Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Employment Agreement with Andrew Lustgarten
On December 16, 2021, Madison Square Garden Sports Corp. (the "Company") and
Andrew Lustgarten, the President and Chief Executive Officer of the Company,
entered into an employment agreement (the "Lustgarten Employment Agreement"),
effective as of January 1, 2022. The Lustgarten Employment Agreement replaces
Mr. Lustgarten's existing employment agreement with the Company.
The Lustgarten Employment Agreement provides for an annual base salary of not
less than $1,000,000. Mr. Lustgarten will be eligible to participate in the
Company's discretionary annual cash incentive program with an annual target
bonus equal to not less than 200% of his annual base salary. Mr. Lustgarten will
also continue to participate in future long-term incentive programs that are
made available to similarly situated executives of the Company, subject to
Mr. Lustgarten continued employment by the Company. It is expected that
Mr. Lustgarten will receive annual grants of cash and/or equity long-term
incentive awards with an aggregate target value of not less than $4,000,000 as
determined by the Compensation Committee of the Board in its discretion. For the
Company's fiscal year ending June 30, 2022, Mr. Lustgarten will be entitled to a
mid-year grant with a target value of $700,000 to reflect the increased target
value for such fiscal year. Mr. Lustgarten 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 December 31, 2024 (the "Lustgarten Scheduled Expiration
Date"), Mr. Lustgarten's employment with the Company is terminated (i) by the
Company other than for "cause" or (ii) by Mr. Lustgarten for "good reason" as
defined in the agreement (so long as "cause" does not then exist), then, subject
to Mr. Lustgarten's execution of a separation agreement with the Company, the
Company will provide him with the following benefits and rights: (a) a severance
payment in an amount determined at the discretion of the Company, but in no
event less than two times the sum of Mr. Lustgarten'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. Lustgarten's outstanding long-term cash awards will immediately vest in full
and will be payable to Mr. Lustgarten to the same extent that other similarly
situated active executives receive payment; (d) all of the time-based
restrictions on each of Mr. Lustgarten'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. Lustgarten
subject to satisfaction of any applicable performance criteria; and (e) each of
Mr. Lustgarten's outstanding stock options and stock appreciation awards under
the plans of the Company will immediately vest.
If Mr. Lustgarten ceases to be an employee of the Company prior to the
Lustgarten Scheduled Expiration Date due to death or disability, Mr. Lustgarten
(or his estate or beneficiary) will be provided with the benefits and rights set
forth in (b), (d) and (e) above. Additionally, each of Mr. Lustgarten's
outstanding long-term cash awards will immediately vest in full and will be
payable; provided that if any such 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 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 (subject to the
satisfaction of the applicable performance criteria).
If after the Lustgarten Scheduled Expiration Date, Mr. Lustgarten's employment
with the Company is terminated (i) by the Company, (ii) by Mr. Lustgarten for
good reason or (iii) due to his death or disability and at the time of any such
termination, "cause" does not exist, then, subject to Mr. Lustgarten's execution
of a separation agreement (other than in the case of death), Mr. Lustgarten (or
his estate or beneficiary) will be provided with the benefits and rights set
forth in (b), (d) and (e) of the second preceding paragraph.
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The Lustgarten Employment Agreement contains certain covenants by Mr. Lustgarten
including a non-competition covenant that restricts Mr. Lustgarten's ability to
engage in competitive activities until the first anniversary of a termination of
his employment with the Company.
The foregoing description of the Lustgarten Employment Agreement does not
purport to be complete and is subject to, and qualified in its entirety by, the
full text of the Lustgarten Employment Agreement, a copy of which is filed as
Exhibit 10.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description of Exhibit
10.1 Employment Agreement, dated as of December 16, 2021, between the
Madison Square Garden Sports Corp. and Andrew Lustgarten. †
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
† This exhibit is a management contract or a compensatory plan or arrangement.
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MADISON SQUARE GARDEN SPORTS CORP. 
