Summary of CABLEVISION SYSTEMS CORP /NY

Item 1.01 Entry into a Material Definitive Agreement
Cablevision Systems Corporation ("Cablevision") and its subsidiary, Madison Square Garden, Inc. ("MSG"), have entered into new employment agreements with James L. Dolan, the President and Chief Executive Officer of Cablevision and the Executive Chairman of MSG, and with Hank J. Ratner, the Vice Chairman of Cablevision and the President and Chief Executive Officer of MSG. In addition, Cablevision has entered into a new employment agreement with Thomas C. Rutledge, its Chief Operating Officer. These agreements are described below. Certain defined terms used in these descriptions are set forth at the end of this Item 1.01.
Employment Agreement with James L. Dolan If the planned spin-off by Cablevision of MSG is consummated, Mr. Dolan will be the Executive Chairman of MSG and will devote a portion of his business time to that role. He will also retain his position as Cablevision's President and Chief Executive Officer and will devote most of his business time to that role. In light of Mr. Dolan's dual responsibilities, on December 24, 2009, Cablevision and MSG each entered into separate employment agreements with Mr. Dolan. These agreements will become effective upon the consummation of the spin-off of MSG. Cablevision
The new agreement with Mr. Dolan provides for his continued employment as President and Chief Executive Officer of Cablevision 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 Cablevision's 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 Cablevision's compensation committee. It is also expected that Mr. Dolan will continue to be nominated for election as a director of Cablevision during the period he serves as President and Chief Executive Officer. Under the agreement, Mr. Dolan continues to be eligible to participate in all Cablevision employee benefits and retirement plans at the level available to other members of senior management of Cablevision, subject to meeting the relevant eligibility requirements and the terms of the plans. Cablevision 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 Cablevision's long-term cash or equity programs. For example, in calendar year 2010, Mr. Dolan will be 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 increase under his outstanding deferred compensation award), as determined in the discretion of Cablevision's compensation committee. 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 new agreement will be based solely on his continued services to Cablevision and its affiliates (other than MSG and its subsidiaries). He and Cablevision have acknowledged that any cash payable

Table of Contents

pursuant to any of those awards will be the sole responsibility and liability of Cablevision 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 Cablevision is terminated (i) for any reason by him during the thirteenth calendar month following a Change in Control of Cablevision, (ii) by Cablevision 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 Cablevision'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"), Cablevision will provide him with the following benefits and rights:
(a) A severance payment in an amount determined at the discretion of the Cablevision 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 Cablevision 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 Cablevision 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 Cablevision 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 Cablevision 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 Cablevision compensation committee (subject to satisfaction of any

Table of Contents

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 Cablevision 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 Cablevision 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 Cablevision 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 Cablevision is terminated (i) for any reason by him during the thirteenth calendar month following a Change in Control of Cablevision, (ii) by Cablevision, (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 Cablevision 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

Table of Contents

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 Cablevision, except as otherwise specifically provided in the employment agreement, his rights to benefits and payments under Cablevision'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, Cablevision 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. Cablevision recognizes and agrees that his responsibilities to MSG will preclude him from devoting substantially all of his time and attention to Cablevision's affairs. The agreement states Cablevision's recognition that there may be certain potential conflicts of interest and fiduciary duty issues associated with Mr. Dolan's dual roles at Cablevision and MSG and that none of (i) his dual responsibilities at Cablevision and MSG,
(ii) his inability to devote substantially all of his time and attention to Cablevision's affairs, (iii) the actual or potential conflicts of interest and fiduciary duty issues that are waived in Cablevision'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 Cablevision in light of his dual responsibilities to Cablevision 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 Cablevision. Madison Square Garden
The new agreement provides for Mr. Dolan's employment as Executive Chairman of MSG through December 31, 2014 at a minimum annual base salary of $500,000 (subject to annual review and potential increase in the discretion of MSG's 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 MSG's compensation committee. It is also expected that Mr. Dolan will continue to be nominated as a director of MSG during the period he serves as Executive Chairman. Under the agreement, Mr. Dolan continues to be eligible to participate in all MSG employee benefits and retirement plans at the level available to other members of senior management of MSG subject to meeting the relevant eligibility requirements and the terms of the plans. In light of Mr. Dolan's dual role at Cablevision and MSG, he may not meet the eligibility requirements of certain qualified and other plans. In the event Mr. Dolan does not meet the requirements for the Madison Square Garden, L.P. Salary Continuation Plan (short-term disability), any amount that otherwise would have been payable to Mr. Dolan under that plan in the event of a short-term disability will be payable by MSG in the amount and for the duration set forth in the plan. In addition, to the extent that Mr. Dolan does not participate in the Madison Square Garden, L.P. 401(k) Savings Plan and/or

Table of Contents

the Madison Square Garden, L.P. Cash Balance Pension Plan, his full MSG base salary will be used to determine his applicable benefits under the Madison Square Garden, L.P. Excess Savings Plan and/or the Madison Square Garden, L.P. . . .