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8-K - FORM 8-K - MSG NETWORKS INC. | y82910be8vk.htm |
Exhibit 99.1
February 2, 2010
Joseph F. Yospe, CPA
59 Wintergreen Avenue East
Edison, NJ 08820
59 Wintergreen Avenue East
Edison, NJ 08820
Dear
Joseph:
Following up on our recent conversations, I am pleased to forward this letter setting forth the
details of the employment offer we have previously discussed. The prospect of your joining Madison
Square Garden is extremely exciting to all of us here.
As I indicated to you, this offer is conditioned upon your successful completion of our
pre-employment screening and testing process. Following the completion of that process and your
acceptance of this offer, you will join the Company as an at will employee with the title of Senior
Vice President, Controller and Principal Accounting Officer reporting directly to me in my capacity
as Executive Vice President and Chief Financial Officer. Your appointment as an officer of Madison
Square Garden, Inc. (MSG), however, is subject to the approval of the Board of Directors of MSG.
As discussed, your anticipated start date is February 26, 2010. From and after your actual start
date, you agree to devote your business time and attention to the business and affairs of the
Company and to perform your duties in a diligent, competent, professional and skillful manner and
in accordance with applicable law.
Your initial base salary will be $400,000 annually, paid bi-weekly. You will be eligible to
participate in our discretionary annual bonus program with an annual target bonus opportunity equal
to 45 percent of your base salary. Bonus payments are based on actual salary dollars paid during
the year for which they are awarded, however any bonus payment for 2010 will be based on your full
annual salary of $400,000. Bonus payments depend on a number of factors, including Company, unit
and individual performance. The decision on whether or not to pay a bonus, and the amount of that
bonus, if any, is made by the Company in its sole discretion. Bonuses are typically paid early in
the subsequent calendar year. In order to receive a bonus, you must be employed by the Company at
the time bonuses are being paid.
You will also be eligible, subject to your continued employment by the Company and actual grant by
the Compensation Committee of the Board of Directors of MSG, to participate in such long-term
incentive programs that are made available in the future to similarly situated executives at the
Company. In particular, as currently contemplated by our long-term incentive program (which is
subject to change), assuming your actual start date is by no later than February 26, 2010 an
employee at your level is expected to be recommended to the Compensation Committee in 2010 for a
cash and/or equity award or awards with an aggregate target value (as determined by the
Compensation Committee) of $410,000. Any such awards would be subject to actual grant by the
Compensation Committee, would be pursuant to the applicable plan document and would be subject to
terms and conditions established by the
Joseph F.
Yospe
February 2, 2010
Page 2
February 2, 2010
Page 2
Compensation Committee in its sole discretion as detailed in separate agreement(s) you would
receive after any award is actually made. Any long term incentive awards are currently expected to
be subject to three-year cliff vesting.
If, prior to the one-year anniversary of your actual start date (the Reference Date), your
employment is involuntarily terminated by the Company for any reason other than Cause, the Company
will pay you severance in an amount equal to your base salary plus your target annual bonus, each
as then in effect (the Severance Amount). Sixty percent (60%) of the Severance Amount would be
payable to you on the six-month anniversary of the date on which your employment so terminated (the
Termination Date) and the remaining 40% of the Severance Amount would be payable to you on the
twelve-month anniversary of the Termination Date. Payment of any Severance Amount will be subject
first to your execution and the effectiveness of a severance agreement to the Companys
satisfaction, which agreement will include, for example, non-competition (limited to one year),
non-solicitation, non-disparagement, confidentiality and further cooperation commitments by you as
well as a general release by you of the Company and its affiliates (and their respective directors,
officers and employees).
For purposes of this letter, Cause means, as determined by the Company, your (i) 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 (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.
You will also be eligible for our standard benefits program. Participation in our benefits program
is subject to meeting the relevant eligibility requirements, payment of the required premiums, and
the terms of the plans themselves. We currently offer medical, dental, vision, life, and accidental
death and dismemberment insurance; short- and long-term disability insurance; a savings and
retirement program; and ten (10) paid holidays. As we discussed, you will be eligible for four (4)
weeks vacation to be accrued and used in accordance with Company policy.
The Company may withhold from any payment due to you any taxes required to be withheld under any
law, rule or regulation. If and to the extent that any payment or benefit under this letter or any
plan or arrangement of the Company or its affiliates, is determined by the Company to constitute
non-qualified deferred compensation subject to Section 409A of the Internal Revenue Code of 1986
(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 (a Separation from
Service) and (b) if you are a specified
employee (within the meaning of Section 409A and as
determined by the Company), 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). Any
amount not paid in respect of the six month period specified in the preceding sentence will be paid
to you in a lump sum after the expiration of such six month period. Any such payment or benefit
shall be treated as a separate payment for purposes of Section 409A to the extent Section 409A
applies to such payments.
Joseph F.
Yospe
February 2, 2010
Page 3
February 2, 2010
Page 3
This letter reflects the entire understanding and agreement of you and the Company with respect to
the subject matter hereof and supersedes any prior understandings or agreements.
Unless the Company publicly discloses this letter, you agree to keep this letter and its terms
strictly confidential provided that you are authorized to disclose this letter and its terms to
your immediate family members and your legal, financial and tax advisers and, with prior notice to
the Company, as may be required by law.
This letter does not constitute a guarantee of employment or benefits for any definite period.
You or the Company may terminate your employment at any time, with or without notice, liability or
cause.
To the extent permitted by law, you and the Company waive any and all rights to a jury trial with
respect to any matter relating to this letter.
This letter will be governed by and construed in accordance with the law of the State of New York
applicable to contracts made and to be performed entirely within that State.
This letter will automatically expire and be of no further force and effect on the earlier of (i)
February 8, 2010 if it is not acknowledged by you below prior to such date or (ii) the Reference
Date (other than with respect to any severance obligations owed to you in accordance with this
letter as of that date).
Once again, we are all most enthusiastic about the prospect of your joining the Company and having
you join our team.
Sincerely, | ||||
/s/ Bob Pollichino | ||||
Bob Pollichino | ||||
Executive Vice President
and Chief Financial Officer Madison Square Garden, Inc. |
||||
Accepted and Agreed: |
||||
/s/ Joseph F. Yospe | ||||
Joseph F. Yospe | ||||
2/2/10 | ||||