Browse EX-10 agreements

**MSG RANGERS CORP. **

**(formerly known as MSGS Spinco, Inc.) **

**Executive Deferred Compensation Plan **

MSG Rangers Corp. (formerly known as MSGS Spinco, Inc.) has established the MSG Rangers Corp. Executive Deferred Compensation Plan for the purpose of permitting a select group of highly-compensated employees to defer the employee’s annual base salary and bonus into the Plan with returns on such deferrals tracking the performance of certain investments. The Company hereby adopts the Plan as of the Effective Date.

***Article 1. Definitions ***

Whenever the following words and phrases are used in the Plan, with the first letter capitalized, they shall have the meanings specified below.

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**Execution Version **

**CERTAIN CONFIDENTIAL INFORMATION, IDENTIFIED BY BRACKETED ASTERISKS “[*****]”, HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. **

**ARENA LICENSE AGREEMENT **

**between **

**MSG ARENA, LLC **

**and **

**NEW YORK RANGERS, LLC **

Dated as of April 15, 2020

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**ARENA LICENSE AGREEMENT **

This ARENA LICENSE AGREEMENT (this “Agreement”) is made as of April 15, 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.”

***RECITALS ***

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Form of SpinCo PSU – In Respect of Existing MSGS PSUs

**FORM OF PERFORMANCE RESTRICTED STOCK UNITS AGREEMENT **

Dear [Participant Name]:

Pursuant to MSG Knickerbockers Corp.’s 2015 Employee Stock Plan, as amended, on [Date] (the “Grant Date”), you were granted performance restricted stock units, each of which represents an unfunded, unsecured promise by MSG Knickerbockers Corp. (formerly known as Madison Square Garden Sports Corp.) (“MSG Knickerbockers”) to deliver to you one share of MSG Knickerbockers Class A Common Stock. In conjunction with the spin-off of MSG Rangers Corp. (formerly known as MSGS Spinco, Inc.) (the “Company”) from MSG Knickerbockers on [Date] (the “Distribution Date”), and pursuant to the Company’s 2026 Employee Stock Plan (the “Plan”), you are receiving the award described in this Performance Restricted Stock Units Agreement (the “Agreement”) of performance restricted stock units (the “Units”), each of which represents an unfunded, unsecured promise by the Company to deliver to you one share of the Company’s Class A Common Stock, par value $

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Form of New Spinco RSU

**FORM OF RESTRICTED STOCK UNITS AGREEMENT **

Dear [Participant Name]:

Pursuant to the 2026 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 MSG Rangers Corp. (formerly known as MSGS Spinco, Inc.) (the “Company”), effective as of [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.

Capitalized terms used but not defined in this agreement (this “Agreement”) have the meanings given to them in the Plan.

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EXECUTION VERSION

SECURITY AGREEMENT

dated as of

January 25, 2017,

between

NEW YORK RANGERS, LLC

and

JPMORGAN CHASE BANK, N.A.,

as Collateral Agent

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*Table of Contents *

				Page
ARTICLE I

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**CERTAIN CONFIDENTIAL INFORMATION, IDENTIFIED BY BRACKETED ASTERISKS “[*****]”, HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. **

**Exhibit 10.6 **

STANDSTILL AGREEMENT

BY AND AMONG

MSGS SPINCO, INC.

(TO BE RENAMED MSG RANGERS CORP.)

AND

THE DOLAN FAMILY GROUP

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STANDSTILL AGREEMENT

Standstill Agreement (this “Agreement”), dated as of [•], 2026, by and among MSGS Spinco, Inc. (to be renamed MSG Rangers Corp.), a Nevada corporation (the “Company”), each of the members of the Dolan Family Group listed on Schedule I to this Agreement (the “Dolan Family Parties”) and, as and to the extent provided herein, their transferees, successors and assigns.

WITNESSETH:

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*Form of Spinco Non-Employee Director Award   *

**FORM OF NON-EMPLOYEE DIRECTOR AWARD AGREEMENT **

[Grant Date]

Dear [Participant Name]:

Pursuant to the 2026 Stock Plan for Non-Employee Directors (the “Plan”) of MSG Rangers Corp. (formerly known as MSGS Spinco, Inc.) (the “Company”), you have been granted, effective as of [Grant Date], [Quantity Granted] restricted stock units (“Units”) (such grant, the “Award”). The Units are granted subject to the terms and conditions set forth below and in the Plan.

Capitalized terms used but not defined in this agreement (this “Agreement”) have the meanings given to them in the Plan.

1. RESTRICTED STOCK UNITS:

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EMPLOYEE MATTERS AGREEMENT

BY AND BETWEEN

MADISON SQUARE GARDEN SPORTS CORP.

(TO BE RENAMED MSG KNICKERBOCKERS CORP.),

MSGS SPINCO, INC.

(TO BE RENAMED MSG RANGERS CORP.)

AND

MADISON SQUARE GARDEN ENTERTAINMENT CORP.

Dated as of [●], 2026

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**TABLE OF CONTENTS **

				Page
		ARTICLE I
		DEFINITIONS

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**2026 Employee Stock Plan **

1. Purpose. The purpose of the 2026 Employee Stock Plan is to compensate eligible service providers of the Company and its Affiliates who are and have been largely responsible for the management and growth of the business of the Company and its Affiliates and to advance the interest of the Company by encouraging and enabling the acquisition of a personal proprietary interest in the Company by such service providers upon whose judgment and keen interest the Company and its Affiliates are largely dependent for the successful conduct of their operations. It is anticipated that such compensation and the acquisition of such proprietary interest in the Company will stimulate the efforts of such service providers on behalf of the Company and its Affiliates, and strengthen their desire to remain with the Company and its Affiliates. It is also expected that such compensation and the opportunity to acquire such a proprietary interest will enable the Company and its Affiliates to attract and retain desirable personnel.

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TRANSITION SERVICES AGREEMENT

BY AND BETWEEN

MSG SPORTS, LLC

(TO BE RENAMED MSG KNICKS, LLC)

AND

MSG NYR HOLDINGS, LLC

dated as of [●], 2026

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TABLE OF CONTENTS

		Page
ARTICLE I
DEFINITIONS
Section 1.1. General			1

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**SPONSORSHIP SALES AND SERVICE REPRESENTATION AGREEMENT **

THIS SPONSORSHIP SALES AND SERVICE REPRESENTATION AGREEMENT (this “Agreement”) is made and entered into as of April 15, 2020 (the “Effective Date”) by and between New York Rangers, LLC (“Rangers, LLC”), a Delaware limited liability company with offices at 2 Penn Plaza, New York, NY 10121, and MSG Entertainment Group, LLC (formerly MSG Sports & Entertainment, LLC), a Delaware limited liability company with offices at 2 Penn Plaza, New York, NY 10121 (“Representative”).

WHEREAS, Representative directly or indirectly owns and operates, inter alia, the sports and entertainment complex known as Madison Square Garden (the “Arena”); and

WHEREAS, Rangers, LLC owns and operates the New York Rangers (the “Rangers”); and

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Form of Spinco RSU – In Respect of Existing MSGS RSUs

**FORM OF RESTRICTED STOCK UNITS AGREEMENT **

Dear [Participant Name]:

Pursuant to MSG Knickerbockers Corp.’s 2015 Employee Stock Plan, as amended, on [Date] (the “Grant Date”), you were granted restricted stock units, each of which represents an unfunded, unsecured promise by MSG Knickerbockers Corp. (formerly known as Madison Square Garden Sports Corp.) (“MSG Knickerbockers”) to deliver to you one share of MSG Knickerbockers Class A Common Stock. In conjunction with the spin-off of MSG Rangers Corp. (formerly known as MSGS Spinco, Inc.) (the “Company”) from MSG Knickerbockers on [Date] (the “Distribution Date”), and pursuant to the Company’s 2026 Employee Stock Plan (the “Plan”), you are receiving the award described in this Restricted Stock Units Agreement (the “Agreement”) of [#RSUs] restricted stock units (the “Units”), each of which represents an unfunded, unsecured promise by the Company to deliver to you one share of the Company’s Class A Common Stock, par value $.01 per share (“Share”).

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