Item 1.01 Entry into a Material Definitive Agreement.
On June 26, 2020, Madison Square Garden Entertainment Corp. (the "Company")
entered into an employment agreement with Scott S. Packman, the Executive Vice
President and General Counsel of the Company, as described more fully in
Item 5.02 below.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
The Board of Directors (the "Board") of the Company appointed Scott S. Packman
Executive Vice President and General Counsel of the Company effective July 1,
2020.
Mr. Packman, 52, served as General Counsel and Corporate Secretary of MGM
Holdings Inc. ("MGM"), the owner of the movie and television studio and
distribution company, and its subsidiaries from April 2005 to July
2016. Additionally, Mr. Packman was Senior Executive Vice President of those
companies during April 2012 to July 2016 and Executive Vice President from April
2005 to April 2012. From May 2002 to April 2005 he was Deputy General Counsel
and Senior Vice President of Metro-Goldwyn-Mayer Inc. Mr. Packman was the Chief
Strategy Officer, General Counsel, Senior Executive Vice President and Head of
Business Affairs at Sonar Entertainment Inc., an independent television
production and distribution company, from July 2019 to April 2020. Since leaving
MGM in 2016 he has also been engaged in entrepreneurial activities including
advising on strategic investment opportunities, through SSP Partners LLC (and
its predecessor), exploring the acquisition of businesses and working to develop
an internet based business. Before serving at MGM, he was General Counsel,
Executive Vice President, and Corporate Secretary at Creative Planet, Inc. from
2000 to 2001, was an Associate at O'Melveny & Myers, LLP from 1997 to 1999, and
an Associate at Rogers & Wells from 1995 to 1997. He has served as a Member of
the Board of Directors of Bet Tzedek since 2009 and is joining the Advisory
Board of The University of Texas at Austin's B.B.A program.
In connection with Mr. Packman's appointment, Mr. Packman and the Company
entered into an employment agreement dated June 26, 2020, which will become
effective as of July 1, 2020. The employment agreement provides for an annual
base salary of not less than $800,000 and, commencing with the Company's fiscal
year starting July 1, 2020, an annual target bonus equal to not less than 100%
of Mr. Packman's annual base salary. In connection with his relocation from Los
Angeles to New York City, Mr. Packman will receive a one-time special cash
payment of $250,000, payable within 30 days after the effective date of the
employment agreement. If Mr. Packman's employment with the Company terminates
prior to the first anniversary of the effective date as a result of his
resignation (other than for "good reason" as defined in the employment
agreement) or a termination by the Company for "cause" (as defined in the
employment agreement), then Mr. Packman will be required to refund to the
Company the gross amount of the special cash award. Commencing with the
Company's fiscal year starting July 1, 2020, Mr. Packman will be eligible,
subject to his continued employment by the Company, to participate in future
long-term incentive programs that are made available to similarly situated
executives of the Company. It is expected that Mr. Packman will receive one or
more annual long-term awards with an aggregate target value of not less than
$1,200,000. Under the employment agreement, Mr. Packman will be eligible to
participate in the Company's standard benefits program, subject to meeting the
relevant eligibility requirements, payment of required premiums, and the terms
of the plans.
If, on or prior to June 30, 2023, Mr. Packman's employment with the Company is
either terminated by the Company other than for cause, or by Mr. Packman for
good reason and cause does not then exist, then, subject to Mr. Packman's
execution of a separation agreement with the Company, the Company will provide
him with the following benefits and rights: (a) severance in an amount
determined at the discretion of the Company, but in no event less than two times
the sum of Mr. Packman's annual base salary and annual target bonus; (b) any
unpaid annual bonus for the fiscal year prior to the fiscal year in which such
termination occurred and a prorated annual bonus for the fiscal year in which
such termination occurred; (c) each of Mr. Packman's outstanding long-term cash
awards will immediately vest in full and will be payable to Mr. Packman to the
same extent that other similarly situated active executives receive payment;
(d) all of the time-based restrictions on each of Mr. Packman's outstanding
restricted stock or restricted stock units granted to him under the plans of the
Company will immediately be eliminated and will be payable or deliverable to
Mr. Packman subject to satisfaction of any applicable performance criteria; and
(e) each of Mr. Packman's outstanding stock options and stock appreciation
awards under the plans of the Company will immediately vest.
1
--------------------------------------------------------------------------------
If Mr. Packman's employment is terminated due to his death or disability before
June 30, 2023, and at such time cause does not exist, then, subject to execution
of a separation agreement (other than in the case of death), he or his estate or
beneficiary will be provided with the benefits and rights set forth in clauses
(b), (d) and (e) of the preceding paragraph and each of his outstanding
long-term cash awards will immediately vest in full, whether or not subject to
performance criteria and will be payable on the 90th day after the termination
of his employment; provided, that if any such long-term cash award is subject to
any performance criteria, then (i) if the measurement period for such
performance criteria has not yet been fully completed, then the payment amount
will be at the target amount for such award, and (ii) if the measurement period
for such performance criteria has already been fully completed, then the payment
amount of such award will be at the same time and to the extent that other
similarly situated executives receive payment as determined by the Compensation
Committee of the Board of the Company (subject to the satisfaction of the
applicable performance criteria).
The employment agreement contains certain covenants by Mr. Packman including a
non-competition covenant that restricts Mr. Packman's ability to engage in
competitive activities until the first anniversary of a termination of his
employment with the Company.
The above description does not purport to be complete and is qualified in its
entirety by reference to Mr. Packman's employment agreement, which is attached
as Exhibit 10.1 to this Current Report on Form 8-K and incorporated into this
Item 5.02 by reference.
Item 9.01 Exhibits.
(d) Exhibits
10.1 Employment Agreement, dated June 26, 2020, between the Company and
Scott S. Packman.
104 Cover Page Interactive Dara File (embedded within the Inline XBRL
document).
2
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
SPHERE ENTERTAINMENT CO. 
