he or his estate or beneficiary, as the case may be, will be provided with the benefits and rights set forth above in (b) through (f).
If, prior to, on, or after the Sapan Scheduled Expiration Date, Mr. Sapan ceases to be employed by the Company for any
reason other than his being terminated for Cause, he will have three years to exercise outstanding stock options and stock appreciation awards, unless he is afforded a longer period for exercise pursuant to his employment agreement or any applicable
award letter. In no event, however, will stock options or stock appreciation rights remain exercisable beyond their regularly scheduled term (except as may otherwise be permitted under the applicable award in the case of death).
Upon the termination of Mr. Sapans employment with the Company, except as otherwise specifically provided in the
employment agreement, his rights to benefits and payments under the Companys pension and welfare plans (other than severance benefits) and any outstanding long-term cash or equity awards will be determined in accordance with the then current
terms and provisions of such plans, agreements and awards under which such benefits and payments (including such long-term cash or equity awards) were granted.
The employment agreement contains certain covenants by Mr. Sapan, including a noncompetition agreement that restricts
Mr. Sapans ability to engage in competitive activities until the first anniversary of the termination of his employment with the Company.
For purposes of Mr. Sapans employment agreement, the following definitions apply:
Cause is defined as (1) commission of an act of fraud, embezzlement, misappropriation, willful misconduct,
gross negligence or breach of fiduciary duty against the Company or an affiliate thereof, or (2) commission of any act or omission that results in, or may reasonably be expected to result 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.
Change
in Control of the Company means the acquisition, in a transaction or a series of related transactions, by any person or group, other than Charles F. Dolan or members of the immediate family of Charles F. Dolan or trusts for the benefit of
Charles F. Dolan 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).
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,
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