exv10w6






Exhibit 10.6




Madison Square Garden, Inc. 2009 Stock Plan For Non-Employee Directors




     1. Purpose. The purposes of the Madison Square Garden, Inc. 2009 Stock Plan for Non-Employee
Directors are to attract and retain individuals who are not employees of the Company as members of
the Board of Directors, by encouraging them to acquire a proprietary interest in the Company which
is parallel to that of the stockholders of the Company.



     2. Definitions. The following terms shall have the respective meanings assigned to them as
used herein:



     (a) “Award” shall mean an Option, Restricted Stock Unit and other stock-based award granted
under the Plan.



     (b) “Award Agreement” shall mean an agreement which may be entered into by a Participant and
the Company, setting forth the terms and provisions applicable to Awards granted to such
Participant.



     (c) “Board of Directors” shall mean the Board of Directors of the Company, as constituted at
any time.



     (d) “Committee” shall mean the Compensation Committee of the Board of Directors, as described
in Section 3.



     (e) “Company” shall mean Madison Square Garden, Inc., a Delaware corporation.



     (f) “Consent” shall mean (i) any listing, registration or qualification requirement in respect
of an Award or Share with respect to any securities exchange or under any federal, state or local
law, rule or regulation, (ii) any and all written agreements and representations by the Participant
with respect to the disposition of Shares, or with respect to any other matter, which the Committee
may deem necessary or desirable to comply with the terms of any such listing, registration or
qualification requirement or to obtain an exemption therefrom, (iii) any and all other consents,
clearances and approvals in respect of an action under the Plan by any governmental or other
regulatory body or any stock exchange or self-regulatory agency, (iv) any and all consents by the
Participant to (A) the Company’s supplying to any third party recordkeeper of the Plan such
personal information as the Committee deems advisable to administer the Plan and (B) the Company’s
imposing sales and transfer procedures and restrictions on Shares delivered under the Plan and (v)
any and all other consents or authorizations required to comply with, or required to be obtained
under law.



     (g) “Fair Market Value” on a specified date shall mean the closing price for a Share on the
stock exchange, if any, on which such Shares are primarily traded, but if no Shares were traded on
such date, the average of the bid and asked closing prices at which one Share is traded on the
over-the-counter market, as reported



 









 







on the National Association of Securities Dealers Automated Quotation System, or, if none of
the above is applicable, the value of a Share as established by the Committee for such date using
any reasonable method of valuation.



     (h) “GAAP” shall mean accounting principles generally accepted in the United States of
America.



     (i) “Non-Employee Director” shall mean a member of the Board of Directors who is not a current
employee of the Company or its subsidiaries.



     (j) “Option” shall mean an option granted pursuant to Section 6.1 of the Plan.



     (k) “Participant” shall mean a Non-Employee Director who has been granted an Award under the
Plan.



     (l) “Plan” shall mean the Madison Square Garden, Inc. 2009 Stock Plan for Non-Employee
Directors, as amended from time to time.



     (m) “Restricted Stock Unit” shall mean a restricted stock unit granted pursuant to Section 6.2
of the Plan, each such unit representing an unfunded and unsecured promise to deliver a Share (or
cash or other property equal in value to the Share).



     (n) “Share” shall mean a share of Madison Square Garden, Inc. Class A Common Stock, par value
$0.01 per share.



     3. Plan Administration.



     3.1. Committee. The Plan shall be administered by the Committee, which shall consist of at
least two members of the Board of Directors who shall be appointed by, and shall serve at the
pleasure of, the Board of Directors. Except as otherwise determined by the Board of Directors, the
members of the Committee shall be “non-employee directors” under Rule 16b-3 of the Securities
Exchange Act of 1934 (the “Exchange Act”); provided, however, that the failure of the Committee to
be so comprised shall not cause any Award to be invalid. The Committee may delegate any of its
powers under the Plan to a subcommittee of the Committee (which hereinafter shall also be referred
to as the Committee). It is expected and permitted that members of the Committee shall be
Participants.



     3.2. Authority. The Committee shall have full authority, subject to the terms of the Plan
(including Section 12), to (a) exercise all of the powers granted to it under the Plan, (b)
construe, interpret and implement the Plan and all Awards and Award Agreements, (c) prescribe,
amend and rescind rules and regulations relating to the Plan, including rules governing its own
operations, (d) make all determinations necessary or advisable in administering the Plan, (e)
correct any defect, supply any omission and



 









 







reconcile any inconsistency in the Plan, (f) amend the Plan, (g) grant Awards and determine
who shall receive Awards and the terms and conditions of such Awards, (h) amend any outstanding
Award in any respect, including, without limitation, to (1) accelerate the time or times at which
the Award becomes vested or unrestricted or may be exercised or at which Shares are delivered under
the Award (and, without limitation on the Committee’s rights, in connection with such acceleration,
the Committee may provide that any Shares delivered pursuant to such Award shall be subject to
vesting, transfer, forfeiture or repayment provisions similar to those in the Participant’s
underlying Award) or (2) waive or amend any restrictions or conditions applicable to such Award, or
impose new restrictions or conditions and (i) determine at any time whether, to what extent and
under what circumstances and method or methods (1) Awards may be (A) settled in cash, Shares, other
securities, other Awards or other property, (B) exercised or (C) canceled, forfeited or suspended
or (2) Shares, other securities, cash, other Awards or other property and other amounts payable
with respect to an Award may be deferred either automatically or at the election of the Participant
or of the Committee. The enumeration of the foregoing powers is not intended and should not be
construed to limit in any way the authority of the Committee under the Plan which is intended, to
the fullest extent permitted by law, to be plenary. The Plan, and all such rules, regulations,
determinations and interpretations, shall be binding and conclusive upon the Company, its
stockholders and all Participants, and upon their respective legal representatives, heirs,
beneficiaries, successors and assigns and upon all other persons claiming under or through any of
them.



     3.3. Liability. No member of the Board of Directors or the Committee or any employee of the
Company or any of its affiliates (each such person a “Covered Person”) shall have any liability to
any person (including, without limitation, any Participant) for any action taken or omitted to be
taken or any determination made in good faith with respect to the Plan or any Award. Each Covered
Person shall be indemnified and held harmless by the Company against and from any loss, cost,
liability or expense (including attorneys’ fees) that may be imposed upon or incurred by such
Covered Person in connection with or resulting from any action, suit or proceeding to which such
Covered Person may be a party or in which such Covered Person may be involved by reason of any
action taken or omitted to be taken under the Plan and against and from any and all amounts paid by
such Covered Person, with the Company’s approval, in settlement thereof, or paid by such Covered
Person in satisfaction of any judgment in any such action, suit or proceeding against such Covered
Person, provided that the Company shall have the right, at its own expense, to assume and defend
any such action, suit or proceeding and, once the Company gives notice of its intent to assume the
defense, the Company shall have sole control over such defense with counsel of the Company’s
choice. The foregoing right of indemnification shall not be available to a Covered Person to the
extent that a court of competent jurisdiction in a final judgment or other final adjudication, in
either case, not subject to further appeal, determines that the acts or omissions of such Covered
Person giving rise to the indemnification claim resulted from such Covered Person’s bad faith,
fraud or willful criminal act or omission. The foregoing right of indemnification shall not be
exclusive of any other rights of indemnification to which Covered Persons may be entitled under the
Company’s



 









 







Certificate of Incorporation or by-laws, as a matter of law, or otherwise, or any other power
that the Company may have to indemnify such persons or hold them harmless.



     4. Eligibility. All Non-Employee Directors are eligible for the grant of Awards.



     5. Shares Subject to the Plan.



     5.1. Number. The aggregate number of Shares that may be subject to Awards granted under this
Plan shall not exceed [•], which may be either treasury Shares or authorized but unissued Shares.
To the extent that (i) an Award shall be paid, settled or exchanged or shall expire, lapse,
terminate or be cancelled for any reason without the issuance of Shares or (ii) any Shares under an
Award are not issued because of payment or withholding obligations, then the Committee may also
grant Awards with respect to such Shares. Awards payable only in cash or property other than
Shares shall not reduce the aggregate remaining number of Shares with respect to which Awards may
be made under the Plan and Shares relating to any other Awards that are settled in cash or property
other than Shares, when settled, shall be added back to the aggregate remaining number of Shares
with respect to which Awards may be made under the Plan. The maximum number of Shares that may be
issued under the Plan shall be adjusted by the Committee as appropriate to account for the
adjustments provided for in Section 5.2 hereof. Any Shares with respect to which the Company
becomes obligated to make Awards through the assumption of, or in substitution for, outstanding
awards previously granted by an acquired entity, shall not count against the Shares available to be
delivered pursuant to Awards under this Plan.



     5.2. Adjustment in Capitalization. In the event that any dividend or other distribution
(whether in the form of cash, Shares, other securities, or other property), recapitalization,
forward or reverse stock split, reorganization, merger, consolidation, spin-off, combination,
repurchase, share exchange, liquidation, dissolution or other similar corporate transaction or
event affects Shares such that the failure to make an adjustment to an Award would not fairly
protect the rights represented by the Award in accordance with the essential intent and principles
thereof (each such event, an “Adjustment Event”), then the Committee shall, in such manner as it
may determine to be equitable in its sole discretion, adjust any or all of the terms of an
outstanding Award (including, without limitation, the number of Shares covered by such outstanding
Award, the type of property to which the Award is subject and the exercise price of such Award). In
determining adjustments to be made under this Section 5.2, the Committee may take into account such
factors as it determines to be appropriate, including without limitation (i) the provisions of
applicable law and (ii) the potential tax or accounting consequences of an adjustment (or not
making an adjustment) and, in light of such factors or others, may make adjustments that are not
uniform or proportionate among outstanding Awards. Any fractional shares or securities payable
upon the exercise of an Award as a result of an adjustment pursuant to this Section 5.2 shall, at
the election of the Committee, be



 









 







payable in cash, Shares, or a combination thereof, on such bases as the Committee may
determine in its sole discretion.



     6. Terms and Conditions of Awards.



     6.1. Options.



     6.1.1 Terms and Conditions. The form, terms and conditions of each Option shall be determined
by the Committee and shall be set forth in an Award Agreement. Such terms and conditions may
include, without limitation, provisions relating to the vesting and exercisability of such Options
as well as the conditions or circumstances upon which such Options may be accelerated, extended,
forfeited or otherwise modified; provided, however, that unless the Award Agreement states
otherwise, all Options granted under the Plan shall be fully vested and exercisable on the date of
grant. All or any part of any unexercised Options granted to any Participant, to the extent not
otherwise exercisable, may be made exercisable upon the occurrence of such special circumstances or
events as determined in the sole discretion of the Committee.



     6.1.2 Exercise Price. The exercise price per Share of the Shares to be purchased pursuant to
each Option shall be fixed by the Committee at the time an Option is granted, but in no event shall
it be less than the Fair Market Value of a Share on the date on which the Option is granted. Such
exercise price shall thereafter be subject to adjustment as required by the Award Agreement
relating to each Option or Section 5.2 hereof.



     6.1.3 Duration of Options. The duration of any Option granted under this Plan shall be for a
period fixed by the Committee but shall, except as described in the next sentence, in no event be
more than ten (10) years. Notwithstanding the foregoing, an Award Agreement may provide that, in
the event the Participant dies while the Option is outstanding, the Option will remain outstanding
until the first anniversary of the Participant’s date of death, and whether or not such first
anniversary occurs prior to or following the expiration of ten (10) years from the date the Option
was granted.



     6.1.4 Written Notice for Exercise. An Option shall be exercised by the delivery to any person
who has been designated by the Company for the purpose of receiving the same, of a written notice
duly signed by the Participant (or the representative of the estate or the heirs of a deceased
Participant) to such effect (or electronic notice in a manner, if any, previously approved by the
Company).



     6.1.5 Payment. Unless the Company chooses to settle an Option in cash, Shares or a
combination thereof pursuant to Section 6.1.6 hereof, the Participant shall be required to deliver
to the Company, within five (5) days of the delivery of the notice described above, either cash, a
check payable to the order of the Company, Shares duly endorsed over to the Company (which Shares
shall be valued at their Fair Market Value as of the date preceding the day of such exercise) or
any combination of such



 









 







methods, which together amount to the full exercise price of the Shares purchased pursuant to
the exercise of the Option. Notwithstanding the preceding sentence, the Company and the
Participant may agree upon any other reasonable manner of providing for payment of the exercise
price of the Option. Except to the extent the Committee chooses to settle any Option in cash
pursuant to Section 6.1.6 hereof, within a reasonable time after exercise of an Option the Company
shall either issue to the Participant a certificate representing the Shares purchased pursuant to
the exercise of the Option or credit the number of such Shares to a book-entry account. To the
extent the Committee chooses to settle any Option in cash pursuant to Section 6.1.6, within a
reasonable time after exercise of an Option, the Company shall cause to be delivered to the person
entitled thereto a payment for the amount payable pursuant to the exercise of the Option.



     6.1.6 Settlement of an Option. When an Option is exercised pursuant to Section 6.1.4 hereof,
the Committee, in its sole discretion, may elect, in lieu of issuing Shares pursuant to the terms
of the Option, to settle the Option by paying the Participant an amount equal to the product
obtained by multiplying (i) the excess of the Fair Market Value of one Share on the date the Option
is exercised over the exercise price of the Option (the “Option Spread”) by (ii) the number of
Shares with respect to which the Option is exercised. The amount payable to the Participant in
these circumstances shall be paid by the Company either in cash or in Shares having a Fair Market
Value equal to the Option Spread, or a combination thereof, as the Committee shall determine at the
time the Option is exercised or at the time the Option is granted.



     6.2. Restricted Stock Units.



     6.2.1 Terms and Conditions. The form, terms and conditions of each Restricted Stock Unit
shall be determined by the Committee and shall be set forth in an Award Agreement. Such terms and
conditions may include, without limitation, the conditions or circumstances upon which such
Restricted Stock Unit will be paid, forfeited or otherwise modified, and the date or dates upon
which any Shares, cash or other property shall be delivered to the Participant in respect of the
Restricted Stock Units; provided, however, that unless the Award Agreement states otherwise, all
Restricted Stock Units granted under the Plan shall be fully vested on the date of grant and shall
be payable on such date as determined by the Committee. All or any part of any Restricted Stock
Units granted to any Participant, to the extent not otherwise paid, may be paid to the Participant
upon the occurrence of such special circumstances or events as determined in the sole discretion of
the Committee.



     6.2.2 Settlement of Restricted Stock Units. The Committee, in its sole discretion, may
instruct the Company to pay on the date when Shares would otherwise be issued pursuant to a
Restricted Stock Unit, in lieu of such Shares, a cash amount equal to the number of such Shares
multiplied by the Fair Market Value of a Share on the date when Shares would otherwise have been
issued. If a Participant is entitled to receive other stock, securities or other property as a
result of adjustment, pursuant to Section 5.2 hereof, the Committee, in its sole discretion, may
instruct the Company to pay, in lieu of



 









 







such other stock, securities or other property, cash equal to the fair market value thereof as
determined in good faith by the Committee. Until the delivery of such Shares, cash, securities or
other property, the rights of a Participant with respect to a Restricted Stock Unit shall be only
those of a general unsecured creditor of the Company.



     6.2.3 Right to Receive Dividends on Restricted Stock Units. Unless the Committee determines
otherwise, during the period prior to payment of the Restricted Stock Unit, all ordinary cash
dividends (as determined by the Committee in its sole discretion) that would have been paid upon
any Share underlying a Restricted Stock Unit had such Shares been issued shall be paid only at the
time and to the extent such Restricted Stock Unit is vested.



     6.3. Grant of Other Stock-Based Awards. The Committee may grant other types of equity-based
or equity-related Awards (including, without limitation, restricted Shares, unrestricted Shares and
stock appreciation rights) in such amounts and subject to such terms and conditions as the
Committee shall determine. Such Awards may entail the transfer of actual Shares, or payment in
cash or otherwise of amounts based on the value of Shares.



     7. No Rights of a Stockholder. A Participant shall not have any of the rights or privileges
of a stockholder of the Company with respect to the Shares subject to an Award unless and until
such Shares have been issued and have been duly registered in the Participant’s name. Thereupon,
such Participant shall have full voting, dividend and other ownership rights with respect to such
Shares. The Company will not be obligated to issue or deliver any Shares unless and until all
legal matters in connection with the issuance and delivery of Shares have been approved by the
Company’s counsel and the Company’s counsel determines that all applicable federal, state and other
laws and regulations have been complied with and all listing requirements for relevant stock
exchanges have been met.



     8. Compliance with Rule 16b-3. It is the Company’s intent that the Plan comply in all
respects with Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Act”). If any
provision of the Plan is later found not to be in compliance with such Rule, the provision shall be
deemed null and void. All actions with respect to Awards under the Plan shall be executed in
accordance with the requirements of Section 16 of the Act, as amended, and any regulations
promulgated thereunder. To the extent that any of the provisions contained herein do not conform
with Rule 16b-3 of the Act or any amendments thereto or any successor regulation, then the
Committee may make such modifications so as to conform the Plan and any Awards granted thereunder
to the Rule’s requirements.



     9. Consents. If the Committee shall at any time determine that any Consent is necessary or
desirable as a condition of, or in connection with, the granting of any Award, the delivery of
Shares or the delivery of any cash, securities or other property under the Plan, or the taking of
any other action, then such action shall not be taken, in



 









 







whole or in part, unless and until such Consent shall have been effected or obtained to the
full satisfaction of the Committee.



     10. Withholding. If the Company shall be required to withhold any amounts by reason of a
federal, state or local tax laws, rules or regulations in respect of any Award, the Company shall
be entitled to deduct or withhold such amounts from any payments (including, without limitation
Shares which would otherwise be issued to the Participant pursuant to the Award; provided that, to
the extent desired for GAAP purposes, such withholding shall not exceed the statutory minimum
amount required to be withheld) to be made to the Participant. In any event, the Participant shall
make available to the Company, promptly when requested by the Company, sufficient funds or Shares
to meet the requirements of such withholding and the Company shall be entitled to take and
authorize such steps as it may deem advisable in order to have such funds made available to the
Company out of any funds or property due to the Participant.



     11. Non-Transferability of Awards. Unless the Committee shall permit (on such terms and
conditions as it shall establish) an Award to be transferred to a member of the Participant’s
immediate family or to a trust or similar vehicle for the benefit of members of the Participant’s
immediate family (collectively, the “Permitted Transferees”), no Award shall be assignable or
transferable except by will or by the laws of descent and distribution, and except to the extent
required by law, no right or interest of any Participant shall be subject to any lien, obligation
or liability of the Participant. All rights with respect to Awards granted to a Participant under
the Plan shall be exercisable during the Participant’s lifetime only by such Participant or, if
applicable, the Permitted Transferees.



     12. Administration and Amendment of Plan. The Board of Directors or the Committee may
discontinue the Plan at any time and from time to time may amend or revise the terms of the Plan or
any Award Agreement, as permitted by applicable law, except that it may not (a) make any amendment
or revision in a manner unfavorable to a Participant (other than if immaterial), without the
consent of the Participant or (b) make any amendment or revision without the approval of the
stockholders of the Company if such approval is required by the rules of an exchange on which
Shares are traded. Consent of the Participant shall not be required solely pursuant to the
previous sentence in respect of any adjustment made pursuant to Section 5.2 except to the extent
the terms of an Award Agreement expressly refer to an Adjustment Event, in which case such terms
shall not be amended in a manner unfavorable to a Participant (other than if immaterial) without
such Participant’s consent.



     13. Effective Date. The Plan shall become effective upon approval by the stockholders of the
Company.



     14. Severability. If any of the provisions of this Plan or any Award Agreement is finally
held to be invalid, illegal or unenforceable (whether in whole or in part), such provision shall be
deemed modified to the extent, but only to the extent, of



 









 







such invalidity, illegality or unenforceability and the remaining provisions shall not be
affected thereby; provided that, if any of such provisions is finally held to be invalid, illegal,
or unenforceable because it exceeds the maximum scope determined to be acceptable to permit such
provision to be enforceable, such provision shall be deemed to be modified to the minimum extent
necessary to modify such scope in order to make such provision enforceable hereunder.



     15. Plan Headings. The headings in this Plan are for the purpose of convenience only and are
not intended to define or limit the construction of the provisions hereof.



     16. Non-Uniform Treatment. The Committee’s determinations under the Plan need not be uniform
and may be made by it selectively among Participants (whether or not such Participants are
similarly situated). Without limiting the generality of the foregoing, the Committee shall be
entitled, among other things, to make non-uniform and selective determinations, amendments and
adjustments, and to enter into non-uniform and selective Award Agreements, as to the terms and
provisions of Awards under the Plan.



     17. Governing Law. The Plan and any Award Agreements shall be governed by, and construed in
accordance with, the laws of the state of Delaware, without reference to principles of conflicts of
laws.



     18. Successors and Assigns. The terms of the Plan shall be binding upon and inure to the
benefit of the Company and its successors and assigns.



     19. Duration. This Plan shall remain in effect until [•] unless sooner terminated by the
Committee or the Board of Directors. Awards theretofore granted may extend beyond that date in
accordance with the provisions of the Plan.