DEF 14A 1 ddef14a.htm DEFINITIVE PROXY STATEMENT Definitive Proxy Statement
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

(Rule 14a-101)

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES

EXCHANGE ACT OF 1934 (AMENDMENT NO.     )

Filed by the Registrant þ  Filed by a Party other than the Registrant ¨

Check the appropriate box:

 

¨  Preliminary Proxy Statement

 

¨  Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

þ  Definitive Proxy Statement

 

¨  Definitive Additional Materials

 

¨  Soliciting Material Pursuant to §240.14a-12

CABLEVISION SYSTEMS CORPORATION

 

(Name of Registrant as Specified In Its Charter)

 

 

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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þ No fee required.

 

¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

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¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

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LOGO

Notice of Annual Meeting and

Proxy Statement

Dear Stockholder:

You are cordially invited to attend our annual meeting of stockholders at 10:00 a.m. on May 24, 2011 at our corporate headquarters building at 1111 Stewart Avenue, Bethpage, New York.

In addition to the matters described in the attached proxy statement, we will report on the Company’s activities during 2010. You will have an opportunity to ask questions and to meet your directors and executives.

I look forward to seeing you at the meeting. Your vote is important to us. Stockholders may vote by using a toll-free telephone number, over the Internet or by mailing a proxy card. If you choose to vote by mail, please sign and return the proxy card in the envelope provided.

Sincerely yours,

LOGO

Charles F. Dolan

Chairman

April 21, 2011

Cablevision Systems Corporation, 1111 Stewart Avenue, Bethpage, NY 11714-3581


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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS OF CABLEVISION

SYSTEMS CORPORATION

Time:

10:00 a.m., Eastern Standard Time

Date:

May 24, 2011

Place:

Cablevision Systems Corporation

Corporate Headquarters

1111 Stewart Avenue

Bethpage, New York

Purpose:

 

   

  Elect directors

 

   

  Ratify appointment of independent registered public accounting firm

 

   

  Approve the 2011 Cash Incentive Plan

 

   

  Hold an advisory vote on executive compensation

 

   

  Hold an advisory vote to determine the frequency of future advisory votes on executive   compensation

 

   

  Conduct other business if properly raised

Only stockholders of record on March 31, 2011 may vote at the meeting.

Your vote is important. We urge you to vote as soon as possible by telephone, over the Internet or by mailing a proxy card. If you choose to vote by mail, please sign and return the proxy card in the envelope provided.

LOGO

Victoria D. Salhus

Senior Vice President,

Deputy General Counsel

and Secretary

April 21, 2011


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Table of Contents       

General Information

    1   

Proposal 1 — Election of Directors

    3   

Board of Directors and Committees

    9   

Director Independence

    9   

Committees

    11   

Director Compensation

    16   

Director Compensation Table

    18   

Proposal 2 — Ratification of Appointment of Independent Registered Public Accounting  Firm

    19   

Report of Audit Committee

    20   

Executive Compensation

    21   

Compensation Discussion and Analysis

    21   

Executive Compensation Program Objectives and Philosophy

    22   

Compensation Practices and Policies

    24   

Elements of In-Service Compensation

    27   

Report of Compensation Committee

    40   

Executive Compensation Tables

    40   

Summary Compensation Table

    40   

Grants of Plan-Based Awards

    44   

Outstanding Equity Awards at Fiscal Year-End

    46   

Option Exercises and Stock Vested

    48   

Pension Benefits

    49   

Nonqualified Deferred Compensation

    52   

Employment Agreements

    53   

Termination and Severance

    70   

Equity Compensation Plan Information

    82   

Proposal 3  — Approval of the Cablevision Systems Corporation 2011 Cash Incentive Plan

    82   

Proposal 4 — Advisory Vote on Executive Compensation of our Executive Officers

    85   

Proposal 5 — Advisory Vote on Frequency of Advisory Vote on Executive Compensation

    86   

Our Executive Officers

    87   

Related Party Policy and Certain Transactions

    88   

Conflicts of Interest

    98   

Stock Ownership Table

    100   

Other Matters

    113   


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Proxy Statement 2011 - Cablevision

 

GENERAL INFORMATION

Voting Rights

Holders of Cablevision NY Group Class A common stock (“Class A common stock”) and Cablevision NY Group Class B common stock (“Class B common stock”), as recorded in our stock register on March 31, 2011, may vote at the meeting. On March 31, 2011, there were 235,251,180 shares of Class A common stock and 54,137,673 shares of Class B common stock outstanding. Each share of Class A common stock has one vote per share and holders will be voting for the election of five candidates to the Board of Directors. Each share of Class B common stock has ten votes per share and holders will be voting for the election of twelve candidates to the Board of Directors. As a result of their ownership of Class B common stock, our Chairman, Charles F. Dolan, members of his family and related family entities, have the power to elect all of the directors to be elected by the holders of Class B common stock and to approve Proposals 2, 3 and our Board of Directors’ recommendation on Proposals 4 and 5 regardless of how other shares are voted.

How to vote

You may vote in person at the meeting or by proxy. You may vote by telephone, over the Internet or using a proxy. If you choose to vote by mail, please sign and return the proxy card in the envelope provided. We recommend you vote by proxy even if you plan to attend the meeting. You can always change your vote at the meeting.

In addition, stockholders may request to receive future proxy materials in printed form by mail or electronically by email on an ongoing basis.

How proxies work

Cablevision Systems Corporation’s (the “Company”) Board of Directors (the “Board”) is asking for your proxy. If you submit a proxy, but do not specify how to vote, we will vote your shares in favor of the director nominees identified in this proxy statement and in favor of Proposals 2, 3 and our Board of Directors’ recommendation on Proposals 4 and 5. The enclosed proxy materials contain instructions for telephone, Internet and mail voting. Whichever method you use, giving us your proxy means you authorize us to vote your shares at the meeting in the manner you direct. You may vote for all, some, or none of our director candidates. You may also vote for or against Proposals 2, 3 and 4 or abstain from voting. You may vote for any of the options on Proposal 5 or abstain from voting.

You may receive more than one proxy or voting card depending on how you hold your shares. If you hold shares through someone else, such as a stockbroker, you may get material from them asking how you want to vote.

 

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Proxy Statement 2011 - Cablevision

 

Revoking a proxy

You may revoke your proxy before it is voted by submitting a new proxy with a later date; by voting in person at the meeting; granting a subsequent proxy through the Internet or telephone or by notifying the Company’s Investor Relations department in writing at Cablevision Systems Corporation, Investor Relations, 1111 Stewart Avenue, Bethpage, New York 11714.

Quorum

In order to carry on the business of the meeting, we must have a quorum. This means that at least a majority of the outstanding votes represented by outstanding shares eligible to vote must be represented at the meeting, either by proxy or in person.

Votes needed

Election of directors by the holders of Class A common stock (“Class A directors”) requires the affirmative vote of a plurality of votes cast by holders of Class A common stock. Election of directors by the holders of Class B common stock (“Class B directors”) requires the affirmative vote of a plurality of votes cast by holders of Class B common stock. Approval of Proposals 2, 3 and 4 requires the favorable vote of a majority of the votes cast by the holders of Class A common stock and holders of Class B common stock, voting together as a single class. Abstentions and broker non-votes count for quorum purposes. They will not affect Proposals 2, 3 or 4. The outcome of Proposal 5 will be determined by the favorable vote of a majority of the votes cast by the holders of Class A common stock and holders of Class B common stock, voting together as a single class, for the frequency of the advisory vote on executive compensation. Proposals 4 and 5 are advisory votes only and are not binding on the Company. Broker non-votes occur when a bank, brokerage firm or other nominee is not permitted to vote on a particular matter without instructions from the owner of the shares and no instruction is received.

Please note that the rules regarding how brokers may vote your shares have changed. Brokers may no longer vote your shares in the election of directors or on executive compensation matters unless you provide instructions as to how to vote. We encourage you to provide instructions to your broker regarding the voting of your shares.

Important Notice

All meeting attendees may be asked to present a valid, government-issued photo identification card (federal, state or local), such as a driver’s license or passport, before entering the meeting. In addition, video and audio recording devices and other electronic devices will not be permitted at the meeting and attendees will be subject to security inspections.

 

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Solicitation

This proxy statement and the enclosed proxy card are first being sent to stockholders on April 21, 2011. In addition to this mailing, the Company’s employees may solicit proxies personally, electronically or by telephone. The Company pays the costs of soliciting proxies. We also reimburse brokers and other nominees for their expenses in sending these materials to you and obtaining your voting instructions. The Company has also retained D. F. King & Co., Inc. to assist in the solicitation of proxies at a fee estimated at $15,000 plus reasonable out-of-pocket expenses.

PROPOSAL 1

Election of directors

The Board has nominated the seventeen director candidates named below all of whom currently serve as our directors, except for Edward C. Atwood. Of the seventeen nominees for director, twelve are to be elected by the Class B stockholders and five are to be elected by the Class A stockholders. All of the directors are elected for a one year term.

Each current director was elected by the stockholders at the last annual meeting.

The persons named in the proxy intend to vote for the election of each of the director nominees below, unless you indicate on your proxy that your vote should be withheld from any or all of the nominees.

If a Class A director nominee becomes unavailable before the election, the persons named in the Class A proxy would be authorized to vote for a replacement Class A director nominee if the Board names one. If a Class B director nominee becomes unavailable before the election, the persons named in the Class B proxy would be authorized to vote for a replacement Class B director nominee if the Board names one.

Information on each of our nominees is given below.

Except as noted, the Board unanimously recommends you vote FOR each of the following candidates:

Directors to be elected by Class A Stockholders

 

 

ZACHARY W. CARTER, 61, Director of the Company since 2006. Partner at the law firm of Dorsey & Whitney LLP, in New York, New York since 1999. Prior to that time, Mr. Carter’s career in public service included serving as United States Attorney for the Eastern District of New York from 1993 to 1999. Mr. Carter is a director of Marsh & McLennan Companies, Inc.

 

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In light of Mr. Carter’s experience as a practicing attorney, his government service, his service as a director of another public company, as well as the knowledge and experience he has gained and contributions he has made during his tenure as a director of the Company, our Board of Directors, acting on the unanimous recommendation of the directors elected by the Class A stockholders, has concluded that he should be reelected to the Board.

 

 

 

THOMAS V. REIFENHEISER, 75, Director of the Company since 2002. Mr. Reifenheiser retired as a Managing Director of JP Morgan Chase, overseeing the Global Media and Telecommunications Division in September 2000 after 38 years with JP Morgan Chase and its predecessors. Mr. Reifenheiser is a director of Lamar Advertising Company. During the past five years, Mr. Reifenheiser was a director of Citadel Broadcasting Corporation and Mediacom Communications Corporation.

In light of Mr. Reifenheiser’s experience as a commercial banker to media and telecommunications companies, his service as a director of other public companies, as well as the knowledge and experience he has gained and contributions he has made during his tenure as a director of the Company, our Board of Directors, acting on the unanimous recommendation of the directors elected by the Class A stockholders, has concluded that he should be reelected to the Board.

 

 

 

VICE ADMIRAL JOHN R. RYAN USN (RET.), 65, Director of the Company since 2002. President and Chief Executive Officer of the Center for Creative Leadership in Greensboro, North Carolina since June 2007. He was Chancellor of the State University of New York from June 2005 to June 2007. He was President of the State University of New York Maritime College from June 2002 to June 2005, Interim President of State University at Albany from February 2004 to February 2005, and Superintendent of the United States Naval Academy from June 1998 to June 2002. Vice Admiral Ryan’s military career included positions as Commander of the Maritime Surveillance and Reconnaissance Force, US Sixth Fleet/Commander, Fleet Air Mediterranean/Commander, Maritime Air Forces, Mediterranean until his retirement from the U.S. Navy in July 2002. Vice Admiral Ryan is a director of CIT Group Inc.

In light of Vice Admiral Ryan’s experience in military service, his leadership positions at major universities, his experience as the chief executive officer of another company, his service as a director of another public company, as well as the knowledge and experience he has gained and contributions he has made during his tenure as a director of the Company, our Board of Directors, acting on the unanimous recommendation of the directors elected by the Class A stockholders, has concluded that he should be reelected to the Board.

 

 

 

VINCENT TESE, 68, Director of the Company since 1996. Mr. Tese served as Chairman and Chief Executive Officer of the New York State Urban Development Corporation from 1985 to 1987 and as Director of Economic Development for New York State from 1987 to December 1994. Mr. Tese is Executive Chairman of Bond Street Holdings LLC and

 

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Premier American Bank and is a director of Intercontinental Exchange, Inc., ICE U.S. Trust LLC, Mack-Cali Realty Corporation, Madison Square Garden, Inc., Municipal Art Society, and Wireless Cable International, Inc. and a trustee of New York Presbyterian Hospital and New York University School of Law. During the past five years, Mr. Tese was a director of Gabelli Asset Management, National Wireless Holdings, Inc., The Bear Stearns Companies, Inc, Bowne & Company, Inc., Cabrini Mission Society, Catholic Guardian Society, Custodial Trust Co, Magfusion, Inc., NRDC Acquisition Corp., GGCP, Inc., Retail Opportunity Investments Corp. and Xanboo Inc.

In light of Mr. Tese’s experience as the chief executive officer of the New York State Urban Development Corporation, his government service, his experience as the executive chairman of private companies, his service as a director of other public companies, as well as the knowledge and experience he has gained and contributions he has made during his tenure as a director of the Company, our Board of Directors, acting on the unanimous recommendation of the directors elected by the Class A stockholders, has concluded that he should be reelected to the Board.

 

 

 

DR. LEONARD TOW, 82, Director of the Company since 2005. Chief Executive Officer of New Century Holdings LLC, an outdoor advertising company, since January 2005. Director of Citizens Communications Company from 1989 to September 2004. Chairman and Chief Executive Officer of Citizens Communications Company from 1990 to September 2004.

In light of Mr. Tow’s experience as a founder and chief executive officer of a major cable television company, his experience as the chief executive officer of a private company, as well as the knowledge and experience he has gained and contributions he has made during his tenure as a director of the Company, our Board of Directors, acting on the unanimous recommendation of the directors elected by the Class A stockholders, has concluded that he should be reelected to the Board.

Directors to be elected by Class B Stockholders

 

 

RAND V. ARASKOG, 79, Director of the Company since 2005. Self-employed as a private investor as principal in RVA Investments since March 1998. During the past five years, Mr. Araskog was a director of ITT Educational Services, Inc., Rayonier, Inc. and International Steel Group, Inc.

In light of Mr. Araskog’s experience as the chief executive officer of a public company and as a principal in a private investment company, as well as the knowledge and experience he has gained and contributions he has made during his tenure as a director of the Company, our Board of Directors, acting on the unanimous recommendation of the directors elected by the Class B stockholders, has concluded that he should be reelected to the Board.

 

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EDWARD C. ATWOOD, 75, Vice President — Multimedia Services of the Company since 1998. Mr. Atwood is the brother-in-law of Charles F. Dolan and the uncle of James L. Dolan, Kathleen M. Dolan, Patrick F. Dolan, Deborah Dolan-Sweeney, Thomas C. Dolan and Marianne Dolan Weber.

In light of Mr. Atwood’s experience in various positions with Cablevision since 1982, our Board of Directors, acting on the unanimous recommendation of the directors elected by the Class B stockholders, has concluded that he should be elected to the Board.

 

 

 

FRANK J. BIONDI, 66, Director of the Company since 2005. Senior Managing Director of WaterView Advisors LLC since June 1999. Mr. Biondi is a director of Hasbro, Inc., Seagate Technology, Amgen, Inc. and RealD Inc. During the past five years, Mr. Biondi was a director of Harrah’s Entertainment Inc., The Bank of New York Mellon Corporation and Yahoo Inc.

In light of Mr. Biondi’s experience as a senior executive of other companies and as a managing director of a private company, as well as the knowledge and experience he has gained and contributions he has made during his tenure as a director of the Company, our Board of Directors, acting on the unanimous recommendation of the directors elected by the Class B stockholders, has concluded that he should be reelected to the Board.

 

 

 

CHARLES F. DOLAN, 84, Director of the Company since 1985. Chairman of the Company since 1985. Chief Executive Officer of the Company from 1985 to October 1995. Founded and acted as the General Partner of the Company’s predecessor from 1973 to 1985. Established Manhattan Cable Television in 1961 and Home Box Office in 1971. He serves as a director of Madison Square Garden, Inc. Charles F. Dolan is the father of James L. Dolan, Kathleen M. Dolan, Patrick F. Dolan, Thomas C. Dolan, Deborah Dolan-Sweeney, Marianne Dolan Weber, the father-in-law of Kristin A. Dolan and Brian G. Sweeney and the brother-in-law of Edward C. Atwood.

In light of Mr. Dolan’s experience as founder, his service as Chairman and, previously, as the Chief Executive Officer of Cablevision and its predecessors, as well as the knowledge and experience he has gained and contributions he has made during his tenure as a director of the Company, our Board of Directors, acting on the unanimous recommendation of the directors elected by the Class B stockholders, has concluded that he should be reelected to the Board.

 

 

 

JAMES L. DOLAN, 55, Director of the Company since 1991. President of the Company since June 1998. Chief Executive Officer of the Company since October 1995. Executive Chairman of Madison Square Garden, Inc. since July 2009. Chairman of Madison Square Garden since October 1999. Chief Executive Officer of Rainbow Media Holdings, Inc., a subsidiary of the Company, from September 1992 to October 1995. Vice President of the Company from 1987 to September 1992. He serves as a director of Madison Square

 

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Garden, Inc. James L. Dolan is the son of Charles F. Dolan, the spouse of Kristin A. Dolan and the brother of Kathleen M. Dolan, Patrick F. Dolan, Thomas C. Dolan, Deborah Dolan-Sweeney, Marianne Dolan Weber, the brother-in-law of Brian G. Sweeney and the nephew of Edward C. Atwood.

In light of Mr. Dolan’s experience in various positions with Cablevision since 1979, including as its Chief Executive Officer since 1995, as well as the knowledge and experience he has gained and contributions he has made during his tenure as a director of the Company, our Board of Directors, acting on the unanimous recommendation of the directors elected by the Class B stockholders, has concluded that he should be reelected to the Board.

 

 

 

KATHLEEN M. DOLAN, 48, Director of the Company since 2008. Director and Founder of Purple Crayon Productions, Inc., a Woodstock, Vermont based community art and music center since September 2004. Kathleen M. Dolan is the daughter of Charles F. Dolan, the sister of James L. Dolan, Patrick F. Dolan, Thomas C. Dolan, Deborah Dolan-Sweeney, Marianne Dolan Weber, the sister-in-law of Kristin A. Dolan and Brian G. Sweeney and the niece of Edward C. Atwood.

In light of Ms. Dolan’s experience as a member of Cablevision’s founding family, as well as the knowledge and experience she has gained and contributions she has made during her tenure as a director of the Company, our Board of Directors, acting on the unanimous recommendation of the directors elected by the Class B stockholders, has concluded that she should be reelected to the Board.

 

 

 

KRISTIN A. DOLAN, 44, Director of the Company since 2010. Senior Vice President of the Company since 2003. She serves as a director of Madison Square Garden, Inc. Kristin A. Dolan is the daughter-in-law of Charles F. Dolan, the spouse of James L. Dolan and the sister-in-law of Kathleen M. Dolan, Patrick F. Dolan, Thomas C. Dolan, Brian G. Sweeney, Deborah Dolan-Sweeney and Marianne Dolan Weber.

In light of Ms. Dolan’s experience in various positions with Cablevision since 1990, our Board of Directors, acting on the unanimous recommendation of the directors elected by the Class B stockholders, has concluded that she should be reelected to the Board.

 

 

 

PATRICK F. DOLAN, 59, Director of the Company since 1991. President of News 12 Networks of the Company since February 2002. Vice President of News from September 1995 to February 2002. News Director of News 12 Long Island, a subsidiary of the Company, from December 1991 to September 1995. Patrick F. Dolan is the son of Charles F. Dolan, the brother of James L. Dolan, Kathleen M. Dolan, Thomas C. Dolan, Deborah Dolan-Sweeney, Marianne Dolan Weber, the brother-in-law of Kristin A. Dolan and Brian G. Sweeney and the nephew of Edward C. Atwood.

 

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In light of Mr. Dolan’s experience as a member of Cablevision’s founding family and in various positions with Cablevision since 1989, as well as the knowledge and experience he has gained and contributions he has made during his tenure as a director of the Company, our Board of Directors, acting on the unanimous recommendation of the directors elected by the Class B stockholders, has concluded that he should be reelected to the Board.

 

 

 

THOMAS C. DOLAN, 58, Director of the Company since 2007. Executive Vice President-Strategy and Development, Office of the Chairman since September 2008. Executive Vice President and Chief Information Officer of the Company from October 2001 until April 2005. Mr. Dolan was on unpaid leave of absence from April 2005 until September 2008. Senior Vice President and Chief Information Officer of the Company from February 1996 to October 2001. Vice President and Chief Information Officer of the Company from July 1994 to February 1996. General Manager of the Company’s East End Long Island cable system from November 1991 to July 1994. System Manager of the Company’s East End Long Island cable system from August 1987 to October 1991. He also served as a director of the Company from March 1998 to May 2005. He serves as a director of Madison Square Garden, Inc. Thomas C. Dolan is the son of Charles F. Dolan, the brother of James L. Dolan, Kathleen M. Dolan, Patrick F. Dolan, Deborah Dolan-Sweeney and Marianne Dolan Weber, the brother-in-law of Kristin A. Dolan and Brian G. Sweeney and the nephew of Edward C. Atwood.

In light of Mr. Dolan’s experience as a member of Cablevision’s founding family and in various positions with Cablevision since 1987, as well as the knowledge and experience he has gained and contributions he has made during his tenure as a director of the Company, a majority of our Board of Directors, acting on the recommendation of a majority of the directors elected by the Class B stockholders, has concluded that he should be reelected to the Board. In light of the lawsuit filed by Thomas C. Dolan against Cablevision described under “Related Party Policy and Certain Transactions — Other,” the following directors abstained from the Board’s recommendation on Thomas C. Dolan: Messrs: Araskog, Biondi, Carter, Reifenheiser, Ryan, Tese and Tow.

 

 

 

DEBORAH DOLAN-SWEENEY, 47, Director of the Company since 2008. Director of Dolan Family Foundation since 1986. Director of Dolan Children’s Foundation since 1997. She serves as a director of Madison Square Garden, Inc. Deborah Dolan-Sweeney is the daughter of Charles F. Dolan, the spouse of Brian G. Sweeney, the sister of James L. Dolan, Kathleen M. Dolan, Patrick F. Dolan, Thomas C. Dolan and Marianne Dolan Weber, the sister-in-law of Kristin A. Dolan and the niece of Edward C. Atwood.

In light of Ms. Dolan-Sweeney’s experience as a member of Cablevision’s founding family, as well as the knowledge and experience she has gained and contributions she has made during her tenure as a director of the Company, our Board of Directors, acting on the unanimous recommendation of the directors elected by the Class B stockholders, has concluded that she should be reelected to the Board.

 

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BRIAN G. SWEENEY, 46, Director of the Company since 2005. Senior Vice President — eMedia of the Company since January 2000. He serves as a director of Madison Square Garden, Inc. Brian G. Sweeney is the son-in-law of Charles F. Dolan, the spouse of Deborah Dolan-Sweeney and the brother-in-law of James L. Dolan, Kathleen M. Dolan, Kristin A. Dolan, Patrick F. Dolan, Thomas C. Dolan and Marianne Dolan Weber.

In light of Mr. Sweeney’s experience in various positions with Cablevision since 1993, as well as the knowledge and experience he has gained and contributions he has made during his tenure as a director of the Company, our Board of Directors, acting on the unanimous recommendation of the directors elected by the Class B stockholders, has concluded that he should be reelected to the Board.

 

 

 

MARIANNE DOLAN WEBER, 53, Director of the Company since 2005. President of Dolan Family Foundation from 1986 to September 1999. Chairman of Dolan Family Foundation since September 1999. President of Dolan Children’s Foundation from 1997 to September 1999. Chairman of Dolan Children’s Foundation since September 1999. Manager of Dolan Family Office, LLC since 1997. She serves as a director of Madison Square Garden, Inc. Marianne Dolan Weber is the daughter of Charles F. Dolan, the sister of James L. Dolan, Kathleen M. Dolan, Patrick F. Dolan, Thomas C. Dolan, Deborah Dolan-Sweeney and the sister-in-law of Kristin A. Dolan and Brian G. Sweeney and the niece of Edward C. Atwood.

In light of Ms. Dolan Weber’s experience as a member of Cablevision’s founding family and as chairman of the Dolan Family Foundation and the Dolan Children’s Foundation, as well as the knowledge and experience she has gained and contributions she has made during her tenure as a director of the Company, our Board of Directors, acting on the unanimous recommendation of the directors elected by the Class B stockholders, has concluded that she should be reelected to the Board.

BOARD OF DIRECTORS AND COMMITTEES

The Board met 12 times in 2010. Each of our directors in 2010 attended at least 75% of the meetings of the Board and the committees of the Board on which he or she served during 2010.

We encourage our directors to attend annual meetings of stockholders and believe that attendance at annual meetings is just as important as attendance at Board and committee meetings. All of our directors in 2010 attended the 2010 annual stockholders meeting except for Charles F. Dolan, Thomas C. Dolan and Vincent Tese.

Director Independence

The Company’s Class A common stock is listed on the New York Stock Exchange. As a result, we are subject to the New York Stock Exchange’s corporate governance listing standards. However, a listed company that meets the New York Stock Exchange’s definition

 

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of “controlled company,” a company of which more than 50% of the voting power is held by a single entity or group, may elect not to comply with certain of these requirements. On March 19, 2004, the Class B stockholders who are members of the Dolan family and related family entities entered into a Stockholder Agreement relating, among other things, to the voting of their shares of the Company’s Class B common stock and filed a Schedule 13D with the Securities and Exchange Commission as a “group” under the rules of the Securities and Exchange Commission. As a result, we fall within the New York Stock Exchange’s definition of a “controlled company.” As a “controlled company”, we have the right to elect not to comply with the corporate governance rules of the New York Stock Exchange requiring: (i) a majority of independent directors on our Board; (ii) an independent corporate governance and nominating committee; and (iii) an independent compensation committee.

We have elected not to comply with the New York Stock Exchange requirement for a majority of independent directors on our Board and for a corporate governance and nominating committee because of our status as a “controlled company”. We do comply with the requirement for an independent compensation committee. Our Board elected not to comply with the requirement for a majority of independent directors on our Board because of our shareholder voting structure. Under the terms of our Amended and Restated Certificate of Incorporation, the holders of the Company’s Class B common stock have the right to elect 75% of the members of our Board and there is no requirement that any of those directors be independent or be chosen independently.

In determining director independence, the Board applies the independence standards of the New York Stock Exchange and affirmatively determines whether each director has any other material relationship with the Company. In applying its independence standards, the Board has determined that each of the following non-employee directors is an “independent” member: Zachary W. Carter, Thomas V. Reifenheiser, John R. Ryan, Vincent Tese, Leonard Tow, Rand V. Araskog and Frank J. Biondi. Each of those non-employee directors is also a nominee for director. In making the determination as to the independence of each director, the Board considered all relationships between that director and the Company and its affiliates and noted the following:

With respect to Vincent Tese, the Board considered one existing relationship noted below and determined that it was not material and that Mr. Tese was independent:

 

   

Vincent Tese has served as an outside director of Madison Square Garden, Inc. since the date on which it was distributed to the Company’s stockholders.

The Board has also determined that each member of our Audit Committee, as listed below, qualifies as “independent” under the independence standards of the Securities and Exchange Commission for audit committee members.

 

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Committees

The Board has three standing committees: the Audit Committee, the Compensation Committee and the Executive Committee.

Audit Committee

Committee members: Messrs. Ryan (Chairman), Tese and Tow currently comprise the Audit Committee.

Meetings in 2010: 6

The primary purposes of our Audit Committee are (a) to assist the Board in its oversight of (i) the integrity of our financial statements, (ii) our compliance with legal and regulatory requirements, (iii) our independent registered public accounting firm’s qualifications and independence and (iv) the performance of our internal audit function and independent registered public accounting firm; (b) to appoint, retain or terminate the Company’s independent registered public accounting firm and to pre-approve or to adopt appropriate procedures to pre-approve all audit, audit-related and other services, if any, to be provided by the independent registered public accounting firm; and (c) to prepare any report of the Audit Committee required by the rules and regulations of the Securities and Exchange Commission for inclusion in our annual proxy statement. The text of our Audit Committee charter is available on our website at www.cablevision.com. A copy may be obtained, without charge, by writing to Cablevision Systems Corporation, Corporate Secretary, 1111 Stewart Avenue, Bethpage, New York 11714.

Our Board has determined that each member of the Audit Committee is independent as defined under the rules of both the New York Stock Exchange and the Securities and Exchange Commission, is financially literate and has accounting or related financial management expertise, as such qualifications are defined under the rules of the New York Stock Exchange, and that John R. Ryan, Chairman of the Audit Committee, is an “audit committee financial expert” within the meaning of the rules of the Securities and Exchange Commission.

Our Board has established a procedure whereby complaints or concerns with respect to accounting, internal controls and auditing matters may be submitted to the Audit Committee. This procedure is described under “Communicating with Our Directors” below.

Compensation Committee

Committee members: Messrs. Tese (Chairman), Reifenheiser and Ryan currently comprise the Compensation Committee. Our Board has determined that each member of the Compensation Committee is independent as defined under the rules of the New York Stock Exchange.

Meetings in 2010: 10

 

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The primary purposes of our Compensation Committee are to: (a) establish our general compensation philosophy and, in consultation with management, oversee the development and implementation of compensation programs, (b) review and approve corporate goals and objectives relevant to the compensation of our Chief Executive Officer and the other executive officers of the Company who are required to file reports under Section 16(a) of the Securities Exchange Act of 1934, evaluate such executive officers’ performance in light of those goals and objectives and determine and approve their compensation levels based upon those evaluations, (c) oversee the activities of the committee or committees administering our retirement plans, (d) approve any new equity compensation plan or material changes to an existing plan, (e) in consultation with management, oversee regulatory compliance with respect to compensation matters and (f) determine and approve any severance or similar termination payments to current or former executive officers. The text of our Compensation Committee charter is available on our website at www.cablevision.com. A copy may be obtained, without charge, by writing to Cablevision Systems Corporation, Corporate Secretary, 1111 Stewart Avenue, Bethpage, New York 11714.

In accordance with its charter, the Compensation Committee has the authority to engage outside consultants to assist in the performance of its duties and responsibilities. The Compensation Committee uses a compensation consultant to assist the Compensation Committee in determining whether the elements of the Company’s executive compensation program are reasonable and consistent with the Company’s objectives. For more information, see “Compensation Discussion and Analysis.”

Compensation Committee Interlocks and Insider Participation

Messrs. Tese, Reifenheiser and Ryan served as the members of the Compensation Committee during 2010. None of them is a current or former officer or employee of the Company.

Executive Committee

Committee members: Messrs. James L. Dolan (Chairman) and Tese.

Meetings in 2010: 1

The Executive Committee has broad power to act on behalf of the Board. In practice, the Executive Committee typically acts on ordinary course matters that arise between Board meetings.

Other Committees

In addition to standing committees, pursuant to the Company’s Related Party Transaction Approval Policy a committee consisting of independent directors (an “Independent Committee”) reviews and approves or takes such other action as it may deem appropriate with respect to transactions involving the Company and its subsidiaries, including CSC Holdings, LLC (“CSC Holdings), on the one hand, and in which any director, officer, greater than 5%

 

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stockholder of the Company or any other “related person”, as defined in Item 404 of Regulation S-K of the Securities and Exchange Commission (“Item 404”), has or will have a direct or indirect material interest. Similarly, an Independent Committee oversees approval of all transactions and arrangements between the Company and its subsidiaries, including CSC Holdings, on the one hand, and Madison Square Garden, Inc. and its subsidiaries, on the other hand, to the extent involving amounts in excess of the dollar threshold set forth in Item 404. See “Related Party Policy and Certain Transactions — Agreements Related to the MSG Distribution — Related Party Transaction Approval Policy.”

In connection with the Company’s distribution to its stockholders of the capital stock of Madison Square Garden, Inc. (the “MSG Distribution”) completed on February 9, 2010, a Special Committee comprised of Messrs. Reifenheiser and Ryan was formed in May 2009 to make recommendations to the full Board concerning the principal elements of the corporate governance structure of Madison Square Garden, Inc. (the “MSG Distribution Special Committee”).

In connection with the Company’s proposed distribution to its stockholders of the capital stock of AMC Networks Inc. (the “AMC Distribution”), a Special Committee comprised of Messrs. Reifenheiser and Ryan was formed in November 2010 to make recommendations to the full Board concerning the principal elements of the corporate governance structure of AMC Networks Inc.

Absence of Nominating Committee

We do not have a nominating committee. We decided that it was not appropriate to have a nominating committee because of our shareholder voting structure. Under the terms of our Amended and Restated Certificate of Incorporation, the holders of the Company’s Class B common stock have the right to elect 75% of the members of our Board. We believed that creating a committee consisting solely of independent directors charged with responsibility for recommending nominees for election, as directors would be inconsistent with the vested rights of the holders of Class B common stock under our Amended and Restated Certificate of Incorporation. Instead, the Board decided to provide a mechanism in our Corporate Governance Guidelines referred to below for the nominees for election as directors by the holders of the Company’s Class A common stock and by the holders of the Company’s Class B common stock. The holders of the Company’s Class A common stock are currently entitled to elect 25% of the members of our Board. Under our Corporate Governance Guidelines, nominees for election as Class A directors shall be recommended to the Board by a majority of the Class A directors then in office. Nominees for election as Class B directors shall be recommended to our Board by a majority of the Class B directors then in office.

Director Selection

Our directors have not set specific, minimum qualifications that nominees must meet in order for them to be nominated for election to the Board, but rather our directors believe that each

 

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nominee should be evaluated based on his or her individual merits, taking into account, among other matters, the factors set forth in our Corporate Governance Guidelines under “Board Composition” and “Selection of Directors.” Those factors include:

 

   

The desire to have a Board that encompasses a broad range of skills, expertise, industry knowledge, diversity of viewpoints, opinions, background and experience, and contacts relevant to our businesses;

 

   

Personal qualities and characteristics, accomplishments and reputation in the business community;

 

   

Ability and willingness to commit adequate time to Board and committee matters; and

 

   

The fit of the individual’s skills and personality with those of other directors and potential directors in building a Board that is effective, collegial and responsive to the needs of the Company.

The Class A directors will evaluate possible candidates to recommend to the Board for nomination as Class A directors. The Board will also consider nominees for Class A directors recommended by our stockholders. Nominees recommended by stockholders will be given appropriate consideration in the same manner as other nominees. Stockholders who wish to submit nominees for consideration by the Board for election at our 2012 annual meeting of stockholders may do so by submitting in writing such nominees’ names, in compliance with the procedures and along with the other information required by our by-laws. Any such nominee must be submitted to the Corporate Secretary of the Company, at Cablevision Systems Corporation, 1111 Stewart Avenue, Bethpage, New York 11714 not less than 60 nor more than 90 days prior to the date of our 2012 annual meeting of stockholders, provided that if the date of the meeting is publicly announced or disclosed less than 70 days prior to the date of the meeting, such notice must be given not more than ten days after such date is first announced or disclosed.

The Class B directors will consult from time to time with one or more of the holders of Class B common stock to assure that all Class B director nominees recommended to the Board are individuals who will make a meaningful contribution as Board members and will be individuals likely to receive the approving vote of the holders of the outstanding Class B common stock. The Class B directors do not intend to consider unsolicited suggestions of nominees. We believe that this is appropriate in light of the voting provisions of our Amended and Restated Certificate of Incorporation, which vest the right to elect the Company’s Class B directors exclusively in the holders of the Company’s Class B common stock.

Board Leadership Structure

Our Board of Directors has chosen to separate the roles of Chairman of the Board and Chief Executive Officer. The Board believes that this is the optimal leadership structure as it allows

 

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the Company to benefit from the services of its founder, Charles F. Dolan, particularly with respect to strategic planning, while also benefitting from the extensive experience of its Chief Executive Officer and President, James L. Dolan, who has served as the Company’s Chief Executive Officer for 16 years, with responsibility for day-to-day management of the Company.

Risk Oversight

The Company’s Board of Directors believes that oversight of risk management is an important Board responsibility. The Audit Committee takes the lead on behalf of the Board in monitoring risk management. The Audit Committee discusses guidelines and policies governing the process by which senior management of the Company and the relevant departments of the Company assess and manage the Company’s exposure to risk and discusses the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures. We believe that our executive compensation program, with its emphasis on long-term performance, its close connection to Company-wide and divisional performance and its significant equity components is designed to align the executives’ compensation with the Company’s long-term strategy and growth and, as a result, does not encourage excessive risk taking. Our Compensation Committee considers the issue of the Company’s exposure to risk in establishing and implementing our executive compensation programs.

Corporate Governance Guidelines

Our Board has adopted our Corporate Governance Guidelines. These guidelines set forth our practices and policies with respect to Board composition and selection, Board meetings, executive sessions of the Board, Board committees, the expectations we have of our directors, selection of the Chairman of the Board and the Chief Executive Officer, management succession, Board and executive compensation, and Board self-evaluation requirements. The full text of our Corporate Governance Guidelines may be viewed at our website at www.cablevision.com. A copy may be obtained, without charge, by writing to Cablevision Systems Corporation, Corporate Secretary, 1111 Stewart Avenue, Bethpage, New York 11714.

Executive Sessions of Non-management Board Members

Under our Corporate Governance Guidelines, our directors who are not also officers of the Company or any of its affiliates (“Non-management directors”) meet at least quarterly in executive sessions. If the Non-management directors include any directors who are not independent under the New York Stock Exchange rules, the independent directors are to meet in executive sessions at least semi-annually. The Non-management directors will rotate as the presiding director at these executive sessions. Only a Non-management director who is also independent under the New York Stock Exchange Rules will preside at an executive session of the independent directors. Non-management directors who are family members of executive officers do not participate in the Non-management director meetings.

 

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Communicating with Our Directors

Our Board has adopted policies designed to allow stockholders and other interested parties to communicate with our directors. Any interested party that wishes to communicate with the Board or any director or the Non-management directors as a group should send communications in writing to Chairman of the Audit Committee, Cablevision Systems Corporation, c/o Corporate Secretary, 1111 Stewart Avenue, Bethpage, New York 11714. Any person, whether or not an employee, who has a concern with respect to accounting, internal accounting controls or auditing matters, may, in a confidential or anonymous manner, communicate those concerns to our Audit Committee by contacting The Network, Inc., which has been designated to act as a confidential contact organization for this purpose, at 1-888-310-6742. This information for communicating with the Audit Committee and Non-management directors is also available on our website at www.cablevision.com.

Code of Business Conduct and Ethics

Our Board has adopted a Code of Business Conduct and Ethics for our directors, officers and employees. A portion of this Code of Business Conduct and Ethics also serves as a code of ethics for our senior financial officers. Among other things, our Code of Business Conduct and Ethics covers conflicts of interest, disclosure responsibilities, legal compliance, confidentiality, corporate opportunities, fair dealing, protection and proper use of assets, and equal employment opportunity and harassment. The full text of the code is available on our website at www.cablevision.com. A copy may be obtained, without charge, by writing to Cablevision Systems Corporation, Corporate Secretary, 1111 Stewart Avenue, Bethpage, New York 11714.

DIRECTOR COMPENSATION

Directors who are Company employees receive no extra compensation for serving as directors. Effective on the date of the 2011 annual meeting of stockholders, each non-employee director will receive a base fee of $60,000 per year (increased from $50,000 per year); $2,000 per Board, committee and non-management director meeting attended in person; and $500 per Board, committee and non-management director meeting attended by telephone. Non-employee directors will also receive $7,500 annually per committee membership (increased from $5,000 per committee membership) and $15,000 annually per committee chairmanship (increased from $10,000 per committee chairmanship). Directors who served on the MSG Distribution Special Committee received a fee of $20,000 per month (pro rated for any partial month). This fee was in addition to meeting fees for Board and other committee meetings and committee membership fees for service on other committees generally payable to directors.

We also pay our non-employee directors compensation in restricted stock units. Each year, each non-employee director receives a number of restricted stock units for the number of shares of common stock equal to $110,000 divided by the fair market value of a share of Class A common stock based on the closing price on the New York Stock Exchange on the

 

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date of grant. The restricted stock units the non-employee directors receive are fully vested on the date of grant. Prior to 2007, we paid our non-employee directors compensation in stock options and restricted stock units. Each non-employee director would receive options to purchase 4,000 shares of Class A common stock and a number of restricted stock units for the number of shares of common stock equal to $40,000 divided by the fair market value of a share of Class A common stock. The options were fully vested and exercisable on the date of grant. The per share exercise price of the options was equal to the fair market value of the common stock at the date of grant, which, under the 2006 Stock Plan for Non-Employee Directors, is the closing price of a share of Class A common stock on the New York Stock Exchange on the date of grant.

Our directors who reside in our service territory are entitled to receive free cable television service, high-speed-data and voice service for their primary residence.

Our non-employee directors are entitled to use the Company’s travel service department from time to time to make arrangements for their personal travel. Except as noted below, the Company does not pay any of the directors’ travel expenses other than the cost of travel on Company business. The Company believes it is beneficial to the Company for directors to participate in certain Company events and meet with management, customers and other individuals who have important relationships with the Company. Accordingly, from time to time the Company requests that certain directors attend events, including events outside the New York area. In these instances, the Company provides the directors with transportation and reimburses the directors for expenses for themselves and, in certain cases, their spouses.

Charles F. Dolan and James L. Dolan are employees of the Company and their compensation for 2010 is discussed under “Executive Compensation.”

Kristin A. Dolan, Thomas C. Dolan, Patrick F. Dolan, Brian G. Sweeney and Edward C. Atwood are employees of the Company and their compensation for 2010 is discussed under “Related Party Policy and Certain Transactions.”

 

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DIRECTOR COMPENSATION TABLE

The table below summarizes the total compensation paid to or earned by each of our non-employee directors for the year ended December 31, 2010. Directors who are employees of the Company receive no compensation for service as directors.

 

Name  

Fees Earned

Or Paid in

Cash

($)(1)

   

Stock

Awards

($)(2)(3)

   

Option

Awards

($)(4)

   

Non-Equity

Incentive Plan

Compensation

($)

   

Change in

Pension

Value and

Nonqualified

Deferred

Compensation

Earnings

   

All Other

Compensation

($)(5)

   

Total

($)

 

Zachary W. Carter

    62,000        110,000                             *        179,863   

Thomas V. Reifenheiser

    83,000        110,000                             *        200,959   

John R. Ryan

    114,763        110,000                                    224,763   

Vincent Tese

    98,000        110,000                             *        215,371   

Rand V. Araskog

    72,452        110,000                             *        191,615   

Frank J. Biondi

    80,754        110,000                                    190,754   

Marianne Dolan Weber

    67,000        110,000                             *        184,993   

Leonard Tow

    74,500        110,000                             *        193,545   

Kathleen M. Dolan

    56,000        110,000                                    166,000   

Deborah Dolan-Sweeney

    62,000        110,000                             *        180,353   

Brad Dorsogna

    63,500        110,000                                    173,500   

 

* Represents less than $10,000.

 

(1) The amounts reported for fees include expenses incurred in attending meetings for which the Company reimburses each non-employee director.

 

(2) This column reflects the aggregate grant date fair value of the 4,741 restricted stock units granted in 2010 to each non-employee director, as calculated under Accounting Standards Codification (“ASC”) Topic 718. For each non-employee director, the aggregate number of restricted stock units outstanding is as follows: Mr. Carter, 17,756; Mr. Reifenheiser, 25,068; Mr. Ryan, 25,068; Mr. Tese, 25,068; Mr. Araskog, 21,319; Mr. Biondi, 21,319; Ms. Dolan Weber, 21,319; Dr. Tow, 21,319; Ms. Kathleen Dolan, 14,681; Ms. Dolan-Sweeney, 10,449 and Mr. Dorsogna, 10,449.

 

(3) In connection with the MSG Distribution, certain anti-dilution adjustments were made to outstanding awards held by our directors. Each holder of a restricted stock unit received one share of MSG Class A common stock in respect of every four of the Company’s restricted stock units owned on the record date upon the MSG Distribution and has continued to be entitled to common stock (or cash or other property) in accordance with the award agreement.

 

(4) No stock options were granted in 2010.

For each non-employee director, the aggregate number of shares of Class A common stock underlying outstanding stock options at December 31, 2010 is as follows: Mr. Carter, 0; Mr. Reifenheiser, 8,000; Mr. Ryan, 16,000; Mr. Tese, 32,144; Mr. Araskog, 0; Mr. Biondi, 8,000; Ms. Dolan Weber, 8,000; Dr. Tow, 8,000; Ms. Kathleen Dolan, 0; Ms. Dolan-Sweeney, 0 and Mr. Dorsogna, 0.

 

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(5) This column includes, for each individual, as applicable, an amount for free cable television service, high-speed data and voice service, which in the aggregate were less than $10,000 per non-employee director.

PROPOSAL 2

Ratification of Appointment of Independent Registered Public Accounting Firm

The Audit Committee of the Board has approved the retention of KPMG LLP (“KPMG”) as our independent registered public accountants for 2011. KPMG will audit our financial statements for fiscal year 2011. We are asking that you ratify that appointment, although your ratification is not required. A KPMG representative will be at the annual meeting to answer appropriate questions and to make a statement if he or she desires. This proposal requires the affirmative vote of the majority of the votes cast by the holders of Class A common stock and Class B common stock, voting together as a single class. In accordance with our Amended and Restated Certificate of Incorporation, holders of Class A common stock have one vote per share and holders of Class B common stock have ten votes per share.

The Board unanimously recommends you vote FOR this proposal.

KPMG LLP Information

The following table presents fees for services rendered by KPMG in 2009 and 2010.

 

      2009      2010  
     (in thousands)  

Audit Fees(1)

   $ 7,578       $ 5,300   

Audit Related Fees(2)

     2,749         1,569   

Tax Fees(3)

     1,985         1,300   

All Other Fees

               
                 

Total Fees

   $ 12,312       $ 8,169   
                 

 

(1) Audit fees consisted of services for: (1) the audit of the Company’s annual financial statements for 2009 and 2010, (2) audits of internal control over financial reporting for 2009 and 2010 and (3) reviews of the interim financial statements included in the Company’s Quarterly Reports on Form 10-Q for 2009 and 2010. In addition, in 2010 audit fees included services related to the acquisition of Bresnan Cable.

 

(2) Audit related fees consisted principally of services relating to acquisitions, audits of certain subsidiary financial statements, audits of employee benefit plans, agreed upon procedures or expanded audit procedures to comply with contractual agreements or regulatory/franchise reporting requirements and filings with the Securities and Exchange Commission. In addition, in 2009 these fees included services related to the MSG Distribution and in 2010 these fees included services related to the proposed AMC Distribution.

 

(3) Tax fees consisted of fees for tax consultation services. In addition, in 2009 these fees included services related to the MSG Distribution and in 2010 these fees related to both the MSG Distribution and the proposed AMC Distribution.

 

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The Audit Committee’s policy requires that the Audit Committee pre-approve audit and non-audit services performed by the independent registered public accounting firm. The Audit Committee may delegate its pre-approval authority to the Chairman or any other member of the Audit Committee. All of the services for which fees were disclosed under “Audit Related Fees” and “Tax Fees” in the table above were pre-approved under the Audit Committee’s pre-approval policy.

REPORT OF AUDIT COMMITTEE

A role of the Audit Committee is to assist the Board in its oversight of the Company’s financial reporting process. As set forth in the charter of the Audit Committee, management of the Company is responsible for the preparation, presentation and integrity of the Company’s financial statements, the Company’s accounting and financial reporting principles and internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The independent registered public accounting firm is responsible for auditing the Company’s financial statements and expressing an opinion as to their conformity with generally accepted accounting principles.

In the performance of its oversight function, the Audit Committee has considered and discussed the audited financial statements with management and the independent registered public accounting firm. The Audit Committee has also discussed with the independent registered public accounting firm the matters required to be discussed by Statement on Auditing Standards No. 61, Communication with Audit Committees, as amended, as adopted by the Public Company Accounting Oversight Board in Rule 3200T. Finally, the Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by Independence Standards Board Standard No. 1, Independence Discussions with Audit Committees, as adopted by the Public Company Accounting Oversight Board in Rule 3600T, and has discussed with the auditors the auditors’ independence. All audit and non-audit services performed by the independent registered public accounting firm must be specifically approved by the Audit Committee or a member thereof.

Based upon the reports and discussions described in this report, the Audit Committee recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 filed with the Securities and Exchange Commission.

 

Members of the Audit Committee   
John R. Ryan     Vincent Tese        Leonard Tow   

 

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EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

Overview of Executive Compensation Program

Our executive compensation program is administered by our Compensation Committee. The responsibilities of the Compensation Committee are set forth in its charter. Among other responsibilities, the Compensation Committee (1) establishes our general compensation philosophy and, in consultation with management, oversees the development and implementation of compensation programs; (2) reviews and approves corporate goals and objectives relevant to the compensation of our Chief Executive Officer and the other executive officers of the Company who are required to file reports under Section 16(a) of the Securities Exchange Act of 1934, evaluates such executive officers’ performance in light of those goals and objectives and determines and approves their compensation levels based upon those evaluations; (3) oversees the activities of the committee or committees administering our retirement plans. The Compensation Committee also administers our shareholder approved compensation plans. For more information about the Compensation Committee, please see “Board of Directors and Committees — Committees — Compensation Committee.”

Compensation Consultant

In accordance with its charter, the Compensation Committee has the authority to engage outside consultants to assist in the performance of its duties and responsibilities. The Compensation Committee uses a compensation consultant to assist the Compensation Committee in determining whether the elements of the Company’s executive compensation program are reasonable and consistent with the Company’s objectives. The compensation consultant advises the Compensation Committee on designing the executive compensation program and the reasonableness of individual compensation awards. The compensation consultant reports directly to the Compensation Committee, although the compensation consultant meets with members of management from time to time for purposes of gathering information on management proposals and recommendations to be presented to the Compensation Committee.

As part of its ongoing engagement, the compensation consultant, ClearBridge Compensation Group (“ClearBridge”), conducted a review of 2010 executive compensation to assist the Compensation Committee in determining compensation programs and decisions for 2011 (“2010 Total Compensation Review”). The Compensation Committee has retained ClearBridge to assist in designing and establishing the Company’s executive compensation program for 2011.

Role of Executives in Compensation

The Compensation Committee reviews the performance and compensation of the Chief Executive Officer and the Chairman and, following discussions with its compensation

 

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consultant, establishes each of their compensation. The management of the Company provides to the Compensation Committee, either directly or through the compensation consultant, management’s recommendations on the compensation, including annual cash incentive compensation, for executive officers other than the Chief Executive Officer and the Chairman. The Chief Executive Officer and the Chief Operating Officer assist the Compensation Committee and its compensation consultant in determining the Company’s core peer group and the peer group comparisons, as described below. Other members of management provide support to the Compensation Committee as needed. Based upon a review of performance and historical compensation, recommendations and information from members of management, and discussions with its compensation consultant, the Compensation Committee determines and approves compensation for the executive officers.

Executive Compensation Program Objectives and Philosophy

The Company is one of the nation’s leading entertainment and telecommunications companies. The Company is the fifth largest cable operator in the United States, based on the number of basic video subscribers, and also operates cable programming networks, telecommunications companies and a newspaper publishing business. As of December 31, 2010, the Company served approximately 3.3 million basic video subscribers, approximately 2.9 million high-speed data service subscribers and approximately 2.3 million voice subscribers, in and around the New York metropolitan area and in Montana, Wyoming, Colorado, and Utah. We believe that our cable television systems comprise the largest metropolitan cluster of cable television systems under common ownership in the United States (measured by number of basic video subscribers). Through our Rainbow Media Holdings LLC subsidiary, the Company owns interests in companies that produce and distribute national entertainment programming services, such as AMC, WE tv, IFC and Sundance Channel. Through our Cablevision Lightpath, Inc. subsidiary, we provide telephone services and high-speed Internet access to the business market. In addition, we own approximately 97.2% of Newsday LLC which operates a newspaper publishing business. We also own a regional news and high school sports programming service, a motion picture theater business, and a cable television advertising sales business. We operate our businesses in an increasingly competitive, highly regulated, rapidly changing and complex technological environment. We strive to remain competitive by developing new and advanced products and services and continuously improving our offerings.

Despite the economic environment in 2010, the Company achieved approximately $7.2 billion of consolidated net revenue, $2.6 billion of consolidated adjusted operating cash flow and $1.5 billion of consolidated operating income for the year ended December 31, 2010. All of these measures were higher than the comparable amounts for 2009. See “Executive Compensation — Compensation Practices and Policies — Performance Objectives” for a description of how we calculate adjusted operating cash flow.

 

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In 2010, the Company also took numerous steps to create value for its stockholders, including increasing our quarterly dividend by 25% to $ 0.125 per share and initiating a stock repurchase program under which the Company repurchased approximately 10.8 million shares through December 31, 2010.

The Company completed two strategic transactions in 2010. In February 2010, the Company completed the MSG Distribution, successfully creating a new stand-alone public company owning the assets previously included in our Madison Square Garden segment. This transaction was structured as a tax-free distribution for the Cablevision stockholders. For the year ended December 31, 2010, the total shareholder return of the Cablevision Class A common stock (adjusted for the MSG Distribution) and including the Cablevision quarterly dividend was approximately 61%. The annual return for the S&P 500 in 2010 was approximately 15%.

During 2010, the Company acquired the cable television systems of Bresnan Communications, adding approximately 300,000 basic subscribers to its cable television operations.

The Company places great importance on its ability to attract, retain, motivate and reward experienced executives who can continue to achieve strong financial, operational and stock performance. The Company strives to do so by developing executive compensation policies and programs that are consistent with, explicitly linked to, and supportive of the strategic objectives of growing the Company’s businesses and maximizing stockholder value. Our named executive officers, who are the five executive officers listed in the tables under “Executive Compensation Tables” below, as well as an executive who was an executive officer until the date of the MSG Distribution in February 2010, have a combined total of more than 150 years of service in the cable and telecommunications industries with the Company and other companies. The Compensation Committee seeks to offer both short-term and long-term incentive compensation programs that will provide competitive compensation, drive Company performance and encourage executive retention.

The following principles describe the key objectives of our executive compensation program:

 

   

First, the majority of compensation for the Company’s executive officers should be at risk and based on the performance of the Company, so that actual compensation levels depend upon the Company’s actual performance as determined by the Compensation Committee;

 

   

Second, over time, incentive compensation of the Company’s executive officers should focus more heavily on long-term rather than short-term accomplishments and results;

 

   

Third, equity-based compensation should be used to align executive officers interests with the stockholders’ interests; and

 

   

Fourth, the overall executive compensation program should be competitive, equitable and structured so as to ensure the Company’s ability to attract, retain, motivate and reward

 

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the talented executives who are essential to the Company’s continuing success. Total direct compensation, rather than individual compensation elements, is the Compensation Committee’s focus in providing competitive compensation opportunities.

In formulating the executive compensation program, the Compensation Committee seeks to fulfill these objectives by maintaining appropriate balances between (1) short-term and long-term compensation, (2) cash and equity compensation and (3) performance-based and non-performance-based compensation.

Compensation Practices and Policies

Employment Agreements

We have written employment agreements with each of our named executive officers. In December 2009 we entered into new employment agreements with James L. Dolan, Thomas M. Rutledge and Hank J. Ratner. Messrs. Rutledge and Ratner were parties to employment agreements that were scheduled to expire on December 31, 2009. The Company believed that it was important to enter into new employment agreements with these executives in order to benefit from their continued retention. The Company also entered into a new employment agreement with Mr. James L. Dolan to extend the term of his employment with the Company and to take into account his continuing responsibilities with Madison Square Garden, Inc. (“MSG”) following the MSG Distribution. Mr. Ratner’s new employment agreement with the Company also reflects his role as an executive officer of MSG. The new employment agreements with Mr. Dolan and Mr. Ratner became effective on the February 9, 2010 effective date of the MSG Distribution and each of them is a party to a separate employment agreement with MSG which also became effective on that date. Mr. Ratner was an executive officer of the Company until the date of the MSG Distribution. Mr. Rutledge’s new agreement became effective on December 21, 2009. In May 2010, we entered into a new employment agreement with Michael P. Huseby and in March 2011, we entered into a new employment agreement with Gregg G. Seibert. For a description of the terms and provisions of the employment agreements of the named executive officers, see “Executive Compensation Tables — Employment Agreements”.

Performance Objectives

As described below under “ — Elements of In-Service Compensation”, the Company grants performance-based cash incentives as important elements of executive compensation.

Generally, the performance metrics for the incentives have been based on net revenues and on adjusted operating cash flow, which we also refer to as “AOCF”, a non-GAAP financial measure, defined as operating income (loss) excluding depreciation and amortization (including impairments), stock based compensation expense or benefit and restructuring expense or credits. The Company considers these performance measures to be key measures of the Company’s operating performance. At the time of grant of an award, the performance measures used may contemplate certain potential future adjustments and exclusions.

 

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Tally Sheets

The Compensation Committee has reviewed tally sheets setting forth all components of compensation payable, and the benefits accruing, to the named executive officers for the completed fiscal year, including all cash compensation, perquisites and the current value of outstanding equity-based awards. The tally sheets also set forth potential payouts to the named executive officers upon various types of termination. The Compensation Committee considers the information presented in the tally sheets in determining future compensation.

Benchmarking

As part of the 2010 Total Compensation Review, ClearBridge assisted the Compensation Committee in (1) determining a peer group to be used for competitive comparisons, (2) assessing executive compensation in comparison with the peer group and in light of the Company’s performance and (3) reviewing the Company’s equity and cash-based executive incentive programs, taking into account evolving market trends. The Compensation Committee reviewed and compared several elements of compensation from a core peer group of companies in the same general industry or industries as the Company as well as companies of similar size and business mix to evaluate the competitiveness and appropriateness of our compensation program. The Compensation Committee, with the assistance of ClearBridge, selected the companies that would comprise the core peer group in 2010, which were Comcast Corporation, DIRECTV Group, Inc., Time Warner Cable, Inc., Viacom Inc., CBS Corporation, Qwest Communications Inc., DISH Network Corporation, Liberty Media Corporation, Discovery Communications, Scripps Network, and Charter Communications, Inc. Because we also compete for executives with more diversified companies, the Compensation Committee also considered a supplemental reference group that included AT&T Inc., Verizon Communications Inc., Time Warner Inc., The Walt Disney Company, Sprint Nextel Corporation and News Corporation. The Compensation Committee determined that the core peer group represented an appropriate benchmark for the competitive market for our senior executive talent, and the supplemental reference group provided an additional relevant point of reference. The core peer group is a broader group of companies than the companies included in the peer group for the stock performance graph contained in our Annual Report on Form 10-K.

In connection with the 2010 Total Compensation Review, ClearBridge presented to the Compensation Committee a comparison of base salary, target bonus, total cash compensation (defined as base salary plus target bonus), long-term incentives and total direct compensation (defined as total cash compensation plus the annualized value of long-term incentives) with the median, 75th percentile and 90th percentile of the core peer group and also compared compensation levels with the supplemental reference group. In the analysis, it was noted that, as in prior years, there was limited market information regarding the role and compensation of chairmen who are executive officers but not chief executive officers. The Compensation Committee considered that the Company’s founder and Chairman, Mr. Charles F. Dolan,

 

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continues to play a unique and important role in setting the strategic direction of the Company, in addition to his role on the Board. The Compensation Committee determined to exclude Mr. Charles F. Dolan from these comparisons with officers of the members of the core peer group. The Compensation Committee concluded that as a result of Mr. Dolan’s important role in setting the strategic direction of the Company, an appropriate general guideline for Mr. Dolan’s target total direct compensation for 2010 was slightly below the target total direct compensation of the Chief Executive Officer of the Company.

The Compensation Committee also received information presented by ClearBridge in the 2010 Total Compensation Review concerning comparisons of compensation levels for the other named executive officers to comparable positions among the peer companies. Compensation of the Company’s Chief Executive Officer, Mr. James L. Dolan, was compared to chief executive officers at the peer group companies. Compensation of Mr. Thomas M. Rutledge, Chief Operating Officer of the Company, was treated as a second ranking executive and was compared to a benchmark to be equal to 65% of the compensation of the chief executive officer at the peer group companies. Compensation of Mr. Michael P. Huseby, Chief Financial Officer of the Company and Mr. Gregg G. Seibert, Executive Vice President of the Company were compared to chief financial officers at the peer companies. The Compensation Committee also took into account the responsibilities of Messrs. James L. Dolan and Hank J. Ratner with MSG following the MSG Distribution.

In addition, ClearBridge presented to the Compensation Committee a comparison of the Company’s performance with the performances of the members of the core peer group and the supplemental reference group and industry-wide performance levels. ClearBridge believed that direct compensation comparisons with the core peer group were appropriate since the Company competes directly with the core peer group for executive-level talent.

Based on the 2010 Total Compensation Review, the Compensation Committee set a general guideline for target total direct compensation based on a combination of internal and market considerations. Internal factors include experience, skills, position, level of responsibility, historic and current compensation levels, internal relationship of compensation levels between executives, as well as attraction and retention of executive talent. Market considerations include referencing market pay levels and pay practices among a peer group of companies with a reference to the third quartile of the core peer group. The Compensation Committee’s decisions are based upon a combination of these considerations and may exceed or fall below the third quartile of the core peer group. The Compensation Committee believed that this range was appropriate in light of the dynamics, diversity, complexities and competitive nature of the Company’s businesses as well as the Company’s performance. The Compensation Committee believed that the guideline for target total direct compensation provided a useful point of reference, along with the other factors described above, in administering the Company’s executive compensation program.

In connection with Mr. Ratner’s employment agreement with the Company entered into in December 2009, Mr. Ratner received a special award of shares of restricted Class A common

 

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stock with a target value of $1,750,000 in March 2010. In connection with Mr. Rutledge’s new employment agreement with the Company entered into in December 2009, Mr. Rutledge received a one-time retention award in the form of a cash payment of $7,750,000 in December 2009 and a one-time special award of shares of restricted Class A common stock with a target value of $10,750,000 in March 2010. In addition, Mr. Ratner and Mr. Rutledge each received a special retirement benefit in the form of a $15,000,000 deferred compensation award. In light of the fact that these awards were made as part of the negotiation of new employment agreements with these executives, none of these awards were compared to the guidelines otherwise used for comparisons of compensation levels for Messrs. Ratner and Rutledge. See “Executive Compensation Tables — Employment Agreements”.

Elements of In-Service Compensation

Our executive compensation program consists of three principal elements, each of which is important to the Company’s desire to attract, retain, motivate and reward highly-qualified executives. The three principal compensation elements are base salary, annual cash incentives and long-term incentives. In addition, each executive officer is also eligible to receive certain benefits, which are generally provided to all other eligible employees, and certain perquisites described below.

A significant percentage of total direct compensation is allocated to incentive compensation in accordance with the Compensation Committee’s philosophy as described above. The Compensation Committee reviews historical Company compensation and other information provided by its compensation consultant and other factors such as experience, performance and length of service to determine the level and mix of compensation for executive officers, by position and grade level, that the Compensation Committee has deemed appropriate.

Base Salaries

The Compensation Committee is responsible for setting the base salaries of the named executive officers. Base salaries for these executives have been set at levels that are intended to reflect the competitive marketplace in attracting and retaining quality executives. Each of the employment agreements of the named executive officers contains a minimum base salary level. For information regarding these minimum base salary levels, please see “ — Employment Agreements” below. The Compensation Committee currently reviews the salaries of the named executive officers no less frequently than on an annual basis. The Compensation Committee evaluates each executive’s performance, experience and grade level and may increase executive salaries. Based on their performance and in accordance with the terms of the employment agreements, the Compensation Committee, in its discretion, has increased base salaries for the named executive officers over time. Based on evaluation of performance, experience, grade level, and the competitive marketplace, the Compensation Committee reviewed the base salaries of the named executive officers in 2010. The Compensation Committee increased the base salaries of Messrs. Rutledge, Huseby and Seibert in 2010 by $102,000, $32,000 and $400,000,

 

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respectively. The base salaries for the named executive officers in 2010 are set forth in the Summary Compensation Table under “Executive Compensation Tables” below.

Annual Incentives

Under our executive compensation program, annual incentive awards, or bonuses, are made to executive officers and other members of management. For the named executive officers and other individuals that the Compensation Committee determines may be covered by Section 162(m) of the Internal Revenue Code, as amended, 2010 bonuses were granted under the 2006 Cash Incentive Plan (“CIP”), a stockholder approved plan. For all other members of management, bonuses were granted under a management performance incentive program (“MPIP”) administered by the Compensation Committee.

Annual incentive awards are designed to link directly executive compensation to the Company’s performance and provide incentives and rewards for excellent business performance during the year. Each bonus-eligible employee is assigned a target bonus of a percentage of that employee’s annual base salary. The target bonuses are determined based upon the applicable employee’s position, grade level, responsibilities, and historical and expected future contributions to the Company. In addition, each of the employment agreements of the named executive officers other than Mr. Charles F. Dolan contains a minimum target bonus level. For information regarding these minimum target bonus levels, please see “— Employment Agreements” below. The Compensation Committee currently reviews the target bonus levels of the named executive officers no less frequently than on an annual basis. The Compensation Committee evaluates each executive’s performance, experience and grade level and may adjust executive target bonus levels accordingly. Based on their performance and in accordance with the terms of the employment agreements, the Compensation Committee, in its discretion, has increased target bonus levels for the named executive officers over time. Target bonuses for 2010 were as follows: Mr. Charles F. Dolan — 175%; Mr. James L. Dolan — 200%; Mr. Ratner — 200%; Mr. Rutledge — 200%; Mr. Huseby — 90%; Mr. Seibert — 90%.

The payment of annual incentive awards depends on the extent to which the Company achieves performance objectives established by the Compensation Committee. For 2010, under the CIP, if the Company achieved a target rate of growth in AOCF as compared to 2009, each named executive officer would be eligible to receive payment of an annual incentive award equal to the lesser of $10 million and two times his target bonus, subject to the Compensation Committee’s discretion to reduce the award. In general, under the CIP, regardless of whether the Company achieves, exceeds or fails to achieve its target metrics, the Compensation Committee has the discretion only to decrease bonuses if the Company wishes to preserve the Section 162(m) deduction. For 2010, the performance target for the named executive officers was 5% growth in the Company’s AOCF in 2010 as compared with 2009. As the Company’s actual AOCF growth for the period was in excess of 5%, the performance target was met. The Compensation Committee elected to exercise its negative discretion and to reduce the incentive award

 

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payments to the levels that the named executive officers would have received if they had been participants in the MPIP. The Compensation Committee established MPIP performance metrics that varied depending upon the eligible employee’s specific business unit. These performance objectives related to items such as net revenues, AOCF, subscribers, revenue generating units, advertising revenue, capital expenditures and other division-specific strategic and operating metrics. For executive officers and other individuals who hold corporate positions at the Company, the MPIP metrics were predominantly based on a weighted average of the comparisons of all of the business units’ performances against their respective performance objectives. In determining to use the MPIP payouts for the bonuses payable to the named executive officers, the Compensation Committee used this weighted average. Bonuses awarded under the MPIP may also be adjusted for recipients’ individual performances. To the extent the Company exceeds the MPIP performance metrics, employees may receive payments greater than their target bonuses.

As part of the process for determining executive compensation in 2010, the Compensation Committee reviewed the payouts that the named executive officers were expected to receive in 2010 for performance awards granted in prior years, as well as each executive officer’s performance, experience and grade level.

In connection with Mr. Rutledge’s employment agreement with the Company entered into in December 2009, Mr. Rutledge received a one-time retention award in the form of a cash payment of $7,750,000. See “Executive Compensation Tables — Employment Agreements”.

Long-Term Incentives

Our executive compensation program is designed to achieve the objectives described above under “Executive Compensation Program Objectives and Philosophy”. Our core long-term incentive program in 2010 for all executives consisted of two elements: restricted stock and cash performance awards. These long-term incentives were awarded to members of management, except our most senior executives, based upon each individual’s grade level and provided approximately 50% of the value of their long-term incentive awards in restricted stock and approximately 50% of the value of their long-term incentive award as cash performance awards. We believe restricted stock would provide the named executive officers with an incentive to improve the Company’s stock price performance and a direct alignment with stockholders’ interests, as well as a continuing stake in the long-term success of the Company. The cash performance awards also would provide strong incentives for the executives to help the Company achieve specific long-term financial objectives. In addition, because these equity and cash awards would vest over time, we believe these awards would provide strong incentives for the executives to remain with the Company.

In 2009, the long-term incentive program for our most senior executives, including the named executive officers, was changed to add stock options as a third long-term incentive element for those executives, while maintaining the same target long-term incentive compensation value

 

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based upon each individual’s grade level. We believed adding stock options for those executives reinforced alignment with stockholders’ interests. As a result in 2009, the named executive officers received approximately 40% of the value of their long-term incentive awards in stock options, approximately 30% in restricted stock and approximately 30% of the value of their long-term incentive awards as cash performance awards.

In 2010, we changed the long-term incentive program for our most senior executives, including the named executive officers and returned to the mix of elements used in 2007 and 2008: restricted stock and cash performance awards. As a result of the change in the long-term incentive program, in 2010, the named executive officers received approximately 40% of the value of their total long-term incentive awards in restricted stock and approximately 60% of the value of their long-term incentive awards as cash performance awards. The long-term incentives for other executive officers and members of management continue to consist of approximately 50% each of restricted stock and cash performance awards. We continued the same mix of elements for the long-term incentive program in 2011.

Grants of long-term incentives are made under stockholder-approved plans. Prior to 2006, restricted stock, stock options and stock appreciation rights awards were granted under our 1996 Amended and Restated Employee Stock Plan, which expired by its terms in February 2006. This plan was replaced by our 2006 Employee Stock Plan, which was approved by stockholders at our annual meeting in May 2006. Cash awards have been made under our Long-Term Incentive Plan, which was replaced by the CIP in May 2006.

As described above under “ — Compensation Practices and Policies — Other,” our goal is to make annual grants of the elements of our long-term incentive program to eligible employees after the public announcement of our annual financial information. Restricted stock and performance awards were granted in March 2011. The current executive compensation program annual long-term incentives were granted in March 2011, with any grants for new eligible employees hired after annual grants, but prior to October 1 of each year, to be made in October.

Restricted Stock

Under our executive compensation program, annual grants of restricted stock are made to executive officers and other members of management. An award of restricted stock provides the recipient with a specified number of shares of Class A common stock as long as the recipient remains employed by the Company through the date that the restrictions lapse. Under the current executive compensation program, restricted stock awards will vest in their entirety on the third anniversary of the date of grant (i.e., 3-year cliff vesting) as long as the recipient is continuously employed until such date. Information regarding restricted stock awards for the named executive officers in 2010 is set forth in the Summary Compensation Table and the Grants of Plan-Based Awards Table under “Executive Compensation Tables” below. More information regarding other restricted stock grants for the named executive officers appears in the Outstanding Equity Awards at Fiscal Year-End Table under “Executive Compensation

 

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Tables” below. Vesting of restricted stock awards granted in March 2010 to Messrs. Charles F. Dolan, James L. Dolan, Thomas M. Rutledge, Michael P. Huseby and Gregg G. Seibert was subject to the Company achieving a performance condition designed to achieve tax deductibility under Section 162(m) of the Internal Revenue Code. The performance condition required the Company to achieve a 1% target rate of growth in AOCF (relative to 2009) in any of the three fiscal years 2010, 2011 and 2012. This performance requirement was met in 2010.

In connection with Mr. Rutledge’s employment agreement with the Company, he received a special award of 460,200 shares of restricted Class A common stock in March 2010. This award is subject to the same terms, including risk of forfeiture, reflected in the Company’s current standard form restricted stock agreement, except that the forfeiture restrictions on the shares subject to the special stock award expired with respect to two-thirds of the shares on December 15, 2010 and will expire with respect to the remaining one-third of the shares on December 15, 2011, provided, that on such date, the restrictions will expire only to the extent the performance objectives set forth in the employment agreement have been met. Regarding the expiration of the restrictions on the two-thirds of the shares on December 15, 2010, the performance objectives were achieved. If Mr. Rutledge’s employment with the Company is terminated after December 15, 2010, and before December 15, 2011, other than in the circumstance described in his employment agreement, he must return to the Company a cash payment equal to the value of the number of shares of the Class A common stock equal to the product of (x) the number of gross shares of Class A common stock with respect to which the forfeiture restrictions expired on December 15, 2010, multiplied by (y) a fraction, the numerator of which is 12 less the number of monthly anniversaries of December 15, 2010 through and including December 15, 2011 that he was employed by the Company, and the denominator of which is 12. See “ — Employment Agreements”.

Pursuant to his employment agreement with the Company, in March 2010 Mr. Ratner also received a one-time special award of 75,000 shares of restricted Class A common stock subject to the same terms reflected in the Company’s current standard form restricted stock agreement, with the forfeiture restrictions on all of the shares expiring on the third anniversary of the grant (i.e., 3-year cliff vesting).

Performance Awards

The current executive compensation program contemplates annual grants of three-year performance awards to executive officers and other members of management to be earned on the basis of long-term performance relative to pre-established financial goals. The Compensation Committee sets the performance objectives for each award in the first quarter of the year of grant. Each recipient will be eligible to receive a specified dollar amount, depending on the employee’s grade level, to the extent that the performance objectives are achieved.

The performance awards granted in 2010 will be payable in 2013 if the Company achieves specified targets of net revenues or AOCF in the year ending December 31, 2012. The target

 

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levels of net revenues and AOCF were derived from the Company’s five-year plan for its operating business units presented to the Board in connection with the Company’s 2010 annual budget. These targets were intended to measure ongoing operating performance of the Company and are subject to various adjustments such as for acquisitions and dispositions and investments in new business initiatives and exclude all charges for long-term performance based compensation. In determining achievement of the 2010 performance awards, each performance measure is weighted equally. The awards provide for a potential payout on a sliding scale such that the actual payment may range from zero (if both incremental operating business unit net revenues and incremental operating business unit AOCF fail to reach at least 60% of the targets) to 200% (if, for example, both incremental operating business unit net revenues and operating business unit AOCF equal or exceed 158% of the targets). If the Company does not achieve threshold levels of performance, the award does not provide for any payment. If the Company exceeds threshold levels but does not achieve the targeted rates, or if the Company achieves one target but not both, the award provides for partial payments. In addition, if results exceed the desired targets, recipients will be rewarded for the exceptional performance. Based on the experience and grade level of the named executive officers in 2010, the Compensation Committee granted Messrs. Charles F. Dolan, James L. Dolan, Ratner, Rutledge, Huseby and Seibert performance awards with targeted amounts of $4,380,000, $4,110,000, $750,000, $3,990,000, $1,230,000 and $1,230,000, respectively. Performance awards for the named executive officers granted in 2010 are set forth in the Grants of Plan-Based Awards Table under “Executive Compensation Tables” below.

Because the targets for all performance awards have been derived from the Company’s confidential five-year strategic plans, which are not disclosed publicly for competitive reasons, we do not believe it is appropriate to disclose specific numerical targets. Disclosure of these targets could provide information that could lead to competitive harm. We believe that our five-year plans, and consequently the targets set for the performance awards, are ambitious and reflect desired above-market performance. In determining the threshold levels of performance, the Compensation Committee considered, among other factors, the Company’s five-year plan and the degree of difficulty in achieving the targets, including a comparison of the five-year plan with analysts’ published projections of our growth as well as of some of our competitors. The 2010 performance award includes a sliding scale of payouts based upon the levels of incremental net revenues and AOCF. The Compensation Committee believes that the lowest levels on the sliding scale should be achieved, although there can be no assurance this will occur. As the payout scale increases, the likelihood of achievement decreases and the payouts increase. The Compensation Committee has the authority to amend or waive the performance targets under these awards and to make interpretations and adjustments thereto.

Stock Options

As discussed above, under our 2009 executive compensation program, we issued stock options to our most senior executives, including the named executive officers, in addition to restricted

 

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stock and cash performance awards. The executive compensation program in 2010 and 2011 does not include stock options. Each stock option granted in 2009 was granted with an exercise price no less than the closing price of the Class A common stock on the date of grant. Stock options will have value only if, and to the extent that, the price of Class A common stock on the date the stock option is exercised exceeds this exercise price. Generally, the stock options granted in 2009 vest over three years in 33-1/3% annual increments and expire 5-1/2 years from the grant date; however certain stock options granted in 2009 had a 10 year term.

Under our executive compensation program, prior to 2007, annual grants of stock options were made to the named executive officers. Each stock option was required to be granted with an exercise price no less than the closing price of Class A common stock on the date of grant. Stock options will have value only if, and to the extent that, the price of Class A common stock on the date the stock option is exercised exceeds this exercise price. Generally, the stock options vested over three years in 33-1/3% annual increments and expire 10 years from the grant date. More information regarding other stock option grants to the named executive officers appears in the Outstanding Equity Awards at Fiscal Year-End Table under “Executive Compensation Tables” below.

Retention Awards

In connection with their entering into new employment agreements with the Company, Messrs. Ratner and Rutledge each received a special retirement benefit in the form of a $15,000,000 deferred compensation award. See “ — Employment Agreements”.

Other Types of Awards in Prior Years

In the past we have issued other types of long-term incentives to our executive officers and other members of management, such as stock options, performance-based stock options, stock appreciation rights, performance retention awards and deferred compensation awards. In 2007 and 2008, our executive compensation program contemplated grants of only two types of long-term incentives: restricted stock and cash performance awards, as described above.

Under our former executive compensation program, grants of stock appreciation rights (“SARs”) were made to the executive officers and other members of management. SARs are the right to receive the appreciation in the value of Class A common stock over a specified period of time. Upon exercise of a SAR, the award recipient will receive an amount of cash, common stock or a combination of cash and common stock equal to the amount of the appreciation. Historically, the Company granted SARs in tandem with options. Each SAR was required to be granted with an exercise price no less than the closing price of a share of Class A common stock on the date of grant; for a tandem SAR, the exercise price is equal to the exercise price per share of the related option. Generally the SARs vested over three years in 33 1/3% annual increments and expire 10 years from the grant date. More information regarding SAR grants for the named executive officers appears in the Outstanding Equity Awards at Fiscal Year-End Table under “Executive Compensation Tables” below.

 

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Our former executive compensation program also included special retention incentives called deferred compensation awards. Although the Company referred to these awards as “deferred compensation awards,” we do not believe that they constitute “deferred compensation” under Section 409A of the Internal Revenue Code. These awards were generally made to executive officers and other members of management. The purpose of these deferred compensation awards was to attract and retain senior executives. The named executive officers other than Charles F. Dolan and Gregg G. Seibert received these awards in October 2004. Charles F. Dolan received his deferred compensation award in November 2005 with economics and vesting designed to give him the same economics and rights as if he had received the award at the same time as the other recipients.

The deferred compensation awards contemplated an initial award amount for each recipient of $500,000. Each year, on the anniversary date of the award, the award amount grows by an additional amount equal to the lesser of 20% of the individual’s annual base salary in effect at that time and $150,000. In addition, the award amount is increased by quarterly interest, at an annual interest rate equal to the average of the one-year LIBOR fixed-rate equivalent for the ten business days immediately preceding October 1st of each year. The deferred compensation award will be paid in installments: 50% of the then-current award amount was payable on the fifth anniversary of the effective date of the award (October 2009 for the named executive officers), and the balance of the then-current award amount is payable on the seventh anniversary of the effective date (October 2011 for the named executive officers), so long as the recipient continues to be an employee of the Company through those dates. Information regarding the deferred compensation awards of the named executive officer is set forth in the Summary Compensation Table under “Executive Compensation Tables” below.

Benefits

Benefits offered to executive officers generally provide for retirement income and serve as a safety net against hardships that can arise from illness, disability or death. The executive officers are eligible to participate in the same health and welfare benefit plans made available to the other benefits-eligible employees of the Company, including, for example, medical, dental, vision, life insurance and disability coverage. In addition to the standard life insurance available to all employees (based on a multiple of base salary, up to a $4,000,000 cap on the total amount of life insurance), the Company purchased whole life insurance policies for certain current and former senior executives of the Company, including Messrs. Charles F. Dolan, James L. Dolan and Ratner. The policies originally provided coverage (before the application of any dividends to purchase increased insurance) in the amount of the greater of three times the individual’s annual base salary as in effect in 1996 or the death benefit provided under previous policies. As of each respective policy’s 2010 anniversary date, the policies provided estimated death benefits for these executives in the following amounts: Charles F. Dolan — $3,489,919; James L. Dolan — $1,826,274; and Hank J. Ratner — $937,098. Based on current projections, the Company believes the policies for Messrs. Charles F. Dolan and James L. Dolan are fully funded and the Company does not anticipate

 

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the need to make any additional premium payments. The expected death benefits are expected to grow over time to the extent that the dividends payable on the policy values exceed the premiums required to fund the death benefit. Information regarding premiums paid by the Company with respect to each of the executive officers is set forth in the Summary Compensation Table under “Executive Compensation Tables” below. Information regarding premiums paid by the Company is set forth in the Summary Compensation Table under “Executive Compensation Tables” below.

Defined Benefit Plans

The Company maintains the Cablevision Cash Balance Pension Plan, a tax qualified defined benefit plan, for participating employees, including executive officers. Under the Company’s Excess Cash Balance Plan, a non-qualified deferred compensation plan, the Company provides additional benefits to employees who are restricted by the applicable Internal Revenue Service (“IRS”) annual compensation limitation.

The Company’s Nonqualified Supplemental Benefit Plan provides actuarially determined pension benefits for certain employees of the Company or its subsidiaries and affiliates who were previously employed by CSSC, L.L.C., which is wholly owned by Charles F. Dolan and his spouse. There are only two remaining active employees of the Company who accrue benefits under this plan, only one of whom is a named executive officer, Charles F. Dolan.

More information regarding the Cash Balance Pension Plan, the Excess Cash Balance Plan and the Nonqualified Supplemental Benefit Plan is provided with the Pension Benefits Table under “Executive Compensation Tables” below.

Defined Contribution Plans

Under the Cablevision 401(k) Savings Plan (the “401(k) Plan”), a tax-qualified retirement savings plan, participating employees, including executive officers, may contribute into their plan accounts a percentage of their eligible pay on a before-tax basis as well as a percentage of their eligible pay on an after-tax basis. The Company matches 50% of the first 6% of eligible pay contributed by participating employees. The Company matching contributions are subject to vesting limitations for the first three years of employment.

In addition, the Company offers an Excess Savings Plan, a non-qualified deferred compensation plan, to employees who are restricted by the applicable IRS annual compensation limitation and/or the pre-tax income deferral limitation. More information regarding the Excess Savings Plan is provided with the Nonqualified Deferred Compensation Table under “Executive Compensation Tables” below.

The Company’s Nonqualified Supplemental Benefit Plan also includes a defined contribution component. The Company provides allocations to the participant’s notional accounts. There are only two remaining active employees of the Company who accrue benefits under this plan, only one of whom is a named executive officer, Charles F. Dolan.

 

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Matching contributions made by the Company under the 401(k) Plan and the Excess Savings Plan and allocations under the defined contribution portion of the Nonqualified Supplemental Benefit Plan on behalf of the named executive officers are set forth in the Summary Compensation Table under “Executive Compensation Tables” below.

Perquisites

The Company provides certain perquisites to executive officers as described below. The aggregate value of perquisites received by each of the named executive officers is set forth in the Summary Compensation Table under “Executive Compensation Tables” below.

Telecommunications Services

The Company’s perquisites include access to telecommunications services (cable television, high-speed data and voice) at no monthly cost to employees, including executive officers, living in the Company’s service area. Certain employees living outside the service area are eligible for reimbursement of certain costs in purchasing similar services. The services provided vary depending on the grade level of the employee.

Executive Security

In order to address the security concerns of the Company, we have established an executive security program for the protection of the named executive officers. Recommendations of a third party security expert have been implemented for office, home and travel, at the Company’s cost, to the extent approved by the Compensation Committee. Because certain of these costs can be viewed as conveying personal benefits to the named executive officers, they are reported as perquisites.

Car and Driver

In connection with our executive security program, Messrs. Charles F. Dolan and James L. Dolan each has a Company car and driver assigned to them on a full-time basis, which they are permitted to use for their personal use in addition to business purposes. In addition, certain executive officers and members of management have used Company cars and drivers on a limited basis for personal use.

To the extent employees use a Company car and driver for personal use those employees are imputed compensation for tax purposes. For compensation reporting purposes, the benefit attributable to the personal use of Company cars is valued at a portion of the cost of the driver and car plus car maintenance, fuel and other related costs, based on an estimated percentage of use.

Aircraft

The Company owns and operates three passenger helicopters and leases and operates a jet to facilitate business travel of senior executives. As described under “Related Party Policy and

 

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Certain Transactions — Certain Other Transactions,” the Company also has two separate dry lease agreements with entities controlled by Charles F. Dolan or other members of the Dolan family pursuant to which the Company has the right to use fixed-wing aircraft operated by such entities.

Generally, Messrs. Charles F. Dolan and James L. Dolan are permitted to use the helicopters and the jet for personal travel. In addition, certain other executive officers and other members of management are permitted to use the helicopters and the jet for personal travel upon the approval of the Chief Executive Officer or his designee. Messrs. Hank J. Ratner, Thomas M. Rutledge and Gregg G. Seibert are permitted to use the Company jet (or in certain limited circumstances with the approval of the Company), other aircraft owned by entities controlled by Charles F. Dolan or other members of the Dolan family which the Company has the right to use) for up to 50 flight hours annually for Messrs. Ratner and Rutledge, and 35 hours annually for Mr. Seibert, for personal travel. Personal use of the helicopters has primarily been for purposes of commutation.

To the extent any employee uses any of the aircraft for personal travel without reimbursement, they are imputed compensation for tax purposes based on the Standard Industry Fare Level rates that are published biannually by the IRS. For compensation reporting purposes, we valued the incremental cost of the personal use of the aircraft based on the variable costs incurred by the Company net of reimbursements received from executives. The incremental cost of the use of the aircraft does not include any costs that would have been incurred by the Company whether or not the personal trip was taken, such as lease and insurance payments, pilot salaries and other overhead costs.

In connection with any personal travel on the Company jet, Charles F. Dolan and James L. Dolan reimburse the Company for the actual expenses of each specific flight at the maximum amount the Company may legally charge under Part 91 of the Federal Aviation Regulations.

In connection with any personal travel on the Company jet (or on aircraft operated by entities controlled by Charles F. Dolan or other members of the Dolan family), Hank J. Ratner, Thomas M. Rutledge and Gregg G. Seibert reimburse the Company for the actual expenses of each specific flight at a rate no greater than the maximum amount the Company may legally charge under Part 91 of the Federal Aviation Regulations. Mr. Rutledge is not required to reimburse the Company for use of the helicopter for commuting purposes.

Other

Certain of the named executive officers have, from time to time, used the Company’s travel department to make their personal travel arrangements. For compensation reporting purposes, we valued the incremental cost of personal use of the travel department as a portion of the cost of the travel department employees and related overhead, based on the time spent making the arrangements.

 

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From time to time, senior executives have access to tickets to sporting events and other entertainment at Madison Square Garden, at no cost.

Post-Termination Compensation

Our executives have helped build the Company into the successful enterprise that it is today and we believe that post-termination benefits are integral to the Company’s ability to attract and retain qualified executives.

Under certain circumstances, payments or other benefits may be provided to employees upon the termination of their employment with the Company. The amount and type of any payment or benefit will depend upon the circumstances of the termination of employment. These may include termination by the Company without cause, termination by the employee for good reason, other voluntary termination by the employee, retirement, death, disability, or termination following a change in control of the Company or following a going-private transaction. The definitions of “cause” and “good reason” vary among the different employment agreements with the named executive officers and the award agreements.

The award agreements regarding the various long-term incentives also address employment termination events, including the circumstances upon which vesting, payment and/or forfeiture of all or a portion of the long-term incentives may be accelerated. If an executive’s employment agreement refers to the treatment of any award upon a triggering event, the particular award agreement will not supersede the terms of the employment agreement unless otherwise provided in the award agreement.

Mr. Charles F. Dolan’s employment agreement addresses post-termination benefits only in the event of death or disability. In the employment agreements for Messrs. James L. Dolan, Ratner, Huseby and Seibert, severance benefits include, in addition to certain cash payments, the acceleration of certain long-term incentives under various circumstances. For Mr. Charles F. Dolan, the treatment of his long-term incentives in the event of termination is governed solely by the specific provisions of his award agreements.

The Cablevision CHOICE Severance Pay Plan provides for the discretionary payment of severance benefits under certain circumstances. Under the severance plan, the Company has discretion to determine (1) under what conditions severance benefits will be made available to any employee, (2) the type and amount of severance benefits to be paid or provided and for what period of time, (3) the manner and form in which severance benefits will be paid or provided to any employee and (4) any other terms and conditions for receiving severance benefits. All severance benefits payable under this severance plan would be conditioned on the employee executing a severance agreement with the Company, including any terms and conditions that the Company may require.

Under the Cablevision Systems Corporation Supplemental Life Insurance Premium Payment Policy, at all times following a change of control of the Company (as defined below under

 

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“Executive Compensation Tables — Termination and Severance — Award Agreements”), the Company would continue to pay on behalf of certain senior executives of the Company, including Messrs. Charles F. Dolan, James L. Dolan and Ratner, all premiums on life insurance policies purchased by the Company for these executive officers, up to the aggregate amount of additional premiums, if any, necessary to fund fully the face amount of each senior executive’s policy as in effect immediately prior to the change of control. This policy is also provided for in the employment agreements of Messrs. James L. Dolan and Ratner, as described below under “Employment Agreements”.

For a description and quantification of the severance and other benefits payable to each of the named executive officers under the different circumstances of termination, please see “Termination and Severance” under “Executive Compensation Tables” below.

Tax Deductibility of Compensation

Section 162(m) of the Internal Revenue Code, as amended, establishes a $1 million limit on the amount that a publicly held corporation may deduct for compensation paid to the chief executive officer and the next three most highly paid named executive officers (other than the chief financial officer) in a taxable year. This limitation does not apply to any compensation that is “qualified performance-based compensation” under Section 162(m), which is defined as compensation paid in connection with certain stock options or that is paid only if the individual’s performance meets pre-established objective goals based on performance criteria established under a plan approved by stockholders. Our short-term and long-term incentive compensation plans are generally designed to qualify for this exemption from the deduction limitations of Section 162(m) and to be consistent with providing appropriate compensation to executives.

From time to time, to the extent it deems appropriate, the Compensation Committee may make awards (or modifications to awards) that would not qualify for an exemption from Section 162(m). For example, we expect that, for 2010, the amount of base salary in excess of $1 million for the Chief Executive Officer and President and the next three most highly paid named executive officers, plus any other annual compensation paid or imputed to the Chief Executive Officer and President and the next three most highly paid named executive officers covered by Section 162(m) that causes their respective non-performance-based compensation to exceed the $1 million limit, will not be deductible by the Company for federal income tax purposes.

Although it is the Company’s intent generally to qualify compensation for the exemption from the deduction limitations, we believe that it is in the best interests of the Company’s stockholders to allow the Compensation Committee the flexibility and discretion to design an appropriate executive compensation program so that the Company can attract, retain and motivate our executives, notwithstanding Section 162(m).

 

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REPORT OF COMPENSATION COMMITTEE

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis set forth above with management. Based on such review and discussions, we have recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010 for filing with the Securities and Exchange Commission.

 

Members of the Compensation Committee
Vincent Tese  

Thomas V. Reifenheiser

  John R. Ryan

EXECUTIVE COMPENSATION TABLES

The tables below reflect the compensation of the Company’s named executive officers. See “Compensation Discussion and Analysis” beginning on page 21 for an explanation of our compensation philosophy and program.

Summary Compensation Table

The table below summarizes the total compensation paid to or earned by each of our named executive officers for the years ending December 31, 2008, 2009 and 2010.

 

Name and Principal
Position
  Year     Salary
($)(1)
    Bonus
($)(2)
    Stock
Awards
($)(3)
    Option
Awards
($)(4)
    Non-Equity
Incentive Plan
Compensation
($)(5)
    Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)(6)
    All Other
Compensation
($)(7)
   

Total

($)

 

Charles F. Dolan

    2010        1,664,000        0        3,000,000        0        8,366,016        274,004        469,547        13,773,567   

Chairman

    2009        1,664,000        717,616        1,696,768        2,930,789        7,357,462        539,188        1,099,631        16,005,454   
    2008        1,600,000        0        2,887,732        0        5,582,800        307,244        1,555,202        11,932,978   

James L. Dolan

    2010        1,500,000        0        2,815,000        0        8,647,382        123,608        358,309        13,444,299   

Chief Executive Officer and President

    2009        1,872,000        717,616        1,731,584        2,991,067        8,457,281        215,020        1,159,092        17,143,660   
    2008        1,800,000        0        2,887,732        0        6,567,600        114,364        1,214,476        12,584,172   
                 
                   

Thomas M. Rutledge

    2010        1,740,000        0        13,778,400        0        8,754,519        140,478        3,801,911        28,215,308   

Chief Operating Officer

    2009        1,638,000        8,467,616        1,546,240        2,669,803        10,468,083        175,402        1,178,953        26,144,097   
    2008        1,575,000        0        2,579,061        0        5,297,389        117,421        1,105,287        10,674,158   
                   

Michael P. Huseby

    2010        1,020,000        0        844,800        0        2,472,506        77,393        215,609        4,630,308   

Executive Vice President and Chief Financial Officer

    2009        988,000        717,616        477,184        823,032        2,102,132        91,377        344,925        5,544,266   
    2008        950,000        0        795,912        0        1,672,948        58,891        323,755        3,801,506   
                 
                 
                   

Gregg G. Seibert

    2010        1,200,000        0        844,800        0        1,572,484        79,378        138,480        3,835,142   

Executive Vice President

    2009        800,000        0        395,264        2,479,103        0        0        153,184        3,827,551   
    2008        0        0        0        0        0        0        0        0   
                   

Hank J. Ratner*

    2010        500,000        0        2,316,000        0        5,576,079        37,188        3,147,587        11,576,854   

Vice Chairman

    2009        1,638,000        717,616        1,546,240        2,669,803        7,968,083        167,823        1,450,631        16,158,196   
    2008        1,575,000        0        2,579,061        0        5,297,389        73,489        888,656        10,413,595   

 

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* Mr. Ratner was an executive officer until the MSG Distribution on February 9, 2010.

 

(1) For 2010, salaries paid to the named executive officers accounted for the following percentages of their total compensation: Mr. Charles F. Dolan — 12%; Mr. James L. Dolan — 11%; Mr. Rutledge — 6%; Mr. Huseby — 22%, Mr. Seibert — 31%, and Mr. Ratner — 4%.

For 2009, salaries paid to the named executive officers accounted for the following percentages of their total compensation: Mr. Charles F. Dolan — 10%; Mr. James L. Dolan — 11%; Mr. Rutledge — 6%; Mr. Huseby — 18%, Mr. Seibert — 21%, and Mr. Ratner — 10%.

For 2008, salaries paid to the named executive officers accounted for the following percentages of their total compensation: Mr. Charles F. Dolan — 13%; Mr. James L. Dolan — 14%; Mr. Rutledge — 15%; Mr. Huseby — 25% and Mr. Ratner — 15%.

 

(2) This column reflects the portion of the deferred compensation award paid out on the fifth anniversary of such award in accordance with its terms. For Mr. Rutledge the column also reflects a one-time cash retention award of $7,750,000 paid in accordance with his new 2009 employment agreement.

 

(3) This column reflects the aggregate grant date fair value of restricted stock awards granted to the named executive officers in 2008, 2009 and 2010. For 2010, the column also reflects one-time special stock awards for Mr. Rutledge and Mr. Ratner in accordance with their employment agreements.

 

(4) This column reflects the aggregate grant date fair value of stock option awards granted to the named executive officers. No stock options were awarded in 2008 or 2010. The assumptions used by the Company in calculating these amounts are set forth in Note 17 to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010.

 

(5) For 2010, this information reflects annual incentive awards for performance in 2010, and performance awards granted in 2008, earned at the end of 2010, as follows: Mr. Charles F. Dolan, $4,289,376 and $4,076,640, respectively, Mr. James L. Dolan, $4,570,742 and $4,076,640, respectively, Mr. Rutledge, $5,115,639 and $3,638,880, respectively, Mr. Huseby, $1,350,746 and $1,121,760, respectively, and Mr. Ratner, $1,937,199 and $3,638,880, respectively. For Mr. Seibert this information reflects an annual incentive award for performance in 2010.

For 2009, this information reflects annual incentive awards for performance in 2009, and performance awards granted in 2007, earned at the end of 2009, as follows: Mr. Charles F. Dolan, $3,577,522 and $3,779,940, respectively, Mr. James L. Dolan, $4,599,671 and $3,857,610, respectively, Mr. Huseby, $1,092,422 and $1,009,710, respectively, and Mr. Ratner, $4,524,713 and $3,443,370, respectively,. For Mr. Rutledge this information reflects annual incentive awards for performance in 2009 and performance awards granted in 2007, earned at the end of 2009, and a performance retention award granted in 2002 and paid in January 2009 as follows: $4,024,713, $3,443,370 and $3,000,000, respectively.

For 2008, this information reflects annual incentive awards for performance in 2008, and performance awards granted in 2006, earned at the end of 2008, as follows: Mr. Charles F. Dolan, $3,446,800 and $2,136,000, respectively, Mr. James L. Dolan, $4,431,600 and $2,136,000, respectively, Mr. Rutledge, $3,873,389 and $1,424,000, respectively, Mr. Huseby, $1,049,948 and $623,000, respectively, and Mr. Ratner, $3,873,389 and $1,424,000, respectively.

 

(6) This column represents, for each individual, the sum of the increase in the present value of his accumulated cash balance pension plan account and accumulated excess cash balance account. In addition, for Mr. Charles F. Dolan only, it also includes the increase in the lump sum value of the defined benefit plan portion of the Company’s Nonqualified Supplemental Benefit Plan. There were no above-market earnings on nonqualified deferred compensation. For more information regarding the named executive officers’ pension benefits, please see the Pension Benefits Table below.

 

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(7) The table below shows the components of this column:

 

Name   Year    

Supple-

mental

Benefit

Plan(a)

   

401(k)

Plan

Match(b)

   

Excess

Savings

Plan
Match(b)

   

Life

Insurance

Premiums(c)

   

Deferred

Compen-

sation

Awards(d)

    Dividends(e)     Perquisites(f)     Total  

Charles F. Dolan

    2010      $ 49,000      $ 4,400      $ 45,520             $ 159,098      $ 59,700      $ 151,829      $ 469,547   
    2009      $ 46,000      $ 4,400      $ 45,461             $ 195,876      $ 665,200      $ 142,694      $ 1,099,631   
      2008      $ 46,000      $ 4,100      $ 43,900      $ 130,276      $ 202,252      $ 612,000      $ 116,674      $ 1,155,202   

James L. Dolan

    2010             $ 2,640      $ 42,751             $ 159,098      $ 60,900      $ 92,920      $ 358,309   
    2009             $ 2,640      $ 53,454             $ 195,876      $ 665,200      $ 241,922      $ 1,159,092   
      2008             $ 2,460      $ 51,540      $ 37,705      $ 202,252      $ 612,000      $ 308,519      $ 1,214,476   

Thomas M. Rutledge

    2010             $ 7,350      $ 44,744             $ 3,292,100      $ 169,410      $ 288,307      $ 3,801,911   
    2009             $ 7,350      $ 41,732             $ 283,279      $ 554,320      $ 292,272      $ 1,178,953   
      2008             $ 6,900      $ 40,298             $ 202,252      $ 510,000      $ 345,837      $ 1,105,287   

Michael P. Huseby

    2010             $ 7,350      $ 19,347             $ 159,098      $ 15,960      $ 13,854      $ 215,609   
    2009             $ 7,350      $ 18,546             $ 195,876      $ 110,880      $ 12,273      $ 344,925   
      2008             $ 6,900                    $ 202,252      $ 102,000      $ 12,603      $ 323,755   

Gregg G. Seibert

    2010             $ 6,600                                  $ 131,880      $ 138,480   
    2009                                                $ 153,184      $ 153,184   
      2008                                                           

Hank J. Ratner

    2010             $ 6,804      $ 12,346      $ 6,220      $ 3,036,609      $ 54,360      $ 31,248      $ 3,147,587   
    2009             $ 7,350      $ 41,732      $ 5,534      $ 195,876      $ 1,111,666      $ 88,473      $ 1,450,631   
    2008             $ 6,900      $ 40,298      $ 9,248      $ 202,252      $ 550,090      $ 79,868      $ 888,656   

 

(a) This column represents the allocation credited to Mr. Charles F. Dolan pursuant to the defined contribution portion of the Company’s Nonqualified Supplemental Benefit Plan.

 

(b) These columns represent, for each individual, a matching contribution by the Company on behalf of such individual under the Company’s 401(k) Plan or Excess Savings Plan, as applicable.

 

(c) This column represents amounts paid for premiums on whole life insurance policies purchased by the Company for Messrs. Charles F. Dolan, James L. Dolan and Ratner.

 

(d) This column represents, for each individual, the following amounts allocated under his respective deferred compensation award: a notional contribution of $150,000 and notional interest $52,252 in 2008, $45,876 in 2009, and $9,098 in 2010. For more information regarding these deferred compensation awards, see “Compensation Discussion and Analysis — Elements of In-Service Compensation — Long-Term Incentives — Other Types of Awards in Prior Years.” In addition, for Mr. Rutledge and Mr. Ratner, the column also reflects the earned portion at December 31, 2010 of $3,133,002 and $2,877,511, respectively, and for Mr. Rutledge $87,403 earned in 2009 relating to a special retirement benefit in the form of a $15,000,000 deferred compensation award.

 

(e) As a result of the special cash dividend declared in April 2006, and cash dividends declared in August and November 2008 and February, May, July and November 2009, holders of stock options and stock appreciation rights that had vested prior to December 31, 2004 received a cash dividend upon exercise. In October 2009, the Compensation Committee of the Board of Directors approved exercise price adjustments for all dividend eligible stock options and stock appreciation rights so that in the future cash dividends will result in a reduction of the exercise price rather than a cash payment. Holders of restricted shares are entitled to receive a cash amount equal to the dividends when the restricted shares vest. This column represents dividend payments made upon restricted stock vesting in the respective periods.

 

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(f) This column represents, for each individual, the following aggregate perquisites, as described in the table below. Car and driver amounts for Charles F. Dolan do not include amounts for car and driver usage by another Dolan family member that were reimbursed by Mr. Dolan. For more information regarding the calculation of these perquisites, please see “Compensation Discussion and Analysis — Elements of In-Service Compensation — Perquisites.”

 

Name   Year      Car and Driver      Aircraft(I)      Other(II)      Total  

Charles F. Dolan

    2010       $ 132,061         *         *       $ 151,829   
    2009       $ 123,054         *         *       $ 142,694   
      2008       $ 93,691         *         *       $ 116,674   

James L. Dolan

    2010       $ 33,383         *       $ 35,819       $ 92,920   
    2009       $ 88,361       $ 41,397       $ 112,164       $ 241,922   
      2008       $ 220,173       $ 52,532       $ 35,814       $ 308,519   

Thomas M. Rutledge

    2010         *       $ 271,005         *       $ 288,307   
    2009         *       $ 271,698         *       $ 292,272   
      2008         *       $ 328,042         *       $ 345,837   

Michael P. Huseby

    2010         *         *         *       $ 13,854   
    2009         *         *         *       $ 12,273   
      2008         *         *         *       $ 12,603   

Gregg G. Seibert

    2010         *       $ 128,325         *       $ 131,880   
    2009         *       $ 147,474         *       $ 153,184   
      2008         *         *         *         *   

Hank J. Ratner

    2010         *         *         *       $ 31,248   
    2009         *       $ 60,904         *       $ 88,473   
    2008         *       $ 63,844         *       $ 79,868   

 

* Does not exceed the greater of $25,000 or 10% of the total amount of the perquisites of named executive officer.

 

(I) As discussed under “Compensation Discussion and Analysis — Elements of In-Service Compensation — Benefits — Aircraft,” Messrs. Charles F. Dolan, James L. Dolan, Ratner and Rutledge reimburse the Company for the actual expenses associated with personal use of the Company’s corporate airplanes. The amounts in the table exclude personal use of aircraft for which the executive provides reimbursement. The amounts in the table reflect the incremental cost of personal use of the Company’s helicopters and for personal guests accompanying the executive when the executive is traveling on business. Incremental cost is determined as the variable costs incurred by the Company net of reimbursements received by executives and does not include any costs that would have been incurred by the Company whether or not the personal trip was taken, such as lease and insurance payments, pilot salaries and other overhead costs. The agreements providing for reimbursement of costs associated with personal use of the Company’s aircraft are described under “Related Party Policy and Certain Transactions.”

 

(II) This column includes the following components: (A) free cable television service, high-speed data and voice service; (B) executive home security; and (C) use of the Company’s travel department to arrange for personal travel.

 

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Grants of Plan-Based Awards

The table below presents information regarding awards granted in 2010 to each named executive officer under the Company’s plans, including estimated possible and future payouts under non-equity incentive plan awards and other restricted stock and stock option awards. There were no stock options granted in 2010.

 

Name   Year   Grant
Date
    Estimated Future Payouts Under Non-
Equity Incentive Plan Awards
    All
Other
Stock
Awards:
Number
of
Shares
of Stock
or
Units(#)
    All Other
Option
Awards:
Securities
Underlying
Options(#)
   

Exercise
or Base
Price of
Option
Awards

($/Sh)(1)

   

Grant Date
Fair Value
of Stock
and
Option
Awards

($)(1)

 
      Threshold($)     Target($)     Maximum($)          

Charles F. Dolan

  2010     03/10/10 (2)        2,912,000        5,824,000           
  2010     03/10/10 (3)            125,000            3,000,000   
    2010     03/10/10 (5)      2,190,000        4,380,000        8,760,000                                   

James L. Dolan

  2010     03/10/10 (2)        3,000,000        6,000,000           
  2010     03/10/10 (3)            117,300            2,815,200   
    2010     03/10/10 (5)      2,055,000        4,110,000        8,220,000                                   

Thomas M. Rutledge

  2010     03/10/10 (2)        3,480,000        6,960,000           
  2010     03/10/10 (3)            113,900            2,733,600   
  2010     03/10/10 (4)            460,200            11,044,800   
    2010     03/10/10 (5)      1,995,000        3,990,000        7,980,000                                   

Michael P. Huseby

  2010     03/10/10 (2)        918,000        1,836,000           
  2010     03/10/10 (3)            35,200            844,800   
    2010     03/10/10 (5)      615,000        1,230,000        2,460,000                                   

Gregg G. Seibert

  2010     03/10/10 (2)        1,080,000        2,160,000           
  2010     03/10/10 (3)            35,200            844,800   
    2010     03/10/10 (5)      615,000        1,230,000        2,460,000                                   

Hank J. Ratner

  2010     03/10/10 (2)        1,000,000        2,000,000           
  2010     03/10/10 (3)            21,500            516,000   
  2010     03/10/10 (6)            75,000            1,800,000   
  2010     03/10/10 (5)      375,000        750,000        1,500,000           

 

(1) This column reflects the aggregate grant date fair value calculated by multiplying the closing price of CNYG common stock by the number of restricted stock awards granted to each named executive officer in 2010 without any reduction for risk of forfeiture, on the date of grant.

 

(2) This row reflects the possible payouts with respect to grants of annual incentive awards under the Company’s Cash Incentive Plan for performance in 2010. Each named executive officer is assigned a target bonus percentage and amount; there is no threshold amount for annual incentive awards. Under the terms of the awards, each named executive officer is eligible to receive payment of an annual incentive award equal to the lesser of $10 million or two times his bonus target, subject to the Compensation Committee’s discretion to reduce the award. The amounts of annual incentive awards actually paid for performance in 2010 are disclosed in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table above. For more information regarding the terms of these annual incentive awards, please see “Compensation Discussion and Analysis — Elements of In-Service Compensation — Annual Incentives.”

 

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(3) This row reflects the number of shares of restricted stock awarded in 2010. These grants of restricted stock, which were made under the Company’s 2006 Employee Stock Plan, are scheduled to vest in their entirety on March 10, 2013. The awards to Messrs. Charles F. Dolan, James L. Dolan, Thomas M. Rutledge, Michael P. Huseby and Gregg G. Seibert were also subject to performance criteria which have been achieved.

 

(4) This row reflects the number of shares granted for a special one-time restricted stock award made to Mr. Rutledge in 2010 in accordance with his employment agreement. This grant of restricted stock was made under the Company’s 2006 Employee Stock Plan. The first two-thirds of the award vested on December 15, 2010, and the remaining one-third of the award will vest on December 15, 2011 assuming the performance criteria has been achieved.

 

(5) This row reflects the future payouts with respect to performance awards that were granted under the Company’s Long-Term Incentive Plan in 2010. Each performance award was granted with a target amount, subject to actual payment based on a sliding scale ranging from zero to two times the target amount. These performance awards will be payable in the first quarter of 2013 if the Company achieves specified performance targets in the year ending December 31, 2012. For more information regarding the terms of these performance awards, please see “Compensation Discussion and Analysis — Elements of In-Service Compensation — Long-Term Incentives — Performance Awards.”

 

(6) This row reflects the number of shares granted for a special one-time restricted stock award made to Mr. Ratner in 2010 in accordance with his employment agreement. This grant of restricted stock was made under the Company’s 2006 Employee Stock Plan and is scheduled to vest on March 10, 2013.

 

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Outstanding Equity Awards at Fiscal Year-End

The table below shows (i) each grant of stock options and stock appreciation rights that are still unexercised and outstanding and (ii) the aggregate number of shares of unvested restricted stock outstanding for each named executive officer, in each case as of December 31, 2010.

 

    Option Awards            Stock Awards  
Name   Number of
Securities
Underlying
Unexercised
Options(#)
Exercisable
    Number of
Securities
Underlying
Unexercised
Options(#)
Unexercisable
    Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options(#)
    Option
Exercise
Price($)(3)
    Option
Expiration
Date
    Number
of Shares
or Units
of Stock
That
Have Not
Vested(#)
    Market
Value of
Shares or
Units of
Stock That
Have Not
Vested($)(1)
    Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights
That Have
Not
Vested(#)
    Equity
Incentive
Plan
Awards:
Market
or Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested($)
 

Charles F. Dolan

  

            403,900 (2)      13,667,976       
    83,334            7.95 (4)(5)      6/25/2013           
    166,666            8.91 (4)      6/25/2013           
    148,800            12.82 (4)      10/1/2014           
    74,400            12.82 (4)      10/1/2014           
    120,000            12.82 (4)      11/8/2015           
    60,000            12.82 (4)      11/8/2015           
    264,000            16.95        6/5/2016           
      294,967        589,933 (6)              8.47        9/5/2014                                   

James L. Dolan

  

            399,600 (7)      13,522,464       
    166,666            8.91 (4)      6/25/2013           
    74,400            12.82 (4)      10/1/2014           
    120,000            8.65 (4)      10/1/2014           
    120,000            12.82 (4)      11/8/2015           
    60,000            12.82 (4)      11/8/2015           
    264,000            16.95        6/5/2016           
      301,034        602,066 (6)              8.47        9/5/2014                                   

Thomas M. Rutledge

  

            519,400 (9)      17,576,496       
              537,400 (6)              8.47        9/5/2014                                   

Michael P. Huseby

  

            113,000 (10)      3,823,920       
              165,666 (6)              8.47        9/5/2014                                   

Gregg G. Seibert

  

            73,800 (11)      2,497,392       
    100,000            26.96        1/20/2019           
    100,000            17.97        1/20/2019           
    100,000            22.46        1/20/2019           
              137,400 (6)              8.47        9/5/2014                                   

Hank J. Ratner

  

            348,600 (8)      11,796,624       
    62,000            12.82 (4)      10/1/2014           
    66,666            12.82 (4)      11/8/2015           
    50,000            12.82 (4)      11/8/2015           
    220,000            16.95        6/5/2016           
      537,400 (6)        8.47        9/5/2014           

 

(1) Calculated using the closing price of Class A common stock on the New York Stock Exchange on December 31, 2010 of $33.84 per share.

 

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(2) This reflects (i) a grant of 113,200 shares of restricted stock made on March 3, 2008 that vested on March 3, 2011 and (ii) a grant of 165,700 shares of restricted stock made on March 5, 2009 that is scheduled to vest on March 5, 2012, and (iii) a grant of 125,000 shares of restricted stock made on March 10, 2010 that is scheduled to vest on March 10, 2013.

 

(3) The prices of unexercised options were adjusted to reflect the impact of the MSG Distribution. The MSG Distribution took place in February 2010. In connection with the MSG Distribution, each outstanding Cablevision stock option became two options, one was an option covering a number of shares of Cablevision Class A Common Stock equal to the number covered by the original option and one was an option covering one share of MSG common stock for every four shares covered by the original Cablevision option. The existing exercise price was allocated 82.6% to the Cablevision option and 17.4% to the MSG option. In the MSG Distribution, each holder of Cablevision restricted shares received one share of MSG restricted stock in respect of every four Cablevision restricted shares.

As of December 31, 2010, (i) Charles F. Dolan held 450,524 MSG stock options (303,040 of which were vested), and 69,725 shares of MSG restricted stock; (ii) James L. Dolan Dolan held 427,041 MSG stock options (276,524 of which were vested), and 70,575 shares of MSG restricted stock; (iii) Thomas M. Rutledge held 134,350 MSG stock options (0 of which were vested), and 63,025 shares of MSG restricted stock; (iv) Michael P. Huseby held 41,417 MSG stock options (0 of which were vested), and 19,450 shares of MSG restricted stock; (v) Gregg G. Seibert held 126,525 MSG stock options (17,175 of which were vested), and 9,650 shares of MSG restricted stock; and (vi) Hank J. Ratner held 309,524 MSG stock options (175,174 of which were vested), and 63,025 shares of MSG restricted stock.

 

(4) As a result of the special dividend declared in April 2006, stock options that had not vested by December 31, 2004 were adjusted to reduce their per share exercise price by the $10.00 amount of the special dividend. The per share exercise price of stock options that had vested by December 31, 2004 were not adjusted and the holders were to receive the special dividend amount upon exercise.

 

(5) In October 2009, the Compensation Committee of the Board of Directors approved exercise price adjustments to reflect the value of quarterly dividends. Exercise prices on dividend eligible options were adjusted and are now also reduced by the amount of quarterly dividends.

 

(6) These stock options, which were granted on March 5, 2009, are scheduled to vest in thirds on the first three anniversaries of the grant date.

 

(7) This reflects (i) a grant of 113,200 shares of restricted stock made on March 3, 2008 that vested on March 3, 2011, (ii) a grant of 169,100 shares of restricted stock made on March 5, 2009 that are scheduled to vest on March 5, 2012, and (iii) a grant of 117,300 shares of restricted stock made on March 10, 2010 that are scheduled to vest on March 10, 2013.

 

(8) This reflects (i) a grant of 101,100 shares of restricted stock made on March 3, 2008 that vested on March 3, 2011, (ii) a grant of 151,000 shares of restricted stock made on March 5, 2009 that are scheduled to vest on March 5, 2012, and (iii) a grant of 21,500 shares and 75,000 shares of restricted stock made on March 10, 2010 that are scheduled to vest on March 10, 2013.

 

(9) This reflects (i) a grant of 101,100 shares of restricted stock made on March 3, 2008 that vested on March 3, 2011, (ii) a grant of 151,000 shares of restricted stock made on March 5, 2009 that are scheduled to vest on March 5, 2012, (iii) a grant of 113,900 shares of restricted stock made on March 10, 2010 that are scheduled to vest on March 10, 2013, and (iv) a grant of 460,200 shares of restricted stock made on March 10, 2010 in which the first two-thirds (306,800) vested on December 15, 2010 and the remaining one-third (153,400) will vest on December 15, 2011.

 

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(10) This reflects (i) a grant of 31,200 shares of restricted stock made on March 3, 2008 that vested on March 3, 2011, (ii) a grant of 46,600 shares of restricted stock made on March 5, 2009 that are scheduled to vest on March 5, 2012, and (iii) a grant of 35,200 shares of restricted stock made on March 10, 2010 that are scheduled to vest on March 10, 2013.

 

(11) This reflects (i) a grant of 38,600 shares of restricted stock made on March 5, 2009 that are scheduled to vest on March 5, 2012, and (ii) a grant of 35,200 shares of restricted stock made on March 10, 2010 that are scheduled to vest on March  10, 2013.

Option Exercises and Stock Vested

The table below shows stock option exercises during 2010 and restricted stock awards that vested during 2010.

 

     Option Exercises      Restricted Stock  
Name    Number of Shares
Acquired on
Exercise
     Value Realized on
Exercise ($)(1)
     Number of Shares
Acquired on
Vesting
     Value Realized on
Vesting ($)
 

Charles F. Dolan

                       99,500         2,419,840 (2)(4) 

James L. Dolan

                       101,500         2,468,480 (2)(4) 

Thomas M. Rutledge

     627,365         7,578,082         90,600         2,203,392 (2)(4) 
                         306,800         10,642,892 (3)(5) 

Michael P. Huseby

     159,233         2,482,277         26,600         646,912 (2)(4) 

Gregg G. Seibert

     68,700         1,066,911                     

Hank J. Ratner

     325,851         5,142,588         90,600         2,203,392 (2)(4) 

 

(1) Calculated using the closing price (per share) of Class A common stock on the New York Stock Exchange on the date of exercise less the option price per share multiplied by the number of options exercised.

 

(2) Calculated using the closing price (per share) of Class A common stock on the New York Stock Exchange on March 2, 2010 multiplied by the number of shares vesting.

 

(3) Calculated using the closing price (per share) of Class A common stock on the New York Stock Exchange on December 15, 2010 multiplied by the number of shares vesting.

 

(4) Dividends of $0.10 per share declared in August and November 2008, as well as February, May, July, and November 2009 were associated with this vesting in addition to the value realized and reflected in the table.

 

(5) Dividends of $0.125 per share declared in May, August, and November 2010 were associated with this vesting in addition to the value realized and reflected in the table.

 

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Pension Benefits

The table below shows the present value of accumulated benefits payable to each of our named executive officers, including the number of years of service credited to each named executive officer, under our defined benefit pension plans as of December 31, 2010.

 

Name   Plan Name  

Number of Years

Credited Service

(#)(1)

   

Present Value of

Accumulated Benefit

($)(2)

   

Payments During

Last Fiscal Year

($)

 

Charles F. Dolan

  Cablevision Nonqualified      
  Supplemental Benefit Plan     25        3,108,001          
  Cablevision Cash Balance      
  Pension Plan     13        22,050        23,006   
  Cablevision Excess      
    Cash Balance Plan     10        1,553,089          

James L. Dolan

  Cablevision Cash Balance      
  Pension Plan     13        168,956          
  Cablevision Excess      
    Cash Balance Plan     10        1,045,353          

Thomas M. Rutledge

  Cablevision Cash Balance      
  Pension Plan     8        138,010          
  Cablevision Excess      
    Cash Balance Plan     8        723,861          

Michael P. Huseby

  Cablevision Cash Balance      
  Pension Plan     5        100,120          
  Cablevision Excess      
    Cash Balance Plan     5        250,643          

Gregg G. Seibert

  Cablevision Cash Balance      
  Pension Plan     1        17,293          
  Cablevision Excess      
    Cash Balance Plan     1        62,085          

Hank J. Ratner

  Cablevision Cash Balance      
  Pension Plan     13        142,050          
  Cablevision Excess      
  Cash Balance Plan     10        580,538          

 

(1) Years of service are calculated based on elapsed time measured from date of plan participation. Actual elapsed time for each individual as an employee of the Company are as follows: Mr. Charles F. Dolan, 38 years; Mr. James L. Dolan, 32 years; Mr. Rutledge, 9 years; Mr. Huseby, 6 years; Mr. Seibert, 2 years; and Mr. Ratner, 24 years.

 

(2)

Assumes that each individual will take a lump sum payment of benefits at retirement. The lump sum payment is based on an assumed retirement age of 65 for all individuals other than Mr. Charles F. Dolan. For Mr. Charles F. Dolan, the lump sum payment is based on a December 31, 2010 retirement date. The lump sum payable under the Nonqualified Supplemental Benefit Plan was calculated using an interest rate of 7% and the 1971 Group Annuity mortality table, as required under the terms of the Nonqualified Supplemental Benefit Plan. The lump sum payable under the cash balance plans was determined by crediting the account balances with an assumed interest-crediting rate of 3.94% until age 65. The present

 

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value of the accumulated benefits under the Cash Balance Pension Plan and the Excess Cash Balance Plan were calculated using a discount rate of 5.25%. For Mr. Charles F. Dolan, the present value of the accumulated benefits under each of the Cash Balance Pension Plan and the Excess Cash Balance Plan equals the respective December 31, 2010 account balances.

We maintain several retirement benefit plans for our executives. The material terms and conditions are discussed below.

Cash Balance Pension Plan

The Company’s Cash Balance Pension Plan is a tax qualified defined benefit plan that generally covers regular full-time and part-time nonunion employees of the Company and certain of its affiliates who have completed one year of service. A notional account is maintained for each participant under the plan, including the named executive officers, which consists of (i) annual allocations made by the Company as of the end of each year on behalf of each participant who has completed 800 hours of service during the year that range from 3% to 9% of the participant’s compensation, based on the participant’s age and (ii) monthly interest credits based on the average of the annual rate of interest on the 30-year U.S. Treasury Bonds for the months of September, October and November of the prior year. Compensation includes all direct cash compensation received while a participant as part of the participant’s primary compensation structure (excluding bonuses, fringe benefits, and other compensation that is not received on a regular basis), and before deductions for elective deferrals (in accordance with the Internal Revenue Code limits, the maximum compensation taken into account in determining benefits was limited to $245,000 in 2010).

A participant’s interest in the cash balance account is subject to vesting limitations for the first three years of employment. A participant’s account will vest in full upon his or her termination due to death, disability or retirement after attaining age 65. Upon retirement or other termination of employment with the Company, the participant may elect a distribution of the vested portion of the cash balance account. Any amounts remaining in the plan will continue to be credited with interest until the account is paid. The normal form of benefit payment for an unmarried participant is a single life annuity and the normal form of benefit payment for a married participant is a 50% joint and survivor annuity. The participant, with spousal consent if applicable, can waive the normal form and elect a single life annuity or a lump sum.

Excess Cash Balance Plan

The Company’s Excess Cash Balance Plan is a non-qualified deferred compensation plan that is intended to provide eligible participants, including each named executive officer, with the portion of their benefit that cannot be paid to them under the Cash Balance Pension Plan due to Internal Revenue Code limits on the amount of compensation (as defined in the Cash Balance Pension Plan) that can be taken into account in determining benefits under tax-qualified plans ($245,000 in 2010). The Company maintains a notional excess cash balance account for each eligible participant, and for each calendar year, credits these

 

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accounts with the portion of the allocation that could not be made on his behalf under the Cash Balance Pension Plan due to the compensation limitation. In addition, the Company credits each notional excess cash balance account monthly with interest at the same rate used under the Cash Balance Pension Plan. A participant vests in the excess cash balance account

according to the same schedule in the Cash Balance Pension Plan. The excess cash balance account, to the extent vested, is paid in a lump sum to the participant as soon as practicable following his or her retirement or other termination of employment with the Company.

Nonqualified Supplemental Benefit Plan

Mr. Charles F. Dolan is the only named executive officer who participates in the Company’s Nonqualified Supplemental Benefit Plan. The Nonqualified Supplemental Benefit Plan provides actuarially determined pension benefits for certain employees of the Company or its subsidiaries and affiliates who were previously employed by CSSC, L.L.C., successor to Cablevision Systems Services Corporation (“CSSC”), which is wholly owned by Charles F. Dolan and his spouse, which provided management services to Cablevision Company (the Company’s predecessor) and to certain affiliates of the Company. The Nonqualified Supplemental Benefit Plan was designed to provide participants, in combination with certain qualified benefit plans maintained by the Company and certain qualified retirement plans formerly maintained by CSSC, with the same retirement benefits they would have enjoyed had they remained employees of CSSC and continued to participate in the former CSSC qualified plans. In addition to Mr. Charles F. Dolan, there is only one remaining active employee of the Company who accrues benefits under this plan.

The defined benefit feature of the Nonqualified Supplemental Benefit Plan provides that, upon attaining the later of age 65 or the completion of five years of service, a participant will receive an annual benefit equal to the lesser of (i) 75% of his or her average compensation (not including bonuses and overtime) for his or her three most highly compensated years or (ii) the maximum benefit permitted by the Internal Revenue Code (the maximum in 2010 was $195,000 for employees who retire at age 65), reduced by the amount of any benefits paid to the participant under the qualified defined benefit plan formerly maintained by CSSC as well as benefits under the Cash Balance Pension Plan and Excess Cash Balance Plan.

Additional Retirement Benefits

Pursuant to the employment agreements of Mr. Ratner and Mr. Rutledge, the Company has created an additional retirement benefit by establishing a notional $15,000,000 account for each of these executives. The notional balance of the account is increased quarterly by crediting the account with interest based upon one-year LIBOR. The executives are entitled to the full balance of the notional account upon a termination of employment that constitutes a Qualifying Termination of employment. See “— Employment Agreements”. Neither these notional balances nor the interest accruing on the balances is reflected in the Pension Benefit tables.

 

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Nonqualified Deferred Compensation

The table below shows (i) the contributions made by each named executive officer and the Company in 2010, (ii) aggregate earnings on each named executive officer’s account balance in 2010 and (iii) the account balance of each of our named executive officers under our Excess Savings Plan and the Nonqualified Supplement Benefit Plan as of December 31, 2010.

 

Name   Plan Name  

Executive

Contributions

in Last FY(1)

($)

   

Registrant

Contributions

in Last FY(2)

($)

   

Aggregate

Earnings

in Last
FY(3)

($)

   

Aggregate

Withdrawals/

Distributions

($)

   

Aggregate

Balance

at Last
FYE

($)

 

Charles F. Dolan

 

Cablevision Excess Savings Plan

    93,240        45,520        32,682               1,621,790   
   

Cablevision Nonqualified Supplemental Benefit Plan

           49,000        24,869               1,121,522   

James L. Dolan

 

Cablevision Excess Savings Plan

    90,284        42,751        18,452               941,372   

Thomas M. Rutledge

 

Cablevision Excess Savings Plan

    89,488        44,744        16,288               850,045   

Michael P. Huseby

 

Cablevision Excess Savings Plan

    38,695        19,347        1,649               115,737   

Gregg G. Seibert

 

Cablevision Excess Savings Plan

                                  

Hank J. Ratner

 

Cablevision Excess Savings Plan

    24,692        12,346        20,752               997,997   

 

(1) These amounts represent a portion of the executives’ salaries, which are included in the numbers reported in the “Salary” column of the Summary Compensation Table that the executives contributed to the respective plans.

 

(2) These amounts are reported in the “All Other Compensation” column of the Summary Compensation Table. These amounts do not include deferred compensation awards earned in 2010 and included in the Summary Compensation Table under “All Other Compensation” and described in Note 7 to that table.

 

(3) These amounts are not reported in the “All Other Compensation” column of the Summary Compensation Table.

The Cablevision Excess Savings Plan is a non-qualified deferred compensation plan that operates in conjunction with the Company’s tax-qualified 401(k) Plan. An employee is eligible to participate in the Excess Savings Plan for a calendar year if his compensation (as defined in the Cash Balance Pension Plan described above) in the preceding year exceeded (or would have exceeded, if the employee had been employed for the entire year) the IRS limit on the amount of compensation that can be taken into account in determining contributions under tax-qualified retirement plans ($245,000 in 2010) and he makes an election to participate prior to the beginning of the year. An eligible employee whose contributions to the 401(k) Plan are limited

 

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as a result of this compensation limit or as a result of reaching the maximum 401(k) deferral limit ($16,500 or $22,000 if 50 or over, for 2010) can continue to make pre-tax contributions under the Excess Savings Plan of up to 6% of his eligible pay. In addition, the Company will make matching contributions of up to 50% of the first 6% of eligible pay contributed by the employee. A participant is always fully vested in his own contributions and vests in the Company matching contributions over three years from date of hire (subject to full vesting upon death, disability or retirement after attaining age 65). Account balances under the Excess Savings Plan are credited monthly with the rate of return earned by the Stable Value Fund offered as an investment alternative under the 401(k) Plan. Distributions are made in a lump sum as soon as practicable after the participant’s termination of employment with the Company.

In addition to providing defined pension benefits, the Company’s Nonqualified Supplement Benefit Plan has a defined contribution feature. Under this provision, the Company maintains notional supplemental accounts for each participant, and for each calendar year, the Company makes an allocation to these notional accounts in an amount equal to the lesser of 10% of a participant’s eligible plan compensation (as limited by the IRS maximum compensation limitation) and the IRS maximum defined contribution allocation ($49,000 for 2010). Account balances under the Company’s Nonqualified Supplement Benefit Plan are credited monthly with the rate of return earned by the Stable Value Fund offered as an investment alternative under the 401(k) Plan.

Employment Agreements

Charles F. Dolan

Charles F. Dolan has an employment agreement with the Company dated as of January 27, 1986 that automatically renews for successive one-year terms unless terminated by either party at least three months prior to the end of the then existing term. His agreement has been automatically extended until January 2012. The agreement provides for annual compensation of not less than $400,000 per year, subject to increase by the Company’s Compensation Committee. Mr. Dolan’s annual salary for 2011 is $1,664,000 and his bonus target is 175%.

Mr. Charles F. Dolan’s employment agreement does not provide for any post-employment benefits in the event of the termination of his employment by him or the Company other than in the case of his death or disability. In the event of Mr. Dolan’s death, his agreement provides for payment to his estate of an amount equal to the greater of one year’s base salary or one-half of the compensation that would have been payable to Mr. Dolan during the remaining term of his agreement. If Mr. Dolan is incapacitated for more than six consecutive months of disability such that he cannot return to employment and discharge his duties under his employment agreement, his agreement provides that the Company may terminate him for incapacity but Mr. Dolan will be entitled to receive his base salary and other employee benefits (including medical insurance) until the end of the remaining term of his agreement. Mr. Dolan’s employment agreement does not address (or provide for any benefits in the event

 

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of) termination by the Company without cause, by Mr. Dolan for good reason or termination in connection with retirement, a change in control or a going private transaction.

In December 2008, the Company amended the employment agreement of Mr. Dolan in order to avoid the imposition of an additional tax pursuant to Section 409A. This amendment clarified that the delay of payment of severance will be following the executive’s separation of service (within the meaning of Section 409A). The amendment did not change the amount of payments under Mr. Charles F. Dolan’s employment agreement.

James L. Dolan

Mr. James L. Dolan is the Executive Chairman of MSG and devotes a portion of his business time to that role. He also serves as the Company’s President and Chief Executive Officer and devotes most of his business time to that role. In light of Mr. Dolan’s dual responsibilities, on December 24, 2009, the Company and MSG each entered into separate employment agreements with Mr. Dolan. These agreements became effective upon the consummation of the MSG Distribution. The agreement between the Company and Mr. Dolan provides for his continued employment as President and Chief Executive Officer of the Company through December 31, 2014 at a minimum annual base salary of $1,500,000 (subject to annual review and potential increase in the discretion of the Compensation Committee) and an annual target bonus equal to 200% of his annual base salary (and a possible range of 0% to 400%) in the discretion of the Compensation Committee. Mr. Dolan’s annual salary for 2011 is $1,750,000 and his bonus target is 200%. It is also expected that Mr. Dolan will continue to be nominated for election as a director of the Company during the period he serves as President and Chief Executive Officer. Under the agreement, Mr. Dolan continues to be eligible to participate in all Company employee benefits and retirement plans at the level available to other members of senior management of the Company, subject to meeting the relevant eligibility requirements and the terms of the plans. The Company will also continue to pay the premiums on an existing whole life insurance policy to the extent necessary to provide for payment of the initial targeted death benefit.

Mr. Dolan will also continue to be entitled to participate in the Company’s long-term cash or equity programs. In calendar year 2010, Mr. Dolan was entitled to receive one or more long-term cash and/or equity awards with an aggregate target value of $7,000,000 (less the anticipated annual award amount under his outstanding deferred compensation award), as determined in the discretion of the Compensation Committee and that, although not guaranteed, it is currently expected that long-term cash or equity awards of similar aggregate target values will be made to Mr. Dolan annually.

Any continuing service requirements with respect to outstanding long-term cash and equity awards that were granted to Mr. Dolan prior to the effective date of the agreement will be based solely on his continued services to the Company and its affiliates (other than MSG and its subsidiaries). He and the Company have acknowledged that any cash payable pursuant to

 

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any of those awards will be the sole responsibility and liability of the Company and that MSG will have no liability to Mr. Dolan with respect to such cash payable.

If, prior to December 31, 2014 (the “Scheduled Expiration Date”), Mr. Dolan’s employment with the Company is terminated (i) for any reason by him during the thirteenth calendar month following a Change in Control of the Company, (ii) by the Company or (iii) by him for Good Reason and at the time of any such termination, Cause does not exist, then, subject to his execution of the Company’s then standard separation agreement (modified to reflect the terms of the agreement) which separation agreement will include, without limitation, general releases by him as well as non-competition, non-solicitation, non-disparagement, confidentiality and other provisions substantially similar to those set forth in the agreement (a “Separation Agreement”), the Company will provide him with the following benefits and rights:

 

(a) A severance payment in an amount determined at the discretion of the Compensation Committee, but in no event less than two times the sum of his annual base salary and annual target bonus;

 

(b) Continued payment of premiums on an existing whole life insurance policy on his life to the extent necessary to provide for payment of the initial targeted death benefit under such policy after first applying any associated dividends and surrender of paid up additions;

 

(c) Except as provided otherwise in the employment agreement, each of his outstanding long-term cash performance awards granted under the plans of the Company will immediately vest in full and will be paid to the same extent that other members of senior management receive payment for such awards as determined by the Compensation Committee (and subject to the satisfaction of any applicable performance objectives) and will be payable at the same time such awards are payable to other members of senior management and in accordance with the terms of the award;

 

(d) Each of his outstanding long-term cash awards (including any deferred compensation awards under the long-term cash awards program) that are not subject to performance criteria granted under the plans of the Company will immediately vest in full and will be payable to Mr. Dolan on the 90th day after the termination of his employment;

 

(e)

(i) All of the time based restrictions under the plans of the Company on each of the outstanding restricted stock or restricted stock units granted to him will immediately be eliminated, (ii) payment and deliveries with respect to his restricted stock units that are not subject to performance criteria will be made on the 90th day after the termination of his employment, (iii) the performance based restrictions with respect to his restricted stock and restricted stock units that are subject to performance criteria will lapse when and to the same extent that such restrictions lapse on such awards held by other executive officers as determined by the Compensation Committee (subject to satisfaction of any

 

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applicable performance objectives) and (iv) the payment and deliveries with respect to his restricted stock units subject to performance criteria will be made at the same time payment and deliveries are made to other executive officers who hold such restricted stock units and in accordance with the terms of the award;

 

(f) Each of his outstanding stock options and stock appreciation awards will immediately vest and become exercisable and he will have the right to exercise each of those options and stock appreciation awards for the remainder of the term of such option or award;

 

(g) A pro rated annual bonus for the year in which such termination occurred to the same extent that other executive officers receive payment of bonuses for such year as determined by the Compensation Committee in its sole discretion (and subject to the satisfaction of any applicable performance objectives), which pro rata annual bonus will be payable at the same time annual bonuses for such year are payable to other executive officers; and

 

(h) All of his (i) long-term cash performance awards and (ii) the unvested portion of his deferred compensation award, in each such case outstanding on the effective date of the agreement, will be subject to the terms of their respective award agreements and the provisions related to his existing employment agreement.

If Mr. Dolan ceases to be an employee of the Company or any of its affiliates (other than MSG and its subsidiaries) prior to the Scheduled Expiration Date as a result of his death, his estate or beneficiary will be provided with the benefits and rights set forth in (c) through (h) in the preceding paragraph and have such longer period to exercise his then outstanding stock options and stock appreciation awards as may otherwise be permitted under the applicable plan and award letter. If he ceases to be an employee of the Company or any of its affiliates (other than MSG and its subsidiaries) prior to the Scheduled Expiration Date as a result of his physical or mental disability, he will be provided with the benefits and rights set forth in (b) through (h) of the preceding paragraph.

If after the Scheduled Expiration Date, Mr. Dolan’s employment with the Company is terminated (i) for any reason by him during the thirteenth calendar month following a Change in Control of the Company, (ii) by the Company, (iii) by him for Good Reason or (iv) as a result of his death or disability, and at the time of any such termination described above, Cause does not exist, then, subject to (except in the case of his death) his execution of a Separation Agreement, he or his estate or beneficiary, as the case may be, will be provided with the benefits and rights set forth above in (b) through (h) of the next preceding paragraph.

If, prior to or after the Scheduled Expiration Date, Mr. Dolan ceases to be employed by the Company for any reason other than his being terminated for Cause, he will have three years to exercise outstanding stock options and stock appreciation awards, unless he is afforded a longer period for exercise pursuant to his employment agreement or any applicable award

 

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letter. In no event, however, will stock options or stock appreciation rights remain exercisable beyond their regularly scheduled term (except as may otherwise be permitted under the applicable award in the case of death).

Upon the termination of Mr. Dolan’s employment with the Company, except as otherwise specifically provided in the employment agreement, his rights to benefits and payments under the Company’s pension and welfare plans (other than severance benefits) and any outstanding long-term cash or equity awards will be determined in accordance with the then current terms and provisions of such plans, agreements and awards under which such benefits and payments (including such long-term cash or equity awards) were granted.

In this agreement, the Company acknowledges that, in addition to Mr. Dolan’s services pursuant to the agreement, he will simultaneously serve, and is expected to devote a portion of his business time and attention to serving, as Executive Chairman of MSG. The Company recognizes and agrees that his responsibilities to MSG will preclude him from devoting substantially all of his time and attention to the Company’s affairs. The agreement states the Company’s recognition that there may be certain potential conflicts of interest and fiduciary duty issues associated with Mr. Dolan’s dual roles at the Company and MSG and that none of (i) his dual responsibilities at the Company and MSG, (ii) his inability to devote substantially all of his time and attention to the Company’s affairs, (iii) the actual or potential conflicts of interest and fiduciary duty issues that are waived in the Company’s policy concerning matters related to MSG including responsibilities of overlapping directors and officers, or (iv) any actions taken, or omitted to be taken, by him in good faith to comply with his duties and responsibilities to the Company in light of his dual responsibilities to the Company and MSG, will be deemed to be a breach by him of his obligations under the employment agreement nor will any of the foregoing constitute Cause as such term is defined in the employment agreement.

The employment agreement contains certain covenants by Mr. Dolan including a noncompetition agreement that restricts Mr. Dolan’s ability to engage in competitive activities until the first anniversary of the termination of his employment with the Company.

Thomas M. Rutledge

On December 21, 2009, the Company entered into an employment agreement with Thomas M. Rutledge. The agreement with Mr. Rutledge provides for his continued employment as Chief Operating Officer of the Company through December 31, 2014 at a minimum annual base salary of $1,638,000 (subject to annual review and potential increase in the discretion of the Compensation Committee) and an annual target bonus equal to 200% of his annual base salary (and with a range of 0% to 400%), in the discretion of the Compensation Committee. Mr. Rutledge’s annual salary for 2011 is $1,740,000 and his bonus target is 200%. He will also be entitled to participate in all employee benefits and future long-term cash and equity programs and arrangements at the level available to senior management of the Company. In calendar year 2010, Mr. Rutledge was entitled to receive one or more long-term cash and/or

 

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equity awards with an aggregate target value of $6,800,000 (less the amount that is added to the award amount under Mr. Rutledge’s outstanding deferred compensation award), as determined in the discretion of the Company’s compensation committee.

Pursuant to the agreement, Mr. Rutledge received in December 2009 a one-time special payment of $7,750,000 (the “Special Cash Award”). If his employment with the Company is terminated prior to December 31, 2012, other than in a circumstance described in the second following paragraph, he will be required to repay the Company an amount equal to the product of $7,750,000 multiplied by a fraction, the numerator of which is 36 less the number of whole calendar months commencing with January 1, 2010 and ending on the date on which his employment terminated, and the denominator of which is 36.

Pursuant to the agreement, in addition to his eligibility for a regular grant of equity and/or cash long-term incentives in 2010, he also received a one-time special award of shares of Cablevision restricted Class A common stock with a target value of $10,750,000 (the “Special Stock Award”). The Special Stock Award was made in March 2010 and covered 460,200 shares of restricted Class A common stock. The Special Stock Award is subject to the same terms, including risk of forfeiture, reflected in the Company’s current standard form restricted stock agreement, except that the forfeiture restrictions on the shares subject to the Special Stock Award expired with respect to two-thirds of the shares on December 15, 2010 and will expire with respect to the remaining one-third of the shares on December 15, 2011, provided, that on each such date, the restrictions will expire only to the extent the performance objectives set forth in the agreement have been met. If Mr. Rutledge’s employment with the Company is terminated after December 15, 2010, and before December 15, 2011, other than in a circumstance described in the next paragraph, he must return to the Company a cash payment equal to the value of the number of shares of the Class A common stock equal to the product of (x) the number of gross shares of Class A common stock with respect to which the forfeiture restrictions expired on December 15, 2010, multiplied by (y) a fraction, the numerator of which is 12 less the number of monthly anniversaries of December 15, 2010 through and including December 15, 2011 that he was employed by the Company, and the denominator of which is 12.

If Mr. Rutledge’s employment with the Company is terminated (1) for any reason by him during the thirteenth calendar month following a Change in Control of the Company, (2) by the Company, (3) by him for Good Reason, or (4) as a result of his death or physical or mental disability, and at the time of any such termination, Cause does not exist, then, subject to (except in the case of his death) his execution of a Separation Agreement, (i) the forfeiture restrictions on the shares subject to the Special Stock Award shall immediately expire; provided, however, other than in the case of death, such shares will remain subject to meeting the performance objectives set forth in the agreement and (ii) he will not be required to repay to the Company any portion of the Special Cash Award or Special Stock Award.

If, on or prior to December 31, 2014 (the “Scheduled Expiration Date”), Mr. Rutledge’s employment is terminated by the Company, by him for Good Reason or as a result of his death

 

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or physical or mental disability, and at the time of any such termination, Cause does not exist, subject (except in the case of his death) to his execution of a Separation Agreement, Mr. Rutledge or his estate or beneficiary, as the case may be, will remain eligible to receive a pro rated annual bonus for the year in which the termination occurred if, when and to the same extent that other similarly situated executives receive payment of bonuses for such year as determined by the Compensation Committee (subject to the satisfaction of any applicable performance objectives). Mr. Rutledge will similarly remain eligible for a 2014 annual bonus (if not yet paid) in connection with these types of employment terminations after 2014.

All of Mr. Rutledge’s cash performance awards outstanding on the date of the agreement (“Outstanding Cash Performance Awards”) and the unvested portion of his deferred compensation award outstanding on the date of the agreement will continue to be subject to the terms of the respective award agreements and to the provisions related to those awards in his prior employment agreement.

Subject to the treatment of the Special Cash Award, the Special Stock Award and the Outstanding Cash Performance Award described above, all of Mr. Rutledge’s equity and long-term awards, to the extent unvested, unexercisable and/or unearned, (i) will automatically be forfeited upon the termination of his employment with the Company for any reason, including without limitation, as a result of his death, disability, retirement, termination by the Company with or without Cause or termination by Mr. Rutledge with or without Good Reason and (ii) will not be subject to any accelerated or special vesting or become earlier exercisable or earned as a result of any corporate transaction such as a change-in-control or going private transaction.

If, prior to the Scheduled Expiration Date, Mr. Rutledge ceases to be an employee of the Company or any of its affiliates for any reason other than as a result of his being terminated by the Company for Cause or as a result of his death or physical or mental disability, he will have until the third anniversary of the termination of his employment to exercise any then outstanding vested stock options and stock appreciation rights, unless he is afforded a longer period for exercise pursuant to an applicable award letter. If he ceases to be an employee of the Company or any of its affiliates prior to the Scheduled Expiration Date as a result of his death or physical or mental disability, he (or his estate or beneficiary) will have the right to exercise his then outstanding vested and exercisable stock options and stock appreciation awards through the later of (i) the Scheduled Expiration Date and (ii) the third anniversary of the termination of his employment. In no event, however, will stock options or stock appreciation rights remain exercisable beyond their regularly scheduled term (except as may otherwise be permitted under the applicable award in the case of death).

To provide Mr. Rutledge with an additional retirement benefit, the employment agreement required the Company to establish, and credit $15,000,000 as of the date of the employment agreement to, a special bookkeeping account for his benefit (the “Retirement Account”). Upon a Qualifying Termination of his employment, then, subject to (except in the case of his death) his execution of a Separation Agreement, the Company will provide him or his estate or beneficiary, as the case may be, a lump sum payment equal to the balance of the Retirement

 

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Account on the 90th day following such termination of his employment. Mr. Rutledge’s right to be paid the balance of the Retirement Account will be forfeited upon a termination of his employment that is not a Qualifying Termination. The Retirement Account will be credited quarterly to reflect interest based on one-year LIBOR.

Upon the termination of Mr. Rutledge’s employment with the Company, his rights to benefits and payments under the Company’s pension and welfare plans (other than severance benefits) will be determined in accordance with the then current terms and provisions of such plans.

The employment agreement contains certain covenants by Mr. Rutledge including a noncompetition agreement that restricts Mr. Rutledge’s ability to engage in competitive activities until the first anniversary of the termination of his employment with the Company.

Hank J. Ratner

Mr. Ratner is President and Chief Executive Officer of MSG. Mr. Ratner devotes a majority of his time to his role at MSG but he continues to serve as the Company’s Vice Chairman and devotes a portion of his time to that role. In light of Mr. Ratner’s dual responsibilities, on December 21, 2009, the Company and MSG each entered into separate employment agreements with Mr. Ratner. These agreements became effective upon the consummation of the MSG Distribution in February 2010. The agreement with Mr. Ratner provides for his continued employment as Vice Chairman of the Company through December 31, 2014 at a minimum annual base salary of $500,000 (subject to annual review and potential increase in the discretion of the Compensation Committee) and an annual target bonus equal to 200% of his annual base salary (and a possible range of 0% to 400%) in the discretion of the Compensation Committee. Mr. Ratner’s annual salary for 2011 is $500,000 and his bonus target is 200%. Under the agreement, Mr. Ratner continues to be eligible to participate in all Company employee benefits and retirement plans at the level available to other members of senior management of the Company, subject to meeting the relevant eligibility requirements and the terms of the plans. In light of Mr. Ratner’s dual role at the Company and MSG, he may not meet the eligibility requirements of certain qualified and other plans. In the event Mr. Ratner does not meet the requirements for the Cablevision ChoicePlus Salary Continuation Plan (short-term disability), any amount that otherwise would have been payable to Mr. Ratner under that plan in the event of a short-term disability will be payable by the Company in the amount, at the times, and for the duration set forth in the plan. In addition, to the extent that Mr. Ratner does not participate in the Cablevision 401(k) Savings Plan and/or Cablevision Cash Balance Pension Plan, his full base salary will be used to determine his applicable benefits under the Cablevision Excess Savings Plan and Cablevision Excess Cash Balance Plan, respectively. Any life and accidental death and dismemberment insurance provided by the Company will continue to be based on Mr. Ratner’s base salary.

Mr. Ratner will also continue to be entitled to participate in the Company’s long-term cash or equity programs. In calendar year 2010, Mr. Ratner was entitled to receive one or more long-term cash and/or equity awards with an aggregate target value of $1,400,000 (less the

 

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anticipated annual award amount under his outstanding deferred compensation award), as determined in the discretion of the Compensation Committee. For so long as Mr. Ratner’s deferred compensation award remains outstanding, the annual award amount increase will be $150,000 (instead of 20% of his base salary). The Company has agreed that neither the scheduled expiration of the agreement nor Mr. Ratner’s rights in connection with the expiration will have any effect on any determination by the Compensation Committee with respect to the amount, terms or form of any long-term incentive awards granted to him in the future.

Pursuant to the agreement, in addition to Mr. Ratner’s eligibility for the grant of equity and/or cash long-term incentives in 2010, he also received a one-time special award of shares of restricted Class A common stock with a target value of $1,750,000 (the “Special Stock Award”). The Special Stock Award was made in March 2010 and covered 75,000 shares of restricted Class A common stock. The Special Stock Award is subject to the same terms reflected in the Company’s current standard form restricted stock agreement, with the forfeiture restrictions on all of the shares expiring on the third anniversary of the grant (i.e., 3-year cliff vesting).

Any continuing service requirements with respect to outstanding long-term cash and equity awards that were granted to Mr. Ratner prior to the effective date of the agreement will be based solely on his continued services to the Company and its affiliates (other than MSG and its subsidiaries). He and the Company have acknowledged that any cash payable pursuant to any of those awards will be the sole responsibility and liability of the Company and that MSG will have no liability to Mr. Ratner with respect to such cash payable.

If, prior to December 31, 2014 (the “Scheduled Expiration Date”), Mr. Ratner’s employment with the Company is terminated (i) for any reason by him during the thirteenth calendar month following a Change in Control of the Company, (ii) by the Company, (iii) by him for Good Reason or (iv) by Mutual Consent, and at the time of any such termination described above, Cause does not exist, then, subject to his execution of a Separation Agreement with the Company (modified to reflect the terms of his employment agreement) the Company will provide him with the following benefits and rights:

 

(a) A severance payment in an amount determined at the discretion of the Compensation Committee, but in no event less than two times the sum of his annual base salary and annual target bonus;

 

(b) Continued payment of premiums on certain existing whole life insurance policies on his life to the extent necessary to provide for payment of the initial targeted death benefit under each such policy after first applying any associated dividends and surrender of paid up additions;

 

(c)

Each of his outstanding long-term cash awards will immediately vest in full (whether or not subject to performance criteria) and will be made on the 90th day after the termination of his employment, provided, that if any such award is subject to any

 

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performance criteria, then (i) if the measurement period for such performance criteria had not yet been fully completed, then the payment amount will be at the target amount for such award and (ii) if the measurement period for such performance criteria had already been fully completed, then the payment amount of such award will be to the same extent that other similarly situated executives receive payment as determined by the Compensation Committee (subject to the satisfaction of the applicable performance criteria);

 

(d) (i) All of the restrictions on each of the outstanding restricted stock or restricted stock units granted to him will immediately be eliminated, (ii) deliveries with respect to his restricted stock will be made immediately after the effective date of the Separation Agreement and (iii) payments or deliveries with respect to his restricted stock units, will be made on the 90th day after the termination of his employment;

 

(e) Each of his outstanding stock options and stock appreciation awards will immediately vest and become exercisable and he will have the right to exercise each of those options and stock appreciation awards for the remainder of the term of such option or award; and

 

(f) A pro rated annual target bonus for the year in which such termination occurred will be made on the 90th day after the termination of his employment.

If Mr. Ratner’s employment is terminated as described in this paragraph, but such employment is terminated pursuant to clause 1(H) of the definition of Good Reason, then he will not be entitled to the payment set forth in (a) above.

If Mr. Ratner ceases to be an employee of the Company or any of its affiliates (other than MSG and its subsidiaries) prior to the Scheduled Expiration Date as a result of his death, his estate or beneficiary will be provided with the benefits and rights set forth in (c) through (f) in the second preceding paragraph and have such longer period to exercise his then outstanding stock options and stock appreciation awards as may otherwise be permitted under the applicable plan and award letter. If he ceases to be an employee of the Company or any of its affiliates (other than MSG and its subsidiaries) prior to the Scheduled Expiration Date as a result of his physical or mental disability, he will be provided with the benefits and rights set forth in (b) through (f) of the second preceding paragraph.

If after the Scheduled Expiration Date, Mr. Ratner’s employment with the Company is terminated (i) for any reason by him during the thirteenth calendar month following a Change in Control of the Company, (ii) by the Company, (iii) by him for Good Reason, (iv) by him without Good Reason but only if he had provided the Company with at least six months advance written notice of his intent to so terminate his employment, or (v) as a result of his death or disability, and at the time of any such termination described above, Cause does not exist, then, subject to (except in the case of his death) his execution of a Separation Agreement, he or his estate or beneficiary, as the case may be, will be provided with the benefits and rights set forth above in (b) through (f) of the third preceding paragraph, provided that if his employment is

 

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terminated as a result of his death, his estate or beneficiary will not be entitled to the continuation of premium payments benefits set forth in (b) of that paragraph.

If, prior to or after the Scheduled Expiration Date, Mr. Ratner ceases to be employed by the Company for any reason other than his being terminated for Cause, he will have three years to exercise outstanding stock options and stock appreciation awards, unless he is afforded a longer period for exercise pursuant to his employment agreement or any applicable award letter. In no event, however, will stock options or stock appreciation rights remain exercisable beyond their regularly scheduled term (except as may otherwise be permitted under the applicable award in the case of death).

To provide Mr. Ratner with an additional retirement benefit, the employment agreement required the Company to establish, and credit $15,000,000, as of February 9, 2010, to a notional bookkeeping account for his benefit (the “Retirement Account”). Upon a Qualifying Termination of his employment, whether before, on or after the Scheduled Expiration Date, then, subject to (except in the case of his death) his execution of a Separation Agreement, the Company will provide him or his estate or beneficiary, as the case may be, a lump sum payment equal to the balance of the Retirement Account (as adjusted below) on the 90th day following such termination of his employment. His right to be paid the balance of the Retirement Account will be forfeited upon a termination of his employment that is not a Qualifying Termination. The Retirement Account will be credited quarterly to reflect interest based on one-year LIBOR. If upon the termination of his employment there is a good faith dispute between him and the Company as to whether the termination is a Qualifying Termination, the Company will pay the balance of the Retirement Account to a trust pending the final unappealable resolution of the dispute.

Upon the termination of Mr. Ratner’s employment with the Company, except as described above, his rights to benefits and payments under the Company’s pension and welfare plans (other than severance benefits) and any outstanding long-term cash or equity awards will be determined in accordance with the then current terms and provisions of such plans, agreements and awards under which such benefits and payments (including such long-term cash or equity awards) were granted.

In this agreement, the Company acknowledges that, in addition to Mr. Ratner’s services pursuant to the agreement, he will simultaneously serve, and is expected to devote most of his business time and attention to serving, as President and Chief Executive Officer of MSG. The Company recognizes and agrees that his responsibilities to MSG will preclude him from devoting a substantial portion of his time and attention to the Company’s affairs. The agreement states the Company’s recognition that there may be certain potential conflicts of interest and fiduciary duty issues associated with Mr. Ratner’s dual roles at the Company and MSG and that none of (i) his dual responsibilities at the Company and MSG, (ii) his inability to devote a substantial portion of his time and attention to the Company’s affairs, (iii) the actual or potential conflicts of interest and fiduciary duty issues that are waived in the Company’s Policy Concerning Matters Related to Madison Square Garden, Inc. Including

 

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Responsibilities of Overlapping Directors and Officers or (iv) any actions taken, or omitted to be taken, by him in good faith to comply with his duties and responsibilities to the Company in light of his dual responsibilities to the Company and MSG, will be deemed to be a breach by him of his obligations under the employment agreement nor will any of the foregoing constitute Cause as such term is defined in the employment agreement.

The employment agreement contains certain covenants by Mr. Ratner including a noncompetition agreement that restricts Mr. Ratner’s ability to engage in competitive activities until the first anniversary of the termination of his employment with the Company.

Certain Definitions

For purposes of the foregoing descriptions of the employment agreements of James L. Dolan, Thomas M. Rutledge and Hank J. Ratner the following definitions apply, as applicable. Except as noted, the definitions are the same in all agreements.

“Cause” is defined as (1) commission of an act of fraud, embezzlement, misappropriation, willful misconduct, gross negligence or breach of fiduciary duty against the Company or an affiliate thereof, or (2) commission of any act or omission that results in, or may reasonably be expected to result in, a conviction, plea of no contest, plea of nolo contendere or imposition of unadjudicated probation for any crime involving moral turpitude or any felony.

“Change in Control” means the acquisition, in a transaction or a series of related transactions, by any person or group, other than Charles F. Dolan or members of the immediate family of Charles F. Dolan or trusts for the benefit of Charles F. Dolan or his immediate family (or an entity or entities controlled by any of them) or any employee benefit plan sponsored or maintained by the Company, of (1) the power to direct the management of substantially all the cable television systems then owned by the Company in the New York City Metropolitan Area (as defined) or (2) after any fiscal year of the Company in which all the systems referred to in clause (1) will have contributed in the aggregate less than a majority of the net revenues of the Company and its consolidated subsidiaries, the power to direct the management of the Company and its consolidated subsidiaries, the power to direct the management of the Company or substantially all its assets.

“Mutual Consent” means the employee and the company have mutually agreed in writing to terminate the employee’s employment with the company and that such termination of employment will not constitute a termination by the company with or without Cause or by the employee with or without Good Reason.

A “Qualifying Termination” of Mr. Rutledge’s employment means any termination of his employment with the Company (1) for any reason by Mr. Rutledge during the thirteenth calendar month following a Change in Control of the Company, (2) by the Company, (3) by him on or prior to December 31, 2014 for Good Reason, (4) by him after December 31, 2014 without Good Reason if he provides the Company with at least six months advance written

 

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notice of his intent to so terminate his employment or (5) as a result of his death or physical or mental disability, provided that, at the time of any such termination prior to December 31, 2014, Cause does not exist.

A “Qualifying Termination” of Mr. Ratner’s employment means any termination of Mr. Ratner’s employment with the Company (1) for any reason by him during the thirteenth calendar month following a Change in Control of the Company, (2) by the Company, (3) by him for Good Reason or (4) by him after December 31, 2014 without Good Reason if he provides the Company with at least six months advance written notice of his intent to so terminate his employment, (5) as a result of his death or physical or mental disability, or (6) as a result of Mutual Consent, provided that at the time of any such termination described in this definition prior to December 31, 2014, Cause does not exist.

Termination for “Good Reason” in Mr. Dolan’s employment agreement means that (1) without Mr. Dolan’s consent, (A) Mr. Dolan’s base salary or bonus target is reduced, (B) the Company requires that Mr. Dolan’s principal office be located outside of Nassau County or Manhattan, (C) the Company materially breaches its obligations to Mr. Dolan under his employment agreement, (D) Mr. Dolan is no longer the Chief Executive Officer of the Company, (E) Mr. Dolan no longer reports directly to the Chairman of the Board of Directors of the Company, or (F) Mr. Dolan’s responsibilities are materially diminished, (2) Mr. Dolan has given the Company written notice, referring specifically to this definition, that he does not consent to such action, (3) the Company has not corrected such action within 15 days of receiving such notice and (4) Mr. Dolan voluntarily terminates his employment within 90 days following the happening of the action described in subsection (1) of this definition.

Termination for “Good Reason” in Mr. Ratner’s employment agreement means that (1) without Mr. Ratner’s consent, (A) his base salary or bonus target as an employee is reduced, (B) prior to December 31, 2014, the aggregate target value of his awards (as determined in good faith by the Compensation Committee at the time of grant and including the anticipated annual award amount increase under his outstanding deferred compensation award with respect to the year) under the long-term cash or equity programs and arrangements of the Company is less than $1.4 million, unless such reduction in value is in proportion to the reduction in the aggregate target values of the awards granted for such year to all of named executive officers listed in the Company’s proxy statement relating to the immediately preceding year that are still full-time executive officers at the time of such reduction, (C) the Company requires that his principal office be located outside of Nassau County or Manhattan, (D) the Company materially breaches its obligations to Mr. Ratner under the employment agreement, (E) he is no longer the Vice Chairman of the Company, (F) he reports directly to someone other than the Chairman of the Board of Directors of the Company or, provided that James L. Dolan is the Chief Executive Officer of the Company, the Chief Executive Officer of the Company, (G) his responsibilities immediately after the effective date of the employment agreement are thereafter materially diminished, or (H) if (i) prior to December 31, 2014, his employment with MSG is terminated by MSG without “Cause” or by him for “Good Reason”

 

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(as Cause and Good Reason are defined in his MSG employment agreement), (ii) he has been unable to find a position with another company that (a) is comparable in responsibility, stature and compensation to his position at MSG and (b) would accommodate his continuing responsibilities at the Company under this Agreement, despite a good faith effort to find such a position over the 30-day period following such termination of his employment with MSG and he provides prompt notice thereof to the Company and (iii) within 15 days of the Company’s receipt of such notice, the Company fails to offer him full-time employment with the Company with (x) responsibility comparable to that which he had at the Company prior to the spin-off and (y) an annual base salary of no less than $1,638,000, a target annual bonus of no less than 200% of his annual base salary, and an opportunity to receive future grants under the long-term cash or equity programs and arrangements at the level available to senior management of the Company, (2) he had given the Company written notice, referring specifically to this definition, that he did not consent to such action (including the failure by the Company to make an employment offer in the case of clause (H) above), (3) the Company has not corrected such action within 15 days of receiving such notice and (4) he voluntarily terminates his employment within 90 days following the happening of the action described in subsection (1) of this definition.

Termination for “Good Reason” in Mr. Rutledge’s employment agreement means that (1) without Mr. Rutledge’s consent, (A) Mr. Rutledge’s base salary or bonus target as an employee is reduced, (B) the Company requires that Mr. Rutledge’s principal office be located outside of Nassau County or Manhattan, (C) the Company materially breaches its obligations to Mr. Rutledge under the employment agreement, (D) Mr. Rutledge is no longer the Chief Operating Officer of the Company, (E) Mr. Rutledge reports directly to someone other than the Chairman of the Board of Directors of the Company or the Chief Executive Officer of the Company, or (F) Mr. Rutledge’s responsibilities are materially diminished, (2) Mr. Rutledge has given the Company written notice, referring specifically to this definition, that he does not consent to such action, (3) the Company has not corrected such action within 15 days of receiving such notice and (4) Mr. Rutledge voluntarily terminates his employment within 90 days following the happening of the action described in subsection (1) of this definition.

Michael P. Huseby

In May 2010, the Company entered into an employment agreement with Michael P. Huseby that is for a term through October 16, 2012. Under the new agreement that provides for his continued employment as Executive Vice President and Chief Financial Officer of the Company, Mr. Huseby is entitled to receive an annual salary of not less than $1,020,000 and an annual bonus established in the discretion of the Compensation Committee with a target of 90% of his annual base salary. Mr. Huseby’s annual salary for 2011 is $1,051,000 and his bonus target is 90%. Mr. Huseby’s annual salary and target bonus (as each may be increased from time to time in the discretion of the Compensation Committee) may not be reduced during the term of the agreement. Under the agreement, Mr. Huseby continues to be eligible to participate in all employee benefits and equity and other long-term incentive programs on the same basis as similarly situated executives, all subject to the discretion of the Compensation Committee.

 

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Under his employment agreement, Mr. Huseby will be entitled to severance benefits if his employment is terminated (a) by the Company (other than for Cause) or (b) by him for Good Reason. For purposes of his employment agreement, Cause is defined as (1) fraud, embezzlement, misappropriation, willful misconduct, gross negligence or breach of fiduciary duty against the Company or one of its affiliates or (2) commission of any act or omission that results in or may reasonably be expected to result in a conviction, plea of no contest, plea of nolo contendere or imposition of unadjudicated probation for crime involving moral turpitude or any felony, in each case as determined by the Compensation Committee. Mr. Huseby can terminate his agreement for Good Reason if: (1) without his consent, either (A) his base salary or annual target bonus is reduced, (B) he is no longer the Chief Financial Officer of the Company or (C) he reports directly to someone other than the Chairman, the Chief Executive Officer, the President or the Vice Chairman of the Company; (2) he gives written notice to the Company that he does not consent to such action; (3) the Company does not correct such action within 30 days of receiving Mr. Huseby’s notice; and (4) he voluntarily terminates his employment within 90 days of such action.

Mr. Huseby’s severance benefits would consist of the payment of the sum of (1) an amount not less than two times the sum of his annual base salary and his annual target bonus as in effect at the time of termination, 60% of which amount would be payable on the six month anniversary of the employment termination date and the remaining 40% payable on the twelve month anniversary of the employment termination date, (2) a prorated bonus for the portion of the year he worked for the Company in the year of termination, (paid to him if and when such bonuses are generally paid to similarly situated employees in the discretion of the Compensation Committee) and based upon Mr. Huseby’s current annual target as well as the performance of the Company and Mr. Huseby’s business unit as determined by the Company in its sole discretion, but without adjustment for Mr. Huseby’s individual performance, (3) full vesting of all restricted shares granted to Mr. Huseby prior to October 16, 2008 (to the extent still outstanding and not previously forfeited) and (4) vesting of a pro rated amount of the performance awards granted to Mr. Huseby prior to October 16, 2008 (to the extent still outstanding and not previously forfeited), with the pro rated “target amount” being subject to adjustment based upon attainment of the performance objectives and being payable only to the extent, and at the time, that such awards are otherwise payable in accordance with their terms. All payments would be conditioned on Mr. Huseby executing a severance agreement with the Company, including a general release and covenants with respect to non-competition, non-solicitation of employees and confidentiality. Mr. Huseby’s employment agreement does not provide for any severance benefits in the event of retirement, death, disability or a change in control or going private transaction.

Gregg G. Seibert

On March 29, 2011, the Company entered into an employment with Gregg G. Seibert. The new agreement with Mr. Seibert provides for his continued employment as Executive Vice President of the Company through December 31, 2016 at a minimum annual base salary of

 

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$1,500,000 (subject to annual review and potential increase in the discretion of the Compensation Committee) and an annual target bonus equal to 150% of his annual base salary in the discretion of the Compensation Committee. He will also be entitled to participate in future long-term cash and equity programs and arrangements that are made available to similarly situated executives of the Company. In calendar year 2011, Mr. Seibert will be entitled to receive one or more long-term cash and/or equity awards with an aggregate target value of $5,000,000, as determined by the Compensation Committee in its discretion.

Under the agreement, Mr. Seibert continues to be eligible to participate in the Company’s standard employee benefits program, subject to meeting the relevant eligibility requirements, payment of required premiums, and the terms of the plans.

If, prior to December 31, 2016 (the “Scheduled Expiration Date”), Mr. Seibert’s employment with the Company is terminated (i) by the Company without Cause or (ii) by him for Good Reason, then, subject to his 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 two times the sum of his annual base salary and annual target bonus, 60% of which shall be payable to him on the six-month anniversary of his termination date and 40% of which shall be payable to him on the twelve-month anniversary of his termination date;

 

(b) A pro rated annual bonus for the year in which such termination occurred, payable at the same time as such bonuses are paid to similarly situated employees and based on his then current annual target bonus as well as Company and his business unit performance as determined by the Company in its sole discretion, but without adjustment for his individual performance, plus any unpaid annual bonus for the year prior to the year in which such termination occurred;

 

(c) Each of his outstanding long-term cash awards will immediately vest in full (whether or not subject to performance criteria) and shall be payable to him at the at the same time as such awards are paid to other employees of the Company and the payment amount of such award shall be to the same extent that other similarly situated executives receive payment as determined by the Compensation Committee (subject to satisfaction of any applicable performance criteria), provided that any more favorable provisions of his existing award agreements will apply to the treatment of such awards following a “going private transaction” (as defined in the award agreements) and following a “change of control” (as defined in the award agreements), his outstanding awards shall be paid at such time as such awards are paid to active employees of the Company, if such time is earlier than they otherwise would have been paid to him;

 

(d)

Each of his outstanding restricted stock or restricted stock unit awards granted to him under the plans of the Company shall continue to vest in accordance with their original

 

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vesting schedule and payments or deliveries with respect to his restricted stock and restricted stock units shall be made on the original vesting date (or, in the case of restricted stock units, on the original distribution date), and, in the case of restricted stock, the Company will withhold a portion of such awards in an amount sufficient to fund the minimum statutory tax withholding requirements (including, federal, state and local income and employment taxes) resulting from the recognition of income in respect of such outstanding restricted stock and make a payroll tax contribution in such amount on his behalf and, in the case of restricted stock units, if his termination of employment occurs on or after October 25th of a particular year, then any such restricted stock units which would otherwise be delivered after termination of his employment during that year will be delivered on the 68th day following his date of termination; and

 

(e) Each of his outstanding stock options and stock appreciation awards under the plans of the Company shall continue to vest in accordance with their original vesting schedule and he will have the right to exercise each of those options and stock appreciation awards for the remainder of the term of such option or award.

If Mr. Seibert ceases to be an employee of the Company prior to the Scheduled Expiration Date as a result of his death, or his physical or mental disability, 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 (b), (d) and (e) of the preceding paragraph and each of his outstanding long-term cash awards shall immediately vest in full, whether or not subject to performance criteria and shall be payable on the 90th day after the termination of his employment, provided, that if any such award is subject to any performance criteria, then (i) if the measurement period for such performance criteria had not yet been fully completed, then the payment amount will be at the target amount for such award and (ii) if the measurement period for such performance criteria had already been fully completed, then the payment amount of such award will be to the same extent that other similarly situated executives receive payment as determined by the Compensation Committee (subject to the satisfaction of the applicable performance criteria). Notwithstanding the foregoing, if provided for in the applicable stock option, restricted stock or restricted stock unit awards, his restricted stock and restricted stock unit awards will vest in full (and shares subject to restricted stock units will be distributed) at the time of his death.

If after the Scheduled Expiration Date, Mr. Seibert’s employment with the Company is terminated for any reason by him upon at least 12 months written notice, such notice to be effective no earlier than the first day after the Scheduled Expiration Date, and at the time of such termination Cause does not exist, then, subject to his execution of a separation agreement with the Company, he will be provided with the benefits and rights set forth in (b)-(e) of the second preceding paragraph.

Except as otherwise set forth in his employment agreement, upon the termination of Mr. Seibert’s employment with the Company, any outstanding long-term cash or equity

 

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awards will be determined in accordance with their terms and Mr. Seibert will not be eligible for severance benefits under any other plan, program or policy of the Company.

The employment agreement contains certain covenants by Mr. Seibert including a noncompetition agreement that restricts Mr. Seibert’s ability to engage in competitive activities until the first anniversary of the termination of his employment with the Company.

For purposes of Mr. Seibert’s employment agreement, “Cause” means his (i) commission of an act of fraud, embezzlement, misappropriation, willful misconduct, gross negligence or breach of fiduciary duty against the Company or an affiliate thereof, or (ii) commission of any act or omission that results in a conviction, plea of no contest, plea of nolo contendere, or imposition of unadjudicated probation for any crime involving moral turpitude or any felony. “Good Reason” means that (1) without his written consent, (A) his base salary or annual target bonus (as each may be increased from time to time in the Company’s sole discretion) is reduced, (B) his title (as in effect from time to time) is diminished, (C) he reports directly to someone other than James Dolan (or if James Dolan is no longer the Chief Executive Officer of the Company, to someone other than the Chairman of the Board of Directors of the Company), (D) the Company requires that his principal office be located outside of Nassau County or the Borough of Manhattan, (E) the Company materially breaches its obligations under the agreement; or (F) his responsibilities as in effect immediately after the date of the agreement, taken together with any additional material responsibilities which are thereafter assigned to him and which are intended to continue at least through the Scheduled Expiration Date, are thereafter materially diminished, (2) he has given the Company written notice that he does not consent to such action, (3) the Company has not corrected such action within 15 days of receiving such notice, and (4) he voluntarily terminates his employment with the Company within 90 days following the happening of the action described in subsection (1) above.

Termination and Severance

As described in “Compensation Discussion and Analysis — Post-Termination Compensation”, payments may be made to employees upon the termination of their employment with the Company depending upon the circumstances of their termination, which include termination by the Company without cause, termination by the employee for good reason, other voluntary termination by the employee, retirement, death, disability, or termination following a change in control of the Company or following a going-private transaction.

Generally, for the named executive officers, their employment agreements address some of these circumstances. For a description of termination provisions in the employment agreements, see “— Employment Agreements” above. In addition, the award agreements for the long-term incentives also address some of these circumstances. If an employment agreement provides for the treatment of any award upon the termination of employment, the terms of any applicable award agreements will not supersede the terms of the employment agreement unless otherwise provided in the award agreement.

 

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Award Agreements

Under the applicable award agreements, vesting of restricted stock, stock options and stock appreciation rights granted to employees, including the named executive officers, may be affected upon a “change of control” of the Company or a going private transaction (as defined in Rule 13e-3 of the Securities Exchange Act of 1934). A “change of control” is defined as the acquisition by any person or group, other than Charles F. Dolan or members of his immediate family (or trusts for the benefit of Charles F. Dolan or his immediate family) or any employee benefit plan sponsored or maintained by the Company, of (1) the power to direct the management of substantially all of the cable television systems then owned by the Company in the New York City metropolitan area, or (2) after any fiscal year of the Company in which the Company’s cable television systems in the New York City metropolitan area contributed in the aggregate less than a majority of the net revenues of the Company and its consolidated subsidiaries, the power to direct the management of the Company or substantially all of its assets. Upon a change in control, as defined, the restricted stock, stock options and stock appreciation rights may be converted into either a right to receive an amount of cash based upon the highest price per share of the Company’s Class A common stock paid in the transaction resulting in the change of control, or, as long as the surviving entity is a public company, into a corresponding award with equivalent profit potential in the surviving entity, at the election of the Compensation Committee. Upon a going private transaction, the restricted stock, stock options and stock appreciation rights would be converted into a right to receive an amount of cash based upon the highest price per share of the Company’s Class A common stock paid in the transaction. Following the change of control or going private transaction, the award of restricted stock, stock options or stock appreciation rights will become payable on the earlier to occur of (1) the date on which the award was originally scheduled to vest or (2) the date on which the recipient’s employment with the Company or the surviving entity is terminated (A) by the Company or the surviving entity other than for cause or (B) by the recipient for good reason, if such termination occurs within three years after the change of control or going private transaction, or by the recipient for any reason if such termination occurs at least six months, but not more than nine months, after completion of the change of control or going private transaction. In addition, the amount payable under the award agreement will include interest from the date of the change of control or going private transaction.

Under the applicable award agreements, vesting of restricted stock, stock options and stock appreciation rights granted to employees, including the named executive officers, may be accelerated in certain other circumstances. Under stock option or stock appreciation rights award agreements, upon termination for cause, the entire award is forfeited. Upon termination by the Company without cause, termination by the employee, death, disability or retirement, the unvested portion of the award is forfeited; provided, however, that only with respect to stock options granted in 2006 and 2009, upon death, the entire award is immediately vested. Depending on the type of termination and specific option grant, the time to exercise the vested portion varies from 90 days to three years. With respect to stock options granted in March 2009, depending on the type of termination, the time to exercise the vested option varies from 90 days

 

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to the remainder of the term. In no event is this period later than the expiration date, except in the case of death, in which the time to exercise may be extended for one year after the expiration date. Under restricted stock award agreements, upon any termination for any reason prior to the third anniversary of the grant date other than death or change of control or going private transaction, the entire award is forfeited; upon death, the entire award is immediately vested. Under the applicable award agreements for performance awards, upon termination for cause, the entire award is forfeited. Under the applicable award agreements for all performance awards, upon a change in control, the entire award vests and is immediately payable, regardless of the performance objectives. Under subsequent performance award agreements, upon any termination for any reason prior to the payment date other than death, the entire award is forfeited. Upon death before the end of the performance period, a pro rata portion of the award will vest and be immediately payable; upon death after the end of the performance period but prior to the payment date, the entire award will be payable upon the payment date. In the event of a going private transaction, the entire award vests and is immediately payable, regardless of the performance objectives.

Under the applicable award agreements for deferred compensation awards, upon termination for cause, the entire award is forfeited. Upon death or disability, the then-current award amount outstanding on that date is immediately payable. Upon termination without cause, termination by the employee or retirement prior to the second anniversary of the grant date, the entire award is forfeited. Upon termination without cause, termination by the employee or retirement after the second anniversary of the grant date, the then-current award amount outstanding on the date of termination vests on a pro rata basis and the pro rata portion is payable (adjusted, if applicable, for any amount that may have been paid out on the fifth anniversary of the date of grant). Upon a change in control, the entire award vests and is immediately payable. The award agreements for deferred compensation do not provide for any special benefits in the event of a going private transaction. See “— Employment Agreements” for a discussion of the treatment of certain special awards and retirement payments in the employment agreements of Hank J. Ratner and Thomas M. Rutledge.

Quantification of Termination and Severance

The following tables set forth a quantification of estimated severance and other benefits payable to the named executive officers under various circumstances regarding the termination of their employment. In calculating these severance and other payments, we have taken into consideration or otherwise assumed the following:

 

   

Termination of employment occurred after the close of business on December 31, 2010.

 

   

We have valued equity awards using the closing market price of Class A common stock on the New York Stock Exchange on December 31, 2010, the last trading day of the year, of $33.84.

 

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We have valued stock options at their intrinsic value, equal to the difference between $33.84 and the per share exercise price, multiplied by the number of shares underlying the stock options.

 

   

Where applicable, we have included in the calculation of the value of equity awards the payment of any quarterly dividends declared through December 31, 2010.

 

   

In the event of termination of employment, the payment of certain long-term incentive awards and other amounts may be delayed, depending upon the terms of each specific award agreement, the provisions of the applicable named executive officer’s employment agreement and the applicability of Section 409A. In quantifying aggregate termination payments, we have not taken into account the timing of the payments and we have not discounted the value of payments that would be made over time, except where otherwise disclosed.

 

   

We have assumed that all performance metrics for performance-based awards are achieved (but not exceeded.

Benefits Payable As a Result of Voluntary Termination of Employment by Employee*

 

Elements  

Charles F.

Dolan

   

James L.

Dolan

   

Thomas M.

Rutledge

   

Michael P.

Huseby

    

Gregg G.

Seibert

   

Hank J.

Ratner

 

Severance

                                          

Most recent bonus

                                          

Unvested restricted stock

                                          

Unvested stock options

                                          

Unvested performance options

                                          

Performance awards

  $ 4,470,000 (1)    $ 4,470,000 (1)    $ 3,990,000 (1)    $ 1,230,000 (1)            $ 3,990,000 (1) 

2009 Retention award

                                          

Deferred compensation award

  $ 707,427 (2)    $ 707,427 (2)    $ 707,427 (2)    $ 707,427 (2)            $ 707,427 (2) 

Consulting arrangements

                                          

Additional retirement benefit

                $ 15,156,679 (3)                   $ 15,147,948 (3) 

Health insurance benefits

                                          

Executive life insurance premiums

                                          

 

* The amounts in this table do not include any payments or awards which were vested at December 31, 2010 or any pension or other vested retirement benefits.

 

(1) Represents the full value of his 2008 three-year performance award; all other performance awards would be forfeited.

 

(2) Represents an estimated pro rata share of the then-current award amount of his deferred compensation award at December 31, 2010.

 

(3) Represents the December 31, 2010 balance of the additional deferred compensation retirement benefit of $15,000,000 plus interest, that will be paid upon a qualifying termination of employment as defined in Mr. Ratner’s and Mr. Rutledge’s December 21, 2009 employment agreement. Interest, credited quarterly, is based on the average of the one-year LIBOR fixed rate equivalent for the last ten business days of the prior calendar year.

 

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Benefits Payable As a Result of Termination of Employment Due to Retirement*

 

Elements  

Charles F.

Dolan

   

James L.

Dolan

   

Thomas M.

Rutledge

   

Michael P.

Huseby

    

Gregg G.

Seibert

   

Hank J.

Ratner

 

Severance

                                          

Most recent bonus

                                          

Unvested restricted stock

                                          

Unvested stock options

                                          

Unvested performance options

                                          

Performance awards

  $ 4,470,000 (1)    $ 4,470,000 (1)    $ 3,990,000 (1)    $ 1,230,000 (1)            $ 3,990,000 (1) 

2009 retention award

                                          

Deferred compensation award

  $ 707,427 (2)    $ 707,427 (2)    $ 707,427 (2)    $ 707,427 (2)            $ 707,427 (2) 

Consulting arrangements

                                          

Additional retirement benefit

                $ 15,156,679 (3)                   $ 15,147,948 (3) 

Health insurance benefits

                                          

Executive life insurance premiums

                                          

 

* The amounts in this table do not include any payments or awards which were vested at December 31, 2010 or any pension or other vested retirement benefits.

 

(1) Represents the full value of his 2008 three-year performance award; all other performance awards would be forfeited.

 

(2) Represents an estimated pro rata share of the then-current award amount of his deferred compensation award at December 31, 2010.

 

(3) Represents the December 31, 2010 balance of the additional deferred compensation retirement benefit of $15,000,000 plus interest, that will be paid upon a qualifying termination of employment as defined in Mr. Ratner’s and Mr. Rutledge’s December 21, 2009 employment agreement. Interest, credited quarterly, is based on the average of the one-year LIBOR fixed rate equivalent for the last ten business days of the prior calendar year.

Benefits Payable As a Result of Termination of Employment by the Company for Cause

In the event of termination by the Company for Cause, none of the named executive officers would have been entitled to any payments at December 31, 2010.

 

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Benefits Payable As a Result of Termination of Employment by the Company Without Cause*

 

Elements  

Charles F.

Dolan

   

James L.

Dolan

   

Thomas M.

Rutledge

   

Michael P.

Huseby

   

Gregg G.

Seibert

   

Hank J.

Ratner

 

Severance

         $ 9,000,000 (2)           $ 3,876,000 (2)    $ 4,560,000 (2)    $ 3,000,000 (2) 

Most recent bonus

         $ 4,570,742      $ 5,115,639      $ 1,350,746      $ 1,572,484      $ 1,937,199   

Unvested restricted stock

         $ 13,836,105 (3)    $ 5,248,581 (7)    $ 1,089,348 (10)           $ 12,073,620 (12) 

Unvested stock options

         $ 15,274,414 (4)                         $ 13,633,838 (4) 

Unvested performance options

                                         

Performance awards

  $ 4,470,000 (11)    $ 10,815,000 (5)    $ 5,985,000 (8)    $ 1,230,000 (11)           $ 6,735,000 (5) 

2009 Retention award

                                         

Deferred compensation award

  $ 707,427 (1)    $ 878,432 (6)    $ 878,432 (6)    $ 707,427 (1)           $ 878,432 (6) 

Consulting arrangements

                                         

Additional retirement benefit

                $ 15,156,679 (9)                  $ 15,147,948 (9) 

Health insurance benefits

                                         

Executive life insurance premiums

                                     $ 34,316 (13) 

 

* The amounts in this table do not include any payments or awards which were vested at December 31, 2010 or any pension or other vested retirement benefits

 

(1) Represents an estimated pro rata share of the then-current award amount of the deferred compensation award at December 31, 2010.

 

(2) Represents severance equal to two times the sum of his salary and target bonus.

 

(3) Represents full vesting of the 2008, 2009 and 2010 grants of 113,200, 169,100 and 117,300 shares of restricted stock, respectively, with a value of $3,952,378, $5,870,307 and $4,013,420, respectively.

 

(4) Represents vesting of the unvested portion of the 2009 grant of stock options; all of his other stock options were vested.

 

(5) Represents the full value of his 2008, 2009 and 2010 performance awards.

 

(6) Represents the estimated full value of the then current deferred compensation award at December 31, 2010.

 

(7) Represents full vesting of the remaining unvested portion of the 2009 special restricted stock award.

 

(8) Represents the full value of his 2008 and 2009 performance awards.

 

(9) Represents the December 31, 2010 balance of the additional deferred compensation retirement benefit of $15,000,000 plus interest, that will be paid upon a qualifying termination of employment as defined in Mr. Ratner’s and Mr. Rutledge’s December 21, 2009 employment agreement. Interest, credited quarterly, is based on the average of the one-year LIBOR fixed rate equivalent for the last ten business days of the prior calendar year.

 

(10) Represents full vesting of the 2008 grant of 31,200 shares of restricted stock; any remaining restricted shares would be forfeited.

 

(11) Represents full vesting of his 2008 performance award; the remaining performance awards would be forfeited.

 

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(12) Represents full vesting of the 2008, 2009 and 2010 grants of 101,100, 151,000 and 96,500 shares of restricted stock, respectively, with a value of $3,529,907, $5,241,965 and $3,301,748, respectively.

 

(13) This amount represents the estimated cumulative expected future premiums until the point at which policies are expected to be fully funded and there would no longer be a need to make any additional premium payments.

Benefits Payable As a Result of Termination of Employment by Employee For Good Reason*

 

Elements  

Charles F.

Dolan

   

James L.

Dolan

   

Thomas M.

Rutledge

   

Michael P.

Huseby

   

Gregg G.

Seibert

   

Hank J.

Ratner

 

Severance

         $ 9,000,000 (3)           $ 3,876,000 (3)    $ 4,560,000 (3)    $ 3,000,000 (3) 

Most recent bonus

         $ 4,570,742      $ 5,115,639      $ 1,350,746      $ 1,572,484      $ 1,937,199   

Unvested restricted stock

         $ 13,836,105 (4)    $ 5,248,581 (8)    $ 1,089,348 (11)           $ 12,073,620 (12) 

Unvested stock options

         $ 15,274,414 (5)                         $ 13,633,838 (5) 

Unvested performance options

                                         

Performance awards

  $ 4,470,000 (1)    $ 10,815,000 (6)    $ 5,985,000 (9)    $ 1,230,000 (1)           $ 6,735,000 (6) 

2009 Retention award

                                         

Deferred compensation award

  $ 707,427 (2)    $ 878,432 (7)    $ 878,432 (7)    $ 707,427 (2)           $ 878,432 (7) 

Consulting arrangements

                                         

Additional retirement benefit

                $ 15,156,679 (10)                  $ 15,147,948 (10) 

Health insurance benefits

                                         

Executive life insurance premiums

                                     $ 34,316 (13) 

 

* The amounts in this table do not include any payments or awards which were vested at December 31, 2010 or any pension or other vested retirement benefits.

 

(1) Represents the full value of his 2008 three-year performance award; his other performance awards would be forfeited.

 

(2) Represents an estimated pro rata share of the then-current award amount of his deferred compensation award at December 31, 2010.

 

(3) Represents severance equal two times the sum of his salary and target bonus.

 

(4) Represents full vesting of the 2008, 2009 and 2010 grants of 113,200, 169,100 and 117,300 shares of restricted stock, respectively, with a value of $3,952,378, $5,870,307 and $4,013,420, respectively.

 

(5) Represents vesting of the unvested portion of the 2009 grant of stock options; all of his other stock options were vested.

 

(6) Represents the full value of his 2008, 2009 and 2010 performance awards.

 

(7) Represents the estimated full value of the then current deferred compensation award amount as of December 31, 2010.

 

(8) Represents full vesting of the remaining unvested portion of the 2009 special restricted stock award.

 

(9) Represents the full value of his 2008 and 2009 performance awards.

 

(10) Represents the December 31, 2010 balance of the additional deferred compensation retirement benefit of $15,000,000 plus interest, that will be paid upon a qualifying termination of employment as defined in Mr. Ratner’s and Mr. Rutledge’s December 21, 2009 employment agreement. Interest, credited quarterly, is based on the average of the one-year LIBOR fixed rate equivalent for the last ten business days of the prior calendar year.

 

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(11) Represents full vesting of the 2008 grant of 31,200 shares of restricted stock; any remaining restricted shares would be forfeited.

 

(12) Represents full vesting of the 2008, 2009 and 2010 grants of 101,100, 151,000 and 96,500 shares of restricted stock, respectively, with a value of $3,529,907, $5,241,965 and $3,301,748 respectively.

 

(13) This amount represents the estimated cumulative expected future premiums until the point at which policies are expected to be fully funded and there would no longer be a need to make any additional premium payments.

Benefits Payable As a Result of Termination of Employment Due to Death*

 

Elements  

Charles F.

Dolan

   

James L.

Dolan

   

Thomas M.

Rutledge

   

Michael P.

Huseby

   

Gregg G.

Seibert

   

Hank J.

Ratner

 

Severance

                                         

Salary

  $ 1,664,000 (1)                                    

Most recent bonus