Mr. Andrew Lustgarten MSG Entertainment Spinco, Inc. (to be renamed Madison Square Garden Entertainment Corp.) Two Pennsylvania Plaza New York, NY 10121 Dear Andy:Letter Agreement • March 18th, 2020 • MSG Entertainment Spinco, Inc. • Services-amusement & recreation services • New York
This letter agreement (the “Agreement”), effective as of the distribution (the “Distribution”) of the common stock of MSG Entertainment Spinco, Inc. (to be renamed Madison Square Garden Entertainment Corp., the “Company”) to the shareholders of The Madison Square Garden Company (to be renamed Madison Square Garden Sports Corp., the “MSGS”) (the “Effective Date”), will confirm the terms of your employment with the Company following the Effective Date.
TIME SHARING AGREEMENTTime Sharing Agreement • March 18th, 2020 • MSG Entertainment Spinco, Inc. • Services-amusement & recreation services • New York
THIS TIME SHARING AGREEMENT is entered into effective as of the 6th day of May, 2019, by and between MSG SPORTS & ENTERTAINMENT, LLC, a Delaware limited liability corporation with a place of business at 2 Penn Plaza, New York, New York 10121 (“Lessor”), and ANDREW LUSTGARTEN, with a mailing address c/o of The Madison Square Garden Company, 2 Penn Plaza, New York, NY 10121 (“Lessee”).
AIRCRAFT DRY LEASE AGREEMENTAircraft Dry Lease Agreement • March 18th, 2020 • MSG Entertainment Spinco, Inc. • Services-amusement & recreation services • New York
THIS AIRCRAFT DRY LEASE AGREEMENT (this “Lease”) is entered in effective as of July 1, 2018, by and between QUART 2C, LLC, a Delaware limited liability company with an address at P.O. Box 420, Oyster Bay, New York 11771 (“Lessor” or “Q2C”) and MSG SPORTS & ENTERTAINMENT, LLC, a Delaware limited liability company with an address at Two Pennsylvania Plaza, New York, New York 10121 (“Lessee” or “MSG”).
FORM OF RESTRICTED STOCK UNITS AGREEMENTRestricted Stock Units Agreement • March 18th, 2020 • MSG Entertainment Spinco, Inc. • 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 Madison Square Garden Entertainment Corp. (formerly known as MSG Entertainment Spinco, Inc.) (the “Company”), effective as of [Grant 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.
TIME SHARING AGREEMENTTime Sharing Agreement • March 18th, 2020 • MSG Entertainment Spinco, Inc. • Services-amusement & recreation services • New York
THIS TIME SHARING AGREEMENT (this “Agreement”) is entered into effective as of the 1st day of July, 2018, by and between MSG Sports & Entertainment, LLC, a Delaware limited liability company with an address at Two Pennsylvania Plaza, New York, New York 10121 (“Lessor”), and Charles F. Dolan, an individual with an address at c/o Dolan Family Office, LLC, 340 Crossways Park Drive, Woodbury, NY 11797 (“Lessee”).
FORM OF OPTION AGREEMENTOption Agreement • March 18th, 2020 • MSG Entertainment Spinco, Inc. • Services-amusement & recreation services • New York
Pursuant to the 2020 Employee Stock Plan (the “Plan”) of Madison Square Garden Entertainment Corp. (formerly known as MSG Entertainment Spinco, Inc.) (the “Company”), on [Date] (the “Effective Date”) you have been awarded nonqualified options (the “Options”) to purchase shares of the Company’s Class A Common Stock, par value $.01 per share (“Class A Common Stock”) at a price of $ per share. The Award is granted subject to the terms and conditions set forth below and in the Plan.
FORM OF PERFORMANCE RESTRICTED STOCK UNITS AGREEMENTRestricted Stock Units Agreement • March 18th, 2020 • MSG Entertainment Spinco, Inc. • 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 12, the “Committee”) of Madison Square Garden Entertainment Corp. (formerly known as MSG Entertainment Spinco, Inc.) (the “Company”), effective as of [Grant 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.
SECOND AMENDMENT TO LEASEMSG Entertainment Spinco, Inc. • March 18th, 2020 • Services-amusement & recreation services • New York
This SECOND AMENDMENT TO LEASE dated as of November 6, 2002 (this “Amendment”), between RCPI LANDMARK PROPERTIES, L.L.C., a Delaware limited liability company having an office c/o Tishman Speyer Properties, L.P., 45 Rockefeller Plaza, New York, New York 10111 (“Landlord”), and RADIO CITY PRODUCTIONS LLC, a Delaware limited liability company having an office at 1260 Avenue of the Americas, New York, New York 10020 (“Tenant”).
ARENA LICENSE AGREEMENT between MSG ARENA, LLC and NEW YORK KNICKS, LLC Dated as of , 2020Arena License Agreement • March 18th, 2020 • MSG Entertainment Spinco, Inc. • Services-amusement & recreation services • New York
This ARENA LICENSE AGREEMENT (this “Agreement”) is made as of , 2020 (the “Effective Date”) between MSG Arena, LLC, a Delaware limited liability company (“Licensor”), and New York Knicks, LLC, a Delaware limited liability company (the “Knicks”). Licensor and the Knicks are each referred to individually as a “Party” and collectively as the “Parties.”
RCPI TRUST,Lease • March 18th, 2020 • MSG Entertainment Spinco, Inc. • Services-amusement & recreation services • New York
THIS LEASE is made as of the 4th day of December, 1997, between RCPI TRUST, a Delaware business trust having an office c/o Tishman Speyer Properties, L.P., 45 Rockefeller Plaza, New York, New York 10111 (“Landlord”), and RADIO CITY PRODUCTIONS LLC, a Delaware limited liability company having an office at 1260 Avenue of the Americas, New York, New York 10020 (“Tenant”).
TRANSACTION AGREEMENTTransaction Agreement • March 18th, 2020 • MSG Entertainment Spinco, Inc. • Services-amusement & recreation services
THIS TRANSACTION AGREEMENT (this “Agreement”) is made this ____ day of March, 2020 by and among: (i) the NATIONAL HOCKEY LEAGUE, a joint venture organized as an unincorporated association (the “NHL”), (ii) NEW YORK RANGERS, LLC, a Delaware limited liability company (“Rangers LLC”), RANGERS HOLDINGS, LLC, a Delaware limited liability company (“RH LLC”), MSG NYR HOLDINGS, LLC, a Delaware limited liability company (“MSG NYR Holdings”), MSG SPORTS, LLC, a Delaware limited liability company (“MSG Sports”), and THE MADISON SQUARE GARDEN COMPANY, a Delaware corporation (to be renamed Madison Square Garden Sports Corp.) (“TMSGC”) (the entities listed in this clause (ii) are referred to collectively as the “Club Parties”); (iii) MSG ARENA, LLC, a Delaware limited liability company (“Arenaco”), and MSG ARENA HOLDINGS, LLC, a Delaware limited liability company (“Arena Holdco” and together with Arenaco, the “Arena Companies”), and (iv) MSG NATIONAL PROPERTIES, LLC, a Delaware limited liability com
ARENA LICENSE AGREEMENT between MSG ARENA, LLC and NEW YORK RANGERS, LLC Dated as of , 2020Arena License Agreement • March 18th, 2020 • MSG Entertainment Spinco, Inc. • Services-amusement & recreation services • New York
This ARENA LICENSE AGREEMENT (this “Agreement”) is made as of , 2020 (the “Effective Date”) between MSG Arena, LLC, a Delaware limited liability company (“Licensor”), and New York Rangers, LLC, a Delaware limited liability company (the “Rangers”). Licensor and the Rangers are each referred to individually as a “Party” and collectively as the “Parties.”
CREDIT AGREEMENT dated as of May 23, 2019 among TAO GROUP OPERATING LLC, as Borrower TAO GROUP INTERMEDIATE HOLDINGS LLC, as Intermediate Holdings the LENDERS party hereto, JPMORGAN CHASE BANK, N.A. and U.S. BANK NATIONAL ASSOCIATION, as Joint...Credit Agreement • March 18th, 2020 • MSG Entertainment Spinco, Inc. • Services-amusement & recreation services • New York
CREDIT AGREEMENT, dated as of May 23, 2019 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), among TAO GROUP OPERATING LLC, as the Borrower, TAO GROUP INTERMEDIATE HOLDINGS LLC, as Intermediate Holdings, the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as the Agent.
TIME SHARING AGREEMENTTime Sharing Agreement • March 18th, 2020 • MSG Entertainment Spinco, Inc. • Services-amusement & recreation services • New York
THIS TIME SHARING AGREEMENT (this “Agreement”) is entered into effective as of the __ day of ______, 20__, by and between MSG Sports & Entertainment, LLC (to be renamed MSG Entertainment Group, LLC) (“Lessor”), and MSG Sports, LLC, a limited liability company with a place of business at Two Pennsylvania Plaza, New York, New York 10121 (“Lessee”).
FLIGHT CREW SERVICES AGREEMENTFlight Crew Services Agreement • March 18th, 2020 • MSG Entertainment Spinco, Inc. • Services-amusement & recreation services
This Flight Crew Services Agreement (this “Agreement”) is made this 6th day of May, 2019 between Dolan Family Office, LLC, a New York limited liability company with an address at 340 Crossways Park Drive, Woodbury, New York 11797 (“Contractor”), and MSG Sports & Entertainment, LLC, a Delaware limited liability company with an address at 2 Pennsylvania Plaza, New York, New York 10121 (the “Customer”).
AIRCRAFT SUPPORT SERVICES AGREEMENTAircraft Support Services Agreement • March 18th, 2020 • MSG Entertainment Spinco, Inc. • Services-amusement & recreation services • New York
THIS AIRCRAFT SUPPORT SERVICES AGREEMENT (this “Agreement”) is entered into effective as of July 1, 2018 by and between MSG SPORTS & ENTERTAINMENT, LLC a Delaware limited liability company with an office at 2 Pennsylvania Plaza, New York 10121 (“MSG”); and JD & THE STRAIGHT SHOT, LLC, a New York limited liability company, with an address at P.O. Box 420, Oyster Bay, New York 11771 (“Client”).
DISTRIBUTION AGREEMENT BY AND BETWEEN THE MADISON SQUARE GARDEN COMPANY (TO BE RENAMED MADISON SQUARE GARDEN SPORTS CORP.) AND MSG ENTERTAINMENT SPINCO, INC. (TO BE RENAMED MADISON SQUARE GARDEN ENTERTAINMENT CORP.) Dated as of [●], 2020Distribution Agreement • March 18th, 2020 • MSG Entertainment Spinco, Inc. • Services-amusement & recreation services • New York
This Distribution Agreement (this “Agreement”), is dated as of [●], 2020, by and between The Madison Square Garden Company (to be renamed Madison Square Garden Sports Corp. after the Effective Time (as defined herein)), a Delaware corporation (“MSG”), and MSG Entertainment Spinco, Inc. (to be renamed Madison Square Garden Entertainment Corp. after the Effective Time), a Delaware corporation and an indirect wholly-owned subsidiary of MSG (“Spinco” and, together with MSG, the “Parties”).
FIRST AMENDMENT TO LEASELease • March 18th, 2020 • MSG Entertainment Spinco, Inc. • Services-amusement & recreation services • New York
This FIRST AMENDMENT TO LEASE dated as of February 19, 1999 (this “Amendment”), between RCPI TRUST, a Delaware business trust having an office c/o Tishman Speyer Properties, L.P., 45 Rockefeller Plaza, New York, New York 10111 (“Landlord”), and RADIO CITY PRODUCTIONS LLC, a Delaware limited liability company having an office at 1260 Avenue of the Americas, New York, New York 10020 (“Tenant”).
AIRCRAFT SUPPORT SERVICES AGREEMENTAircraft Support Services Agreement • March 18th, 2020 • MSG Entertainment Spinco, Inc. • Services-amusement & recreation services • New York
THIS AIRCRAFT SUPPORT SERVICES AGREEMENT (this “Agreement”) is entered into effective as of December 17, 2018 by and between MSG SPORTS & ENTERTAINMENT, LLC a Delaware limited liability company with an office at 2 Pennsylvania Plaza, New York 10121 (“MSG”), on the one hand; and the following operators as follows: Charles F. Dolan, Thomas C. Dolan, Deborah Dolan-Sweeney, Patrick F. Dolan, Marianne Dolan Weber, and Kathleen M. Dolan, each an individual, with their address at c/o Dolan Family Office, LLC, 340 Crossways Park Drive, Woodbury, New York 11797 (each a “Client,” and collectively, “Client” or “Clients” as appropriate), on the other hand.
CONTRIBUTION AGREEMENT BY AND AMONG THE MADISON SQUARE GARDEN COMPANY (TO BE RENAMED MADISON SQUARE GARDEN SPORTS CORP.), MSG SPORTS & ENTERTAINMENT, LLC (TO BE RENAMED MSG ENTERTAINMENT GROUP, LLC) AND MSG ENTERTAINMENT SPINCO, INC. (TO BE RENAMED...Contribution Agreement • March 18th, 2020 • MSG Entertainment Spinco, Inc. • Services-amusement & recreation services • New York
CONTRIBUTION AGREEMENT (this “Agreement”), dated as of [●], 2020, by and among THE MADISON SQUARE GARDEN COMPANY (to be renamed Madison Square Garden Sports Corp. after the Effective Time (as defined herein)), a Delaware corporation (“MSG”), MSG Sports & Entertainment, LLC (to be renamed MSG Entertainment Group, LLC), a Delaware limited liability company and a direct wholly-owned subsidiary of MSG (“MSG Entertainment”), and MSG ENTERTAINMENT SPINCO, INC. (to be renamed Madison Square Garden Entertainment Corp. after the Effective Time), a Delaware corporation (“Spinco”).
SECURITY AGREEMENTSecurity Agreement • March 18th, 2020 • MSG Entertainment Spinco, Inc. • Services-amusement & recreation services • New York
SECURITY AGREEMENT dated as of May 23, 2019 (this “Agreement”), among Tao Group Intermediate Holdings LLC (“Intermediate Holdings”), Tao Group Operating LLC (the “Borrower”), the Subsidiaries from time to time party hereto and JPMorgan Chase Bank, N.A. (“JPMCB”), as Administrative Agent and Collateral Agent (in such capacity, the “Collateral Agent”).
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TAO Group Holdings LLC dated as of January 31, 2017Limited Liability Company Agreement • March 18th, 2020 • MSG Entertainment Spinco, Inc. • Services-amusement & recreation services • Delaware
This Second Amended and Restated Limited Liability Company Agreement dated as of January 31, 2017 (this “Agreement”) is among TAO Group Holdings LLC, a Delaware limited liability company (the “Company”), MSG TG, LLC, a Delaware limited liability company (“MSG”), TG Rollover Holdco LLC, a Delaware limited liability company (“Rollover Holdco”), each of the Persons designated as a “Principal” on a signature page hereto (the “Principals”), each of the Persons designated as an “Employee Rollover Holdco Member” on a signature page hereto (the “Employee Rollover Holdco Members”), each of the Persons designated as an “Other Rollover Holdco Member” on a signature page hereto (the “Other Rollover Holdco Members”; the Principals, the Employee Rollover Holdco Members and the Other Rollover Holdco Members are referred to as the “Rollover Holdco Members”), and solely with respect to its rights and obligations under Sections 6.6 (other than 6.6(c) and 6.6(d)), 6.8, 6.9 (other than 6.9(b)) and Article
FORM OF NON-EMPLOYEE DIRECTOR AWARD AGREEMENTMSG Entertainment Spinco, Inc. • March 18th, 2020 • Services-amusement & recreation services
Pursuant to the 2020 Stock Plan for Non-Employee Directors (the “Plan”) of Madison Square Garden Entertainment Corp. (formerly known as MSG Entertainment Spinco, Inc.) (the “Company”), you have been granted, effective as of , restricted stock units (“Units”) (such grant, the “Award”). The Units are granted subject to the terms and conditions set forth in this agreement (this “Agreement”) and in the Plan:
GUARANTY OF LEASESurrender Agreement • March 18th, 2020 • MSG Entertainment Spinco, Inc. • Services-amusement & recreation services • New York
GUARANTY OF LEASE (this “Guaranty”) dated as of the 28th day of September, 2015, by MSG SPORTS & ENTERTAINMENT, LLC, a Delaware limited liability company, with an address at 2 Penn Plaza, New York, New York “Guarantor”), to RCPI LANDMARK PROPERTIES, L.L.C., a Delaware limited liability company having an address at c/o Tishman Speyer, 45 Rockefeller Plaza, New York, New York 10111 (“Landlord”).
TRANSACTION AGREEMENT dated as of January 31, 2017 among MSG TG, LLC, TG MERGER SUB, LLC, the Persons identified on the signature pages hereto as “MANAGEMENT SELLERS”, the Persons identified on the signature pages hereto as “ROLLOVER HOLDCO MEMBERS”,...Transaction Agreement • March 18th, 2020 • MSG Entertainment Spinco, Inc. • Services-amusement & recreation services • Delaware
TRANSACTION AGREEMENT (this “Agreement”), dated as of January 31, 2017, by and among MSG TG, LLC, a Delaware limited liability company (“Parent”), TG MERGER SUB, LLC, a Delaware limited liability company (“Parent Merger Sub”), the persons identified on the signature pages hereto as “Management Sellers” (each, a “Management Seller” and, collectively, “Management Sellers”), the persons identified on the signature pages hereto as “Rollover Holdco Members” (together with the Management Sellers, each, a “Rollover Holdco Member” and, collectively, “Rollover Holdco Members”), the persons identified on the signature pages hereto as “Direct Rollover Members” (each, a “Direct Rollover Member” and, collectively, “Direct Rollover Members”), the persons identified on Annex A as “Group Entities” (each (including, from and after the consummation of the Restructuring, ManagementCo), a “Group Entity” and, collectively, the “Group Entities”), TG ROLLOVER HOLDCO LLC, a Delaware limited liability company
TRANSACTION AGREEMENTTransaction Agreement • March 18th, 2020 • MSG Entertainment Spinco, Inc. • Services-amusement & recreation services • New York
Transaction Agreement (this “Agreement”), dated as of , 2020, by and among New York Knicks, LLC, a Delaware limited liability company (“Knicks LLC”), Westchester Knicks, LLC, a Delaware limited liability company (“Westchester Knicks”), Knicks Gaming, LLC, a Delaware limited liability company (“Knicks Gaming”), Knicks Holdings, LLC, a Delaware limited liability company (“Knicks Holdings”), MSG NYK Holdings, LLC, a Delaware limited liability company (“MSG NYK Holdings”), MSG Sports, LLC, a Delaware limited liability company (“MSG Sports”), The Madison Square Garden Company (to be renamed Madison Square Garden Sports Corp.), a Delaware corporation (“MSG” and together with Knicks LLC, Westchester Knicks, Knicks Gaming, Knicks Holdings, MSG NYK Holdings and MSG Sports, the “Team Parties”), MSG Arena, LLC, a Delaware limited liability company (“Arenaco”), MSG Arena Holdings, LLC, a Delaware limited liability company (“Arena Holdco” and together with Arenaco, the “Arena Companies”), MSG Natio
THIRD AMENDMENT TO LEASELease • March 18th, 2020 • MSG Entertainment Spinco, Inc. • Services-amusement & recreation services • New York
This THIRD AMENDMENT TO LEASE dated as of August 14, 2008 (this “Amendment”) between RCPI LANDMARK PROPERTIES, L.L.C., a Delaware limited liability company having an address c/o Tishman Speyer, 45 Rockefeller Plaza, New York, New York 10111 (“Landlord”), and RADIO CITY PRODUCTIONS LLC a Delaware limited liability company having an office at 1260 Avenue of the Americas, New York, New York 10020 (“Tenant”).
FIRST AMENDMENT TO GROUND LEASEGround Lease • March 18th, 2020 • MSG Entertainment Spinco, Inc. • Services-amusement & recreation services
This FIRST AMENDMENT TO GROUND LEASE (“Amendment”) is made this 14th day of November, 2018, by and among the following (individually, a “Party” and collectively the “Parties”): SANDS ARENA LANDLORD LLC, a Nevada limited liability company (“Lessor”), MSG LAS VEGAS, LLC, a Delaware limited liability company (“Lessee”), VENETIAN CASINO RESORT, LLC, a Nevada limited liability company (“VCR”), and MSG SPORTS & ENTERTAINMENT, LLC, a Delaware limited liability company (“MSG S&E”).
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • March 18th, 2020 • MSG Entertainment Spinco, Inc. • Services-amusement & recreation services
This Amendment No. 1 to Second Amended and Restated Limited Liability Company Agreement (this “Amendment”) dated as of May 23, 2019 is among TAO Group Holdings LLC, a Delaware limited liability company (the “Company”), MSG TG, LLC, a Delaware limited liability company (“MSG”), Marc Packer, Richard Wolf, Noah Tepperberg and Jason Strauss. Capitalized terms used but not defined in this Amendment have the meanings assigned to them in the Company’s Second Amended and Restated Limited Liability Company Agreement dated as of January 31, 2017, as currently in effect (the “LLC Agreement”).
GROUND LEASEGround Lease • March 18th, 2020 • MSG Entertainment Spinco, Inc. • Services-amusement & recreation services • Nevada
This GROUND LEASE (this “Lease”), dated as of July 16, 2018 (the “Lease Commencement Date”), is by and among Sands Arena Landlord LLC, a Nevada limited liability company (together with its permitted successors and assigns, “Lessor”), MSG Las Vegas, LLC, a Delaware limited liability company (together with its permitted successors and assigns, “Lessee”), Venetian Casino Resort, LLC, a Nevada limited liability company (“VCR”), and MSG Sports & Entertainment, LLC, a Delaware limited liability company (“MSG S&E”). VCR and MSG S&E join in this Lease for the purposes set forth in Section 2.3. Lessor and Lessee are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
MSG SPHERE AT THE VENETIAN CONSTRUCTION AGREEMENT Date: May 31, 2019Construction Agreement • March 18th, 2020 • MSG Entertainment Spinco, Inc. • Services-amusement & recreation services • Nevada
THIS CONSTRUCTION AGREEMENT (this “Agreement”) is made as of May 31, 2019 (the “Effective Date”), by and between MSG Las Vegas, LLC (“MSG”), and Hunt Construction Group Inc. (d/b/a AECOM Hunt), (“Contractor”) (individually, a Party and, collectively, the Parties).
FOURTH AMENDMENT TO LEASELease • March 18th, 2020 • MSG Entertainment Spinco, Inc. • Services-amusement & recreation services • New York
This FOURTH AMENDMENT TO LEASE dated as of January 24, 2011 (this “Amendment”) between RCPI LANDMARK PROPERTIES, L.L.C., a Delaware limited liability company having an address c/o Tishman Speyer, 45 Rockefeller Plaza, New York, New York 10111 (“Landlord”), and RADIO CITY PRODUCTIONS LLC a Delaware limited liability company having an office at 1260 Avenue of the Americas, New York, New York 10020 (“Tenant”).
Mr. Joseph Yospe c/o The Madison Square Garden Company Two Pennsylvania Plaza New York, NY 10121 Dear Joe:MSG Entertainment Spinco, Inc. • March 18th, 2020 • Services-amusement & recreation services • New York
In connection with the pending spin-off (the “Spin-Off”) by The Madison Square Garden Company (to be renamed Madison Square Garden Sports Corp., “MSGS”) of its MSG Entertainment Spinco, Inc. subsidiary (to be renamed Madison Square Garden Entertainment Corp., the “Company”), MSGS will assign to the Company the Employment Agreement, dated January 23, 2020, between MSGS and you (as assigned to the Company, your “Employment Agreement”). This letter (this “Amendment”) will amend your Employment Agreement effective as of the date on which the Spin-Off becomes Effective (the “Amendment Effective Date”). Capitalized terms used and not defined in this Amendment will have the meanings set forth in the Employment Agreement.
