REGISTRATION RIGHTS AGREEMENT BY AND AMONG AMC NETWORKS INC. AND THE CHARLES F. DOLAN CHILDREN TRUSTSRegistration Rights Agreement • June 6th, 2011 • AMC Networks Inc. • Cable & other pay television services • New York
Registration Rights Agreement (this “Agreement”) dated as of June _______, 2011 (but effective as provided in Section 10(l)), by and among AMC Networks Inc., a Delaware corporation (the “Company”), the Charles F. Dolan Children Trusts, created under an Agreement dated December 22, 2009, between Kathleen M. Dolan, Paul J. Dolan, Matthew J. Dolan and Mary S. Dolan, as Grantors and Trustees (the “Children Trusts”), and the Qualifying Creditors, if any, who have agreed in writing to become bound by this Agreement. Certain capitalized terms used in this Agreement are defined in Annex A hereto.
RESTRICTED SHARES AGREEMENTRestricted Shares Agreement • June 6th, 2011 • AMC Networks Inc. • Cable & other pay television services
Pursuant to the 2011 Employee Stock Plan (the “Plan”) of AMC Networks Inc. (the “Company”), you will receive _______ restricted shares (“Restricted Shares”) of AMC Networks Inc. Class A Common Stock, par value $.01 per share (“Common Shares”) effective as of [_____, 2011] in replacement of the restricted shares of Cablevision Systems Corporation Class A Common Stock, par value $.01 per share, granted to you by the Compensation Committee of the Board of Directors of Cablevision Systems Corporation effective as of March 8, 2011 (the “Grant Date”), which restricted share grant (the “Cablevision Grant”) has been canceled in all respects on ______, 2011.
DISTRIBUTION AGREEMENT BY AND AMONG CABLEVISION SYSTEMS CORPORATION, CSC HOLDINGS, LLC AND AMC NETWORKS INC.Distribution Agreement • June 6th, 2011 • AMC Networks Inc. • Cable & other pay television services • New York
This Distribution Agreement (this “Agreement”), is dated as of June [•], 2011, by and between Cablevision Systems Corporation, a Delaware corporation (“Cablevision”), CSC Holdings, LLC, a Delaware limited liability company (“CSC”) and AMC Networks Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Cablevision (“AMC” and, together with Cablevision, the “Parties”).
TIME SHARING AGREEMENTTime Sharing Agreement • June 6th, 2011 • AMC Networks Inc. • Cable & other pay television services • New York
THIS TIME SHARING AGREEMENT is entered into effective as of the date set forth in Section 13 below by and between DOLAN FAMILY OFFICE, LLC, a New York limited liability company with an address at 340 Crossways Drive, Woodbury, New York 11771 (“Lessor”), and RAINBOW MEDIA HOLDINGS LLC, a Delaware limited liability company with an address at 11 Penn Plaza, New York, New York 10001 (“Lessee”).
Form Option Agreement Vested Option Grants Without 90 Day Expiration Provision1Form Option Agreement • June 6th, 2011 • AMC Networks Inc. • Cable & other pay television services • New York
ContractTermination Agreement • June 6th, 2011 • AMC Networks Inc. • Cable & other pay television services • New York
CONTRIBUTION AGREEMENT (this “Agreement”), dated as of June [ • ], 2011, by and among CABLEVISION SYSTEMS CORPORATION, a Delaware corporation (“Cablevision”), CSC HOLDINGS, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Cablevision (“CSC”), and AMC NETWORKS INC., a Delaware corporation (“AMC”).
TAX DISAFFILIATION AGREEMENT BETWEEN CABLEVISION SYSTEMS CORPORATION AND AMC NETWORKS INC.Tax Disaffiliation Agreement • June 6th, 2011 • AMC Networks Inc. • Cable & other pay television services • New York
THIS TAX DISAFFILIATION AGREEMENT (the “Agreement”) is dated as of June _______, 2011 by and between Cablevision Systems Corporation, a Delaware corporation (“Cablevision”), and AMC Networks Inc., a Delaware corporation and a wholly-owned subsidiary of Cablevision (“AMC” and, together with Cablevision, the “Parties”). Unless otherwise indicated, all “Section” references in this Agreement are to sections of the Agreement.
TRANSITION SERVICES AGREEMENT BY AND BETWEEN CABLEVISION SYSTEMS CORPORATION AND AMC NETWORKS INC.Transition Services Agreement • June 6th, 2011 • AMC Networks Inc. • Cable & other pay television services • New York
Transition Services Agreement, dated as of June [•], 2011 (this “Agreement”), between Cablevision Systems Corporation, a Delaware corporation (“Cablevision”), and AMC Networks Inc., a Delaware corporation (“AMC” and, together with Cablevision, the “Parties”).
TERMINATION AGREEMENTTermination Agreement • June 6th, 2011 • AMC Networks Inc. • Cable & other pay television services • New York
TERMINATION AGREEMENT, made as of the ____ day of June, 2011, among CSC Holdings, LLC a Delaware limited liability company (“CSC”), American Movie Classics Company LLC, a New York limited liability company (“AMCC”) and WE: Women’s Entertainment LLC, a Delaware limited liability company (“WE”).
EMPLOYEE MATTERS AGREEMENT by and between CABLEVISION SYSTEMS CORPORATION and AMC NETWORKS INC.Employee Matters Agreement • June 6th, 2011 • AMC Networks Inc. • Cable & other pay television services • New York
THIS EMPLOYEE MATTERS AGREEMENT (the “Agreement”), dated as of June _______, 2011, is by and between Cablevision Systems Corporation, a Delaware corporation (“CVC”), and AMC Networks Inc., a Delaware corporation and an indirect subsidiary of CVC (“AMC,” and, together with CVC, each, a “Party” and collectively, the “Parties”).
NON-EMPLOYEE DIRECTOR AWARD AGREEMENTEmployee Director Award Agreement • June 6th, 2011 • AMC Networks Inc. • Cable & other pay television services
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 AMC Networks Inc. (the “Company”) from Cablevision on [•] (the “Distribution Date”), and pursuant to the Company’s 2011 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 AMC Networks 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:
April 16, 2010Employment Agreement • June 6th, 2011 • AMC Networks Inc. • Cable & other pay television services • New York
This letter (the “Agreement”) will confirm the terms of your continued employment by Rainbow Media Enterprises, Inc. (the “Company”).
AIRCRAFT DRY LEASE AGREEMENTAircraft Dry Lease Agreement • June 6th, 2011 • AMC Networks Inc. • Cable & other pay television services • New York
THIS AIRCRAFT DRY LEASE AGREEMENT is entered into effective as of the date set forth in Section 12 below, by and between NEW YORK AIRCAM CORP., a New York corporation with an address at 340 Crossways Park Drive, Woodbury, New York 11797 (“Lessor”), and RAINBOW MEDIA HOLDINGS LLC, a Delaware limited liability company with a place of business at 11 Penn Plaza, New York, New York 10001 (“Lessee”).
TIME SHARING AGREEMENTTime Sharing Agreement • June 6th, 2011 • AMC Networks Inc. • Cable & other pay television services • New York
THIS TIME SHARING AGREEMENT is entered into effective as of the date described in Section 13 below, by and between CSC TRANSPORT, INC., a Delaware corporation with a place of business at 8000 Republic Airport, Hangar 5, Farmingdale, New York 11768 (“Lessor”), and RAINBOW MEDIA HOLDINGS LLC, a Delaware limited liability company with a place of business at 11 Penn Plaza, New York, New York 10001 (“Lessee”).
EQUITY ADMINISTRATION AGREEMENTEquity Administration Agreement • June 6th, 2011 • AMC Networks Inc. • Cable & other pay television services • New York
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”).
Cablevision Letterhead] June __, 2011Letter Agreement • June 6th, 2011 • AMC Networks Inc. • Cable & other pay television services
This letter agreement (this “Agreement”) sets forth certain terms and conditions which have been agreed to by and between CSC Holdings LLC (“Cablevision”), AMC Networks Inc. (“AMC”) and AMC’s wholly-owned subsidiary, Rainbow Programming Holdings, LLC (“RPH”), with respect to the management and prosecution of the pending lawsuit (the “Litigation”) entitled Voom HD Holdings LLC (“Voom”) against EchoStar Satellite LLC, predecessor-in-interest to Dish Networks LLC (“EchoStar”), as follows:
STANDSTILL AGREEMENT BY AND AMONG AMC NETWORKS INC. AND THE DOLAN FAMILY GROUPStandstill Agreement • June 6th, 2011 • AMC Networks Inc. • Cable & other pay television services • New York
Standstill Agreement (this “Agreement”), dated as of June _______, 2011, by and among AMC Networks Inc., a Delaware corporation (the “Company”), each of the members of the Dolan Family Group listed on Schedule I to this Agreement (the “Dolan Family Parties”) and, as and to the extent provided herein, their transferees, successors and assigns.
EMPLOYMENT AGREEMENTEmployment Agreement • June 6th, 2011 • AMC Networks Inc. • Cable & other pay television services • New York
EMPLOYMENT AGREEMENT, dated as of June _______, 2011, between AMC Networks Inc., a Delaware corporation (“AMC”), and Charles F. Dolan (“Charles Dolan”).
June , 2011AMC Networks Inc. • June 6th, 2011 • Cable & other pay television services
This Aircraft Management Agreement will confirm our understanding and agreement regarding the provision of aircraft management services by CSC Transport, Inc. (“CSC”) to Rainbow Media Holdings LLC (“Client”) with respect to the Cessna 501 aircraft, s/n 501-0038, N501JG (the “Aircraft”). CSC acknowledges and agrees that Client leases the Aircraft from New York Aircam Corp. (“Aircam”) pursuant to a Non-Exclusive Aircraft Dry Lease Agreement dated the date hereof (the “Lease”). The management services to be provided by CSC to Client hereunder shall be furnished only in connection with and in support of Client’s operation of the Aircraft exclusively for business purposes of Client or its parent company or subsidiaries under its operational control during Lease Periods (as defined in the Lease).
Form Option Agreement Vested Grant of Options and Rights — Award Agreement for Rights1Form Option Agreement • June 6th, 2011 • AMC Networks Inc. • Cable & other pay television services • New York
PERFORMANCE AWARD AGREEMENTPerformance Award Agreement • June 6th, 2011 • AMC Networks Inc. • Cable & other pay television services
Pursuant to the 2011 Cash Incentive Plan (the “Plan”) of AMC Networks Inc. (the “Company”), you will receive a contingent cash award (the “Award”) in replacement of the contingent cash award granted to you by the Compensation Committee of the Board of Directors of Cablevision Systems Corporation (“Cablevision”) effective as of March 8, 2011 (the “Effective Date”), which contingent cash award has been canceled in all respects.
REGISTRATION RIGHTS AGREEMENT BY AND AMONG AMC NETWORKS INC. AND THE DOLAN FAMILY AFFILIATESRegistration Rights Agreement • June 6th, 2011 • AMC Networks Inc. • Cable & other pay television services • New York
Registration Rights Agreement (this “Agreement”) dated as of June _______, 2011 (but effective as provided in Section 9(k)), by and among AMC Networks Inc., a Delaware corporation (the “Company”), the parties set forth on Annex A to this Agreement (the “Dolan Family Affiliates”) and the Qualifying Creditors, if any, who have agreed in writing to become bound by this Agreement. Certain capitalized terms used in this Agreement are defined in Annex B hereto.
Re: EMPLOYMENT AGREEMENTEmployment Agreement • June 6th, 2011 • AMC Networks Inc. • Cable & other pay television services • New York
This letter, effective upon the “Effective Date” (as defined in Annex A hereof), will confirm the terms of your employment by AMC Networks Inc. (the “Company”). Your employment agreement dated October 20, 2006 and amended December 5, 2008, shall continue in effect until the Effective Date, after which time it shall terminate and be of no further force and effect.
