death during the period that the Options
and Rights are exercisable, whether death occurs before or after you cease employment, all Options
and Rights that are exercisable at the time of your death shall remain exercisable by your estate
or beneficiary until the first anniversary of your death, whether or not such first anniversary
occurs prior to the expiration of ten years from the date hereof.
For purposes of this Agreement, the “Cablevision Group” means Cablevision Systems
Corporation and any of its subsidiaries and Affiliates, other than Madison Square Garden, Inc. and
its subsidiaries. The “MSG Group” means Madison Square Garden, Inc. and any of its
subsidiaries and Affiliates, other than Cablevision Systems Corporation and its subsidiaries.
For purposes of this Agreement, “Cause” means, as determined by the compensation
committee of your Employer, your (i) commission of an act of fraud, embezzlement, misappropriation,
willful misconduct, gross negligence or breach of fiduciary duty against your Employer or any of
its Affiliates, or (ii) commission of any act or omission that results in a conviction, plea of no
contest, plea of nolo contendere, or imposition of unadjudicated probation for any crime involving
moral turpitude or any felony.
For purposes of this Agreement, “Disability” means your inability to perform for six
(6) continuous months substantially all the essential duties of your occupation, as determined by
the compensation committee of your Employer.
For purposes of this Agreement, if you are employed by the Cablevision Group, your
“Employer” means Cablevision Systems Corporation; if you are employed by the MSG Group,
your “Employer” means Madison Square Garden, Inc.; and if you are employed by both the
Cablevision Group and the MSG Group, your “Employer” shall mean Cablevision Systems
Corporation.
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For purposes of this Agreement, “Retirement” means the voluntary termination by you of
your employment with your Employer at such time as (i) you have attained at least the age of
fifty-five (55) and (ii) you have been employed by the MSG Group or the Cablevision Group for at
least five (5) years in the aggregate, provided that your Employer, may nevertheless
decide, in its sole discretion, not to treat your termination of employment as a “Retirement”
hereunder. Treatment of your termination of employment as a “Retirement” hereunder shall be
further subject to your execution (and the effectiveness) of a retirement agreement to your
Employer’s satisfaction, including, without limitation (to the extent desired by your Employer),
non-compete, non-disparagement, non-solicitation, confidentiality and further cooperation
obligations/restrictions on you as well as a general release by you of your Employer. The above
definition of “Retirement” is solely for purposes of this Agreement and shall not, in any way,
create or imply any obligations of the MSG Group or the Cablevision Group (under any other
agreement or otherwise) with respect to any such termination of your employment.
5. Change of Control/Going Private Transaction. As set forth in Appendix 1 attached
hereto, the Options may be affected in the event of a Change of Control or going private
transaction (each as defined in Appendix 1 attached hereto).
6. Rights. Upon exercise of the Rights, you will receive from the Company an amount in cash,
equal to the result of multiplying (i) the excess of the Fair Market Value (as defined in the Plan)
of one share of the underlying Class A Common Stock on the date the Rights are exercised over the
per share exercise price under the related Options, by (ii) the number of shares of Class A Common
Stock with respect to which the Rights are exercised.
7. Section 409A. It is the intent that payments under this Agreement are exempt from Section
409A of the Internal Revenue Code of 1986, as amended (the “Code”), and that the Agreement
be administered accordingly. Notwithstanding anything to the contrary contained in this Agreement,
if and to the extent that any payment or benefit under this Agreement is determined by your
Employer to constitute “non-qualified deferred compensation” subject to Section 409A of the Code
(“Section 409A”) 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 and as determined by your Employer), 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).
8. Tax Representations and Tax Withholding. If, in connection with the exercise of Options or
Rights, the MSG Group or the Cablevision Group is required to withhold any amounts by reason of any
federal, state or local taxes, such withholding shall be in accordance with Section 16 of the Plan.
You hereby acknowledge that you have reviewed with your own tax advisors the federal, state and
local tax consequences of exercising the Options and Rights and receiving shares of Class A Common
Stock and cash. You hereby represent to the MSG Group and the Cablevision Group that you are
relying solely on such advisors and not on any statements or representations of the Company,
Cablevision or any of their respective Affiliates or agents.
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9. Transfer Restrictions. You may not transfer or assign the Options or Rights, other than
(i) by will or the laws of descent or distribution or (ii) to the extent specifically permitted by
action of the Committee and communicated to you in writing, to a Permitted Transferee (as defined
in the Plan).
10. Non-Qualification as ISO. The Options are not intended to qualify as “incentive stock
options” within the meaning of Section 422A of the Internal Revenue Code of 1986, as amended.
11. The Options and Rights granted by this letter are being issued pursuant and subject to the
Plan, a copy of which has been furnished to you.
12. Securities Law Acknowledgments. You hereby acknowledge and confirm to the MSG Group and
the Cablevision Group that (i) you are aware that the shares of Class A Common Stock are
publicly-traded securities and (ii) the shares of Class A Common Stock issuable upon exercise of
the Options may not be sold or otherwise transferred unless such sale or transfer is registered
under the Securities Act of 1933, as amended, and the securities laws of any applicable state or
other jurisdiction, or is exempt from such registration.
13. Governing Law. This Agreement shall be deemed to be made under, and in all respects shall
be interpreted, construed and governed by and in accordance with, the laws of the State of New
York.
14. Jurisdiction and Venue. 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 hereby waive, and agree not to assert, as a defense that you are not subject thereto
or that the venue thereof may not be appropriate. You 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.
15. Right of Offset. You hereby agree that the Company shall have the right to offset against
its obligation to deliver shares of Class A Common Stock, cash or other property under this
Agreement to the extent that it does not constitute “non-qualified deferred compensation” pursuant
to Section 409A, any outstanding amounts of whatever nature that you then owe to the Company or a
subsidiary of the Company.
16. The Committee. For purposes of this Agreement, the term “Committee” means the
Compensation Committee of the Board of Directors of the Company or any replacement committee
established under, and as more fully defined in, the Plan.
17. Committee Discretion. The Committee has full discretion with respect to any actions to be
taken or determinations to be made in connection with this Agreement, and its determinations shall
be final, binding and conclusive.
18. Amendment. The Committee reserves the right at any time to amend the terms and conditions
set forth in this Agreement, except that the Committee shall not make any amendment or revision in
a manner unfavorable to you (other than if immaterial), without your
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consent. No consent shall be required for amendments made pursuant to Section 12 of the Plan,
except that, for purposes of Section 19 of the Plan, Section 5 and Appendix 1 of this Agreement are
deemed to be “terms of an Award Agreement expressly referring to an Adjustment Event.” Any
amendment of this Agreement shall be in writing and signed by an authorized member of the Committee
or a person or persons designated by the Committee.
19. Entire Agreement. Except for any employment agreement between you and the MSG Group or
the Cablevision Group in effect as of the date of the grant hereof (as such employment agreement
may be modified, renewed or replaced, provided that such modification, renewal or replacement shall
not extend the time any Options may be exercised or accelerate the vesting of any Options beyond
the time provided herein or in such original employment agreement), this Agreement and the Plan
constitute the entire understanding and agreement of you and the Company with respect to the
Options and Rights covered hereby and supersede all prior understandings and agreements. In the
event of a conflict among the documents with respect to the terms and conditions of the Options and
Rights covered hereby, the documents will be accorded the following order of authority: the terms
and conditions of the Plan will have highest authority followed by the terms and conditions of your
employment agreement, if any, followed by the terms and conditions of this Agreement.
20. Successors and Assigns. The terms and conditions of this Agreement shall be binding upon,
and shall inure to the benefit of, the Company and its successors and assigns.
21. Waiver. No waiver by the Company at any time of any breach by you of, or compliance with,
any term or condition of this Agreement or the Plan to be performed by you shall be deemed a waiver
of the same, any similar or any dissimilar term or condition at the same or at any prior or
subsequent time.
22. Severability. The terms or conditions of this Agreement shall be deemed severable and the
invalidity or unenforceability of any term or condition hereof shall not affect the validity or
enforceability of the other terms and conditions set forth herein.
23. Exclusion from Compensation Calculation. By acceptance of this Agreement, you shall be
considered in agreement that all shares of Class A Common Stock and cash received upon each
exercise of the Options shall be considered special incentive compensation and will be exempt from
inclusion as “wages” or “salary” in pension, retirement, life insurance and other employee benefits
arrangements of your Employer, except as determined otherwise by your Employer. In addition, each
of your beneficiaries shall be deemed to be in agreement that all such shares of Class A Common
Stock and cash be exempt from inclusion in “wages” or “salary” for purposes of calculating benefits
of any life insurance coverage sponsored by your Employer.
24. No Right to Continued Employment. Nothing contained in this Agreement or the Plan shall
be construed to confer on you any right to continue in the employ of the MSG Group or the
Cablevision Group, or derogate from the right of the MSG Group or the Cablevision Group to retire,
request the resignation of, or discharge you, at any time, with or without cause.
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25. Headings. The headings in this Agreement are for purposes of convenience only and are not
intended to define or limit the construction of the terms and conditions of this Agreement.
26. Effective Date. Upon execution by you, this Agreement shall be effective from and as of
the Distribution Date.
27. Execution of this letter by the Company may be in the form of an electronic or similar
signature and such signature shall be treated as an original signature for all purposes.
| MADISON SQUARE GARDEN, INC. |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
By your 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.
Optionee:
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APPENDIX 1
TO
STOCK OPTION AWARD AGREEMENT
1. In the event of a “Change of Control” or a “going private transaction” with
respect to the Company, as defined below, your entitlement to exercise the Options shall be as
follows:
a. If the Company or the “Surviving Entity,” as defined below, has shares of common
stock (or partnership units) traded on a national stock exchange or on the over-the-counter market
as reported on NASDAQ, the Committee shall, to the extent that the Options have not been exercised
and have not expired (the “Outstanding Options”), no later than the effective date of the
transaction which results in a Change of Control or going private transaction with respect to the
Company either (A) convert your rights in the Outstanding Options into a right to receive an amount
of cash equal to (i) the number of common shares subject or relating to the Outstanding Options
multiplied by (ii) the excess of (x) the “offer price per share,” the “acquisition
price per share” or the “merger price per share,” each as defined below, whichever of
such amounts is applicable, over (y) the exercise price of the shares subject or relating to the
Outstanding Options, or (B) arrange to have the Surviving Entity grant to you in substitution for
your Outstanding Options an award of options for shares of common stock (or partnership units) of
the Surviving Entity on the same terms with a value equivalent to the Outstanding Options and which
will, in the good faith determination of the Committee, provide you with an equivalent profit
potential.
b. If the Company or the Surviving Entity does not have shares of common stock (or partnership
units) traded on a national stock exchange or on the over-the-counter market as reported on NASDAQ,
the Committee shall convert your rights in the Outstanding Options into a right to receive an
amount of cash equal to the amount calculated as per Section 1(A) above.
c. The cash award provided in Section 1(a) or 1(b) shall become payable to you, and the
substitute options of the Surviving Entity provided in Section 1(a) will become exercisable (1)
with respect to the Outstanding Options that were not exercisable on the effective date of the
Change of Control or going private transaction with respect to the Company, as the case may be, at
the earlier of (a) the date on which the Outstanding Options would otherwise have become
exercisable hereunder had they continued in effect, or (b) if immediately prior to termination you
were a MSG Employee, the date on which (i) your employment with the MSG Group or the Surviving
Entity is terminated by the MSG Group or the Surviving Entity other than for Cause, if such
termination occurs within three (3) years of the Change of Control or going private transaction
with respect to the Company, (ii) your employment with the MSG Group or the Surviving Entity is
terminated by you for “good reason,” as defined below, if such termination occurs within three (3)
years of the Change of Control or going private transaction with respect to the Company or (iii)
your employment with the MSG Group or the Surviving Entity is terminated by you for any reason at
least six (6) months, but not more than nine (9) months after
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the effective date of the Change of Control or going private transaction with respect to the
Company; provided that clause (iii) herein shall not apply in the event that your rights in
the Outstanding Options are converted into a right to receive an amount of cash in accordance with
Section 1(a), or (2) with respect to the Outstanding Options that were exercisable on the effective
date of the Change of Control or going private transaction with respect to the Company, as the case
may be, the substitute options shall become exercisable immediately and the cash awards shall
become payable promptly. The amount payable in cash shall be payable together with interest from
the effective date of the Change of Control or going private transaction with respect to the
Company until the date of payment at (a) the weighted average cost of capital of the Company
immediately prior to the effectiveness of the Change of Control or going private transaction with
respect to the Company, or (b) if the Company (or the Surviving Entity) sets aside the funds in a
trust or other funding arrangement, the actual earnings of such trust or other funding arrangement.
2. As used herein,
“Acquisition price per share” shall mean the greater of (i) the highest price per
share stated on the Schedule 13D or any amendment thereto filed by the holder of twenty percent
(20%) or more of the Company’s voting power which gives rise to the Change of Control or going
private transaction with respect to the Company, and (ii) the highest fair market value per share
of common stock during the ninety-day period ending on the date of such Change of Control or going
private transaction with respect to the Company.
“Change of Control” means the acquisition, in a transaction or a series of related
transactions, by any person or group, other than Xxxxxxx X. Xxxxx or members of the immediate
family of Xxxxxxx X. Xxxxx or trusts for the benefit of Xxxxxxx X. Xxxxx or his immediate family
(or an entity or entities controlled by any of them) or any employee benefit plan sponsored or
maintained by the Company, of the power to direct the management of the Company or substantially
all its assets (as constituted immediately prior to such transaction or transactions).
“Going private transaction” means a transaction involving the purchase of Company or
Cablevision, as applicable, securities described in Rule 13e-3 to the Securities and Exchange Act
of 1934.
“Good reason” means
(i) without your express written consent any reduction in your base salary or bonus potential,
or any material impairment or material adverse change in your working conditions (as the same may
from time to time have been improved or, with your written consent, otherwise altered, in each
case, after the Distribution Date) at any time after or within ninety (90) days prior to the Change
of Control, including, without limitation, any material reduction of your other compensation,
executive perquisites or other employee benefits (measured, where applicable, by level or
participation or percentage of award under any plans of the Company), or material impairment or
material adverse change of your level of responsibility, authority, autonomy or title, or to your
scope of duties;
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(ii) any failure by your Employer to comply with any of the provisions of this Agreement,
other than an insubstantial or inadvertent failure remedied your Employer promptly after receipt of
notice thereof given by you;
(iii) your Employer’s requiring you to be based at any office or location more than
thirty-five (35) miles from your location immediately prior to such event except for travel
reasonably required in the performance of your responsibilities; or
(iv) any failure by the Company to obtain the assumption and agreement to perform this
Agreement by a successor as contemplated by Section 1.
“Merger price per share” shall mean, in the case of a merger, consolidation, sale,
exchange or other disposition of assets that results in a Change of Control or going private
transaction with respect to the Company (a “Merger”), the greater of (i) the fixed or
formula price for the acquisition of shares of common stock occurring pursuant to the Merger, and
(ii) the highest fair market value per share of common stock during the ninety-day period ending on
the date of such Change of Control or going private transaction with respect to the Company. Any
securities or property which are part or all of the consideration paid for shares of common stock
pursuant to the Merger shall be valued in determining the merger price per share at the higher of
(A) the valuation placed on such securities or property by the Company, person or other entity
which is a party with the Company to the Merger, or (B) the valuation placed on such securities or
property by the Committee.
“MSG Employee” means any individual who is employed by the MSG Group.
“Offer price per share” shall mean, in the case of a tender offer or exchange offer
which results in a Change of Control or going private transaction with respect to the Company (an
“Offer”), the greater of (i) the highest price per share of common stock paid pursuant to
the Offer, or (ii) the highest fair market value per share of common stock during the ninety-day
period ending on the date of a Change of Control or going private transaction with respect to the
Company. Any securities or property which are part or all of the consideration paid for shares of
common stock in the Offer shall be valued in determining the Offer Price per share at the higher of
(A) the valuation placed on such securities or property by the Company, person or other entity
making such offer or (B) the valuation placed on such securities or property by the Committee.
“Surviving Entity” means the entity that owns, directly or indirectly, after
consummation of any transaction, substantially all of the Company’s assets (as constituted
immediately prior to such transaction). If any such entity is at least majority-owned, directly or
indirectly, by any entity (a “parent entity”) which has shares of common stock (or partnership
units) traded on a national stock exchange or the over-the-counter market, as reported on NASDAQ,
then such parent entity shall be deemed to be the Surviving Entity provided that it there shall be
more than one such parent entity, the parent entity closest to ownership of the Company’s assets
shall be deemed to be the Surviving Entity.
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