| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Employment Agreement with Philip D’Ambrosio
On March 24, 2026, Madison Square Garden Entertainment Corp. (the “Company”) entered into an employment agreement with Philip D’Ambrosio, the Company’s Executive Vice President and Treasurer, effective as of April 1, 2026 (the “Employment Agreement”) in connection with the expiration of the prior employment agreement with Mr. D’Ambrosio.
The Employment Agreement provides for an annual base salary of not less than $750,000. Mr. D’Ambrosio will be eligible to participate in the Company’s annual bonus program with an annual target bonus equal to not less than 100% of annual base salary. He will be eligible, subject to his continued employment by the Company, to participate in such long-term incentive programs that are made available in the future to similarly situated executives of the Company. It is expected that Mr. D’Ambrosio will receive one or more annual long-term awards with an aggregate target value of not less than $1,400,000. Mr. D’Ambrosio 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 March 31, 2029 (the “Scheduled Expiration Date”), Mr. D’Ambrosio’s employment with the Company is terminated (i) by the Company other than for “cause” (as defined in the Employment Agreement), or (ii) by Mr. D’Ambrosio for “good reason” (as defined in the Employment Agreement) and so long as cause does not then exist, then, subject to Mr. D’Ambrosio’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 the sum of Mr. D’Ambrosio’s annual base salary and annual target bonus; and (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. If Mr. D’Ambrosio’s employment is terminated due to his death or “disability” (as defined in the Employment Agreement) prior to the Scheduled Expiration Date, 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 clause (b) above. If, after the Scheduled Expiration Date, Mr. D’Ambrosio’s employment is terminated by the Company other than for cause, by Mr. D’Ambrosio for good reason or due to his death or disability, and at such time cause does not exist, then, subject to execution of a separation agreement, he or his estate or beneficiary will be provided with the benefits and rights set forth in clause (b) above.
If Mr. D’Ambrosio’s employment is terminated by Mr. D’Ambrosio on or prior to the Scheduled Expiration Date for any reason on at least 90 days’ prior written notice, and at such time cause does not exist, then, subject to execution of a separation agreement, (i) each of Mr. D’Ambrosio’s outstanding long-term cash awards will immediately vest in full and will be payable to Mr. D’Ambrosio to the same extent that other similarly situated active executives receive payment; (ii) all of the time-based restrictions on each of Mr. D’Ambrosio’s outstanding unvested restricted stock or restricted stock units (including restricted stock units subject to performance criteria) will immediately be eliminated and will be payable or deliverable to Mr. D’Ambrosio subject to satisfaction of any applicable performance criteria; and (iii) each of Mr. D’Ambrosio’s outstanding stock options and stock appreciation awards, if any, will immediately vest.
The Employment Agreement contains certain covenants by Mr. D’Ambrosio, including a noncompetition agreement that restricts Mr. D’Ambrosio’s ability to engage in competitive activities until the first anniversary of a termination of his employment with the Company on or prior to the Scheduled Expiration Date.
The description above is qualified in its entirety by reference to the Employment Agreement, which is attached as Exhibit 10.1 hereto and incorporated into this Item 5.02 by reference.
