FORM OF AMC NETWORKS INC NON-EMPLOYEE DIRECTOR AWARD AGREEMENT



 Exhibit 10.4 
 NON-EMPLOYEE DIRECTOR AGREEMENT 
 [Full Name of Director] 

[Date] 
 Dear
[Name         ]: 
 Pursuant to the AMC Networks Inc. (the “Company”) 2011
Amended and Restated Stock Plan for Non-Employee Directors (the “Plan”), you have been granted, effective as of June 5, 2012, [#] restricted stock units (“Units”), representing the number of shares of AMC Networks Inc.
Class A common stock, par value $.01 per share (“Shares”), equal to $[                    ] divided by
$[                    ], the twenty (20) trading day average closing price of a Share on The Nasdaq Stock Market LLC concluding on
June 4, 2012. The Units are granted subject to the terms and conditions set forth below 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 one 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. 

  
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 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 shall be entitled to receive an amount in cash equal to such regular cash dividend payment
that would have been made in respect of the Shares underlying the Units, as if the Shares had been actually delivered. 
  

	 	2.	NONTRANSFERABILITY OF UNITS 

 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, the
Committee may permit, under such terms and conditions that it deems appropriate in its sole discretion, you to transfer any Unit to any person or entity that the Committee so determines. Any assignment in violation of the provisions of this Section
or Section 11 of the Plan shall be void. 
  

	 	3.	COMPLIANCE WITH LAWS 

 It is the Company’s intent that the award of Units granted comply in all respects with Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the “Act”). All actions with respect to
Units 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 Units granted thereunder to the Rule’s requirements. 

  
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	 	4.	TAX WITHHOLDING 


If the Company shall be required to withhold any amounts by reason of any federal, state or local tax laws, rules or regulations in
respect of the Units, you shall make available to the Company, promptly when requested by the Company, sufficient funds 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 available to the Company out of any funds or property to become due to you. 
  

	 	5.	SECTION 409A 

 It
is the Company’s intent that the award of Units comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) and that the award be administered and interpreted accordingly.
If and to the extent that any payment or benefit under the award is determined by the Company to constitute “non-qualified deferred compensation” subject to Section 409A and is payable to you by reason of your termination of
employment, then (a) such payment or benefit shall be made or provided to you only upon a “separation from service” as defined for purposes of Section 409A under applicable regulations and (b) if you are a “specified
employee” (within the meaning of Section 409A and as determined by the Company), such payment or benefit shall not be made or provided before the date that is six months after the date of your separation from service (or earlier death).
Notwithstanding any provision of Sections 3.2, 7 or 9 of the Plan to the contrary, any amendment to the terms of any outstanding award or any delay in the issuance or delivery of Shares shall comply with Section 409A. 

  
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	 	6.	GENERAL 

 The
Units granted by this letter are being issued pursuant and subject to the Plan. Capitalized terms used herein without definition shall have the meanings given to such terms that are defined in the Plan. 

 

			
	AMC NETWORKS INC.
		
	By:	 	 
		 	Joshua Sapan
		 	Chief Executive Officer and President


 By your electronic signature, you (i) acknowledge that a complete copy of the Plan and the
final execution version of this Agreement have been made available to you and (ii) agree to all of the terms and conditions set forth in the Plan and this Agreement. 

  
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