Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On September 28, 2021, AMC Networks Inc. (the "Company") entered into a
separation agreement (the "Agreement") with Edward A. Carroll. Pursuant to the
Agreement, the Company waived the requirement that Mr. Carroll provide at least
six months advance written notice of Mr. Carroll's intent to terminate
employment after the scheduled expiration date of the employment agreement dated
October 13, 2016 (the "Employment Agreement"). The Agreement provides Mr.
Carroll's notice of intent to terminate his employment such that his last day of
employment will be December 31, 2021 or any earlier date that the Company
terminates Mr. Carroll's employment for Cause (the last date of Mr. Carroll's
employment, the "Separation Date"). Effective as of October 1, 2021 through the
Separation Date, Mr. Carroll will have such roles and reporting and
responsibilities as are assigned to him from time to time by the Company, if
any.
Following the occurrence of the Separation Date, and provided that Mr. Carroll's
employment has not been terminated for Cause (as defined in the Employment
Agreement), (A) the Company will provide Mr. Carroll with the benefits and
rights set forth in his Employment Agreement in the event of a qualifying
termination of employment after the scheduled expiration date subject to Mr.
Carroll's execution of a release and each of the long-term cash incentive awards
that Mr. Carroll holds as of the Separation Date that are scheduled to vest in
calendar years 2023 and 2024 shall be deemed earned on the regularly scheduled
vesting dates at the target performance level, and (B) the Company will arrange
for continuation of medical, dental and/or vision coverage for Mr. Carroll and,
as applicable, his eligible dependents, for up to 24 months.
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