Termination for Good Reason means that (1) without
Mr. Sapans consent, (A) Mr. Sapans base salary or annual bonus target is reduced, (B) the Company requires that Mr. Sapans principal office be located more than 50 miles from Manhattan, (C) the Company
materially breaches its obligations to Mr. Sapan under his employment agreement, (D) Mr. Sapan is no longer the President and CEO of the Company, (E) Mr. Sapan no longer reports directly to the Chairman (or an Executive
Chairman) of the Board of Directors of the Company, or (F) Mr. Sapans responsibilities are materially diminished; (2) Mr. Sapan has given the Company written notice, referring specifically to this definition, that he does
not consent to such action; (3) the Company has not corrected such action within 15 days of receiving such notice; and (4) Mr. Sapan voluntarily terminates his employment within 90 days following the happening of the action described
in subsection (1) of this definition.
Edward A. Carroll
On October 13, 2016, AMC Networks entered into an employment agreement with Mr. Carroll (the Carroll
Employment Agreement), replacing his previous employment agreement, which expired on December 31, 2016. The Carroll Employment Agreement provides for Mr. Carrolls employment as Chief Operating Officer of the Company through
December 31, 2021 (the Carroll Scheduled Expiration Date), with a minimum annual base salary, effective as of March 1, 2016, of $1,600,000 and, effective as of September 1, 2016, of $1,700,000 (subject to annual review and
potential increase in the discretion of the Companys Compensation Committee) and an annual target bonus opportunity equal to not less than 175% of his annual base salary. He will be eligible for our standard benefits programs and retirement
plans at the level available to other members of senior management of the Company subject to meeting the relevant eligibility requirements and the terms of the plans.
Mr. Carroll is eligible to participate in the Companys long-term cash or equity programs and arrangements
consistent with the role and responsibilities of a Chief Operating Officer. Beginning in calendar year 2017, and each year thereafter through the Carroll Scheduled Expiration Date during which Mr. Carroll is employed by the Company,
Mr. Carroll is entitled to receive long-term cash and equity awards with an aggregate target value of $3,400,000.
To
provide an additional incentive for Mr. Carroll to agree to extend his tenure and stay through the end of the term of his new employment agreement, the Compensation Committee offered Mr. Carroll the opportunity to earn a
one-time
special equity retention award of 242,813 RSUs (the Carroll Special Equity Award) and, in recognition of Mr. Carrolls increased compensation level, a
one-time
grant of long-term cash and/or equity awards with an aggregated target value of not less than $150,000. Except as described below, the Carroll Special Equity Award will vest on December 31, 2021, as
long as Mr. Carroll is continuously employed until such date and the performance condition is attained or on an earlier change in control (as defined in the award agreement). The performance condition requires the Company to achieve in any of
the two fiscal years 2017 and 2018, at least 90% of the AOI for fiscal year 2015.
If, prior to the Carroll Scheduled
Expiration Date, Mr. Carrolls employment with the Company is terminated (i) by the Company or (ii) by him for Good Reason, and at the time of any such termination Cause does not exist, then, subject to his execution of the
Companys then standard separation agreement (modified to reflect terms of the employment agreement), which separation agreement will include, without limitation, general releases by him as well as
non-competition,
non-solicitation,
non-disparagement,
confidentiality and other provisions substantially similar to (and not more
restrictive than) those set forth in the agreement, the Company will provide him with the following benefits and rights:
(a) the payment of an amount in cash equal to not less than two times the sum
of Mr. Carrolls annual base salary and his annual target bonus as in effect at that time;
(b) the payment of a prorated bonus for the year of termination and, to the
extent termination occurs prior to the payment of an annual bonus for the preceding year, payment of an annual bonus for the preceding
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