Exhibit 10.10
FORM OFNON-EMPLOYEE DIRECTOR AWARD AGREEMENT
[Full Name]
[Date]
Dear [First Name]:
Pursuant to the 2020 Stock Plan forNon-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:
1. RESTRICTED STOCK UNITS:
1.1 Each Unit shall represent a fully vested unfunded, unsecured promise by the Company to deliver to you (or, if applicable, to an Approved Transferee in accordance with Section 2 below) one share of the Company’s Class A Common Stock, par value $.01 per share (“Share”) or, in the sole discretion of the Committee pursuant to Section 6.2.2 of the Plan, cash equal to the Fair Market Value of a Share, on the first business day after the expiration of 90 days following the date on which you terminate your service as a member of the Board of Directors (the “Delivery Date”).
1.2 Notwithstanding any other provision to the contrary, if you die prior to the Delivery Date, the Shares (or cash in lieu of all or any portion thereof) corresponding to your outstanding Units shall be delivered as soon as practicable thereafter to your estate (or, if applicable, to an Approved Transferee in accordance with Section 2 below).
1.3 Prior to the Delivery Date, at or promptly after the time of distribution of any ordinary cash dividend paid by the Company in respect of the Shares, the record date for which occurs on or after the date hereof, you (or, if applicable, an Approved Transferee in accordance with Section 2 below) shall be entitled to receive an amount in cash equal to such ordinary cash dividend payment that would have been made in respect of the Shares underlying the Units, as if the Shares had been actually delivered.
1.4 Any recapitalization, change in control or going private transaction of the Company shall be treated as a “similar corporate transaction” for purposes of Section 5.2 of the Plan.
2. The Units (or any rights and obligations thereunder) granted to you may not be sold, exchanged, transferred, assigned, pledged, hypothecated or otherwise disposed of, whether voluntarily or involuntarily, other than by will or by the laws of descent and distribution, and all such Units (and any rights thereunder) shall be exercisable during your lifetime only by you or your legal representative. Notwithstanding the immediately preceding sentence, (a) the Units may be transferred to a trust or similar vehicle for the benefit of a member of your immediate family, so long as (1) you remain a trustee orco-trustee of the trust, and (2) you provide the Company with at least three (3) business days advanced written notice of any such transfer (an