Item 5.02 Departure of Directors or Certain Officers? Election of Directors?
Appointment of Certain Officers? Compensatory Arrangements of Certain Officers.
Employment Agreement with Christina Spade, Executive Vice President and Chief
Financial Officer
On January 12, 2021, the Board of Directors of AMC Networks Inc. (the "Company")
appointed Christina Spade, age 51, as Executive Vice President and Chief
Financial Officer of the Company effective January 15, 2021.
Ms. Spade was Executive Vice President, Chief Financial Officer of ViacomCBS
Inc. (formerly, CBS Corporation, which is the surviving corporation from the
merger of Viacom and CBS in December 2019) from October 2018 through August
2020. Prior to that, Ms. Spade served as Executive Vice President, Chief
Financial Officer and Strategy for Showtime Networks ("Showtime") since 2013.
Previously, Ms. Spade served as Senior Vice President, Affiliate Finance and
Business Operations for Showtime since 2003. Prior to joining Showtime in 1997,
Ms. Spade was an Audit Manager with PricewaterhouseCoopers LLP in its
Entertainment, Media and Communications practice.
In connection with Ms. Spade's appointment, Ms. Spade and the Company entered
into an employment agreement dated January 12, 2021 (the "Employment
Agreement"), which became effective as of January 15, 2021 (the "Effective
Date"). Ms. Spade will receive a minimum annual base salary of $1,150,000
(subject to annual review and potential increase in the discretion of the
Compensation Committee of the Board of Directors of the Company (the
"Compensation Committee")) and an annual target bonus opportunity equal to 150%
of annual base salary in the discretion of the Compensation Committee. Ms. Spade
will be eligible for our standard benefits program, subject to meeting the
relevant eligibility requirements, payment of required premiums and the terms of
the plans. The Employment Agreement provides that, beginning in 2021, it is
expected that Ms. Spade's participation in the Company's long-term equity and
other incentive programs will consist of annual grants of cash and/or equity
awards with a target value of not less than $3,000,000, as determined by the
Compensation Committee. In addition, Ms. Spade will be eligible to receive,
subject to Ms. Spade's continued employment with the Company, a one-time lump
sum cash bonus equal to $50,000, no later than 60 days following the Effective
Date.
If, prior to March 31, 2024 (the "Expiration Date"), Ms. Spade's employment with
the Company is terminated (i) by the Company other than for Cause (as defined in
the Employment Agreement) or (ii) by Ms. Spade for Good Reason (as defined in
the Employment Agreement) other than if Cause exists, then, subject to Ms.
Spade's execution and effectiveness of a severance agreement satisfactory to the
Company (including, without limitation, a full and complete general release in
favor of the Company and its affiliates (subject to customary carve outs) and
non-competition, non-solicitation, non-disparagement, confidentiality and
further cooperation obligations and restrictions on Ms. Spade), the Company will
provide Ms. Spade with the following benefits and rights:
a.a cash severance payment in an amount equal to not less than two times the sum
of Ms. Spade's annual base salary and annual target bonus as in effect at the
time of termination of employment;
b.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, an annual
bonus for the preceding year, in each case, if and when other similarly situated
employees receive payment of bonuses for such years as determined by the
Compensation Committee in its sole discretion and subject to the satisfaction of
any applicable Company and business-unit performance objectives without
adjustment for individual performance;
c.each of Ms. Spade's outstanding long-term cash incentive awards and
performance-based restricted stock awards shall immediately vest in full and be
payable at the same time as such awards are paid to active employees of the
Company and the payment amount of such awards shall be to the same extent that
other similarly situated active employees receive payment as determined by the
Compensation Committee (subject to the satisfaction of any applicable
performance criteria);
d.each of Ms. Spade's outstanding restricted stock or restricted stock unit
awards (including restricted stock unit awards that are subject to achievement
of a performance condition and restricted stock unit awards that have no
performance conditions) will continue to vest in accordance with their original
vesting schedule;
e.each of Ms. Spade's outstanding stock options and stock appreciation awards
under plans of the Company, if any, will continue to vest in accordance with
their original vesting schedule and she will have the right to exercise each of
those options and stock appreciation awards for the remainder of the term of
such option or award.
If Ms. Spade ceases to be an employee of the Company prior to the Expiration
Date as a result of her death or physical or mental disability, and at such time
Cause does not exist, subject to Ms. Spade's execution of a separation agreement
(other than in the case of death), the Company will pay Ms. Spade (or her estate
or beneficiary) the benefits and rights set forth in (b)
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above, and each of Ms. Spade's outstanding equity and cash incentive awards will
vest and pay in full, whether or not subject to performance criteria. Any such
award that is subject to performance criteria will vest and pay at the target
level unless the performance measurement period for such award has been
completed prior to the date of termination, in which case the award will vest
and pay when and to the same extent as the awards held by other employees,
subject to the satisfaction of the performance criteria.
In connection with any termination of Ms. Spade's employment, other than as
specifically provided above, all equity or cash incentive grants or awards she
may then have outstanding will be treated in accordance with their terms and
nothing in the Employment Agreement is intended to limit any more favorable
rights to which Ms. Spade is entitled under the terms of her equity or cash
incentive grants or awards, including in the event of a termination of
employment, a "going private transaction" or a "change of control" (as such
terms are defined in the award agreements).
The Employment Agreement contains certain covenants by Ms. Spade, including a
non-competition agreement that restricts Ms. Spade's ability to engage in
competitive activities until the first anniversary of the termination of her
employment with the Company, if such termination occurs prior to the Expiration
Date.
If any payment due under the Employment Agreement would result in the imposition
of an excise tax under Section 4999 of the Internal Revenue Code, the Company
will instead pay Ms. Spade either (a) the amount of that payment or (b) the
maximum amount that could be paid to Ms. Spade without the imposition of the
excise tax, depending on whichever amount results in Ms. Spade receiving the
greater amount of after-tax proceeds.
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