April 20, 2023 Mr. Gautam Ranji c/o Madison Square Garden Entertainment Corp. Two Pennsylvania Plaza New York, NY 10121 Dear Gautam:Letter Agreement • April 24th, 2023 • Sphere Entertainment Co. • Services-amusement & recreation services
This letter agreement (the “Agreement”), effective as of the “Distribution” (the “Effective Date”), will confirm the terms of your employment with Sphere Entertainment Co. (formerly Madison Square Garden Entertainment Corp., the “Company”) following the Effective Date. For purposes of this Agreement, the “Distribution” shall be deemed to occur when the Company distributes approximately 67% of the issued and outstanding shares of common stock of MSGE Spinco, Inc. (to be renamed Madison Square Garden Entertainment Corp.). to the holders of the issued and outstanding shares common stock of the Company.
FORM OF PERFORMANCE RESTRICTED STOCK UNITS AGREEMENTRestricted Stock Units Agreement • April 24th, 2023 • Sphere Entertainment Co. • Services-amusement & recreation services
Pursuant to the MSG Networks Inc. 2010 Employee Stock Plan, as amended and assumed by Madison Square Garden Entertainment Corp. (the “Plan”), you have been selected by the Compensation Committee of the Board of Directors (as more fully described in Section 12, the “Committee”) of Sphere Entertainment Co. (formerly known as Madison Square Garden Entertainment Corp.) (the “Company”), effective as of [Date] (the “Grant Date”) to receive a performance restricted stock unit award (the “Award”). The Award is granted subject to the terms and conditions set forth below and in the Plan.
December 27, 2021 (amended as of closing of 2023 Spin-Off) Mr. James L. Dolan Madison Square Garden Entertainment Corp. (to be renamed Sphere Entertainment Co.) Two Pennsylvania Plaza New York, NY 10121 Dear Jim:Letter Agreement • April 24th, 2023 • Sphere Entertainment Co. • Services-amusement & recreation services
This letter agreement (the “Agreement”), effective as of August 1, 2021 (the “Effective Date”), and amended as of the “Spin-Off” (as defined below) will confirm the terms of your continued employment with Madison Square Garden Entertainment Corp. (to be renamed Sphere Entertainment Co., the “Company”) following the effective date of the “Spin-Off” (as defined below). The amendments to this Agreement shall be effective as of the closing of the Spin-Off. For purposes of this Agreement, “Spin-Off” means the distribution of approximately 67% of the issued and outstanding shares of common stock of MSGE Spinco, Inc. (to be renamed Madison Square Garden Entertainment Corp., “MSGE”) to the shareholders of the Company.
FORM OF RESTRICTED STOCK UNITS AGREEMENTRestricted Stock Units Agreement • April 24th, 2023 • Sphere Entertainment Co. • Services-amusement & recreation services
Pursuant to the 2020 Employee Stock Plan (the “Plan”), you have been selected by the Compensation Committee of the Board of Directors (as more fully described in Section 11, the “Committee”) of Sphere Entertainment Co. (formerly known as Madison Square Garden Entertainment Corp.) (the “Company”), effective as of [Date] (the “Grant Date”) to receive [#RSUs] restricted stock units (“Units”). The Units are granted subject to the terms and conditions set forth below and in the Plan.
FORM OF PERFORMANCE OPTION AGREEMENTPerformance Option Agreement • April 24th, 2023 • Sphere Entertainment Co. • Services-amusement & recreation services • New York
Pursuant to the 2020 Employee Stock Plan (the “Plan”) of Sphere Entertainment Co. (formerly known as Madison Square Garden Entertainment Corp.) (the “Company”), on [Date] (the “Effective Date”) you have been awarded nonqualified options (the “Options”) to purchase [#shares] shares of the Company’s Class A Common Stock, par value $.01 per share (“Class A Common Stock”) at a price of $[Dollars] per share. The Award is granted subject to the terms and conditions set forth below and in the Plan.
DELAYED DRAW TERM LOAN CREDIT AGREEMENT Dated as of April 20, 2023, among MADISON SQUARE GARDEN ENTERTAINMENT CORP. (to be renamed Sphere Entertainment Co.) as Borrower, and MSG ENTERTAINMENT HOLDINGS, LLC, as LenderTerm Loan Credit Agreement • April 24th, 2023 • Sphere Entertainment Co. • Services-amusement & recreation services • New York
This DELAYED DRAW TERM LOAN CREDIT AGREEMENT (this “Agreement”) is entered into as of April 20, 2023, by and among Madison Square Garden Entertainment Corp. (to be renamed Sphere Entertainment Co.), a Delaware corporation (the “Borrower”), and MSG Entertainment Holdings, LLC, a Delaware limited liability company (the “Lender”).
FORM OF OPTION AGREEMENTOption Agreement • April 24th, 2023 • Sphere Entertainment Co. • Services-amusement & recreation services • New York
Pursuant to the 2020 Employee Stock Plan (the “Plan”) of Sphere Entertainment Co. (formerly known as Madison Square Garden Entertainment Corp.) (the “Company”), on [Date] (the “Effective Date”) you have been awarded nonqualified options (the “Options”) to purchase [#shares] shares of the Company’s Class A Common Stock, par value $.01 per share (“Class A Common Stock”) at a price of $[Dollars] per share. The Award is granted subject to the terms and conditions set forth below and in the Plan.
April 20, 2023Sphere Entertainment Co. • April 24th, 2023 • Services-amusement & recreation services
This Agreement (the “Agreement”), effective as of June 5, 2023 (the “Effective Date”), will confirm the terms of your employment by Madison Square Garden Entertainment Corp. (to be renamed Sphere Entertainment Co.) (the “Company”).
