EXHIBIT 10.1
PERFORMANCE AWARD
AGREEMENT
[Full Name of Employee]
[Address]
[Date]
Dear [First Name]:
Pursuant to the [Long-Term Incentive
Plan (the “ Plan ”) of Cablevision Systems
Corporation (the “ Company ”)] [Cablevision
Systems Corporation (the “ Company ”) 2006 Cash
Incentive Plan (the “ Plan ”)], you have been
selected by the Compensation Committee of the Board of Directors to
receive a contingent cash award (the “ Award ”)
effective as of
(the “ Effective Date ”).
Capitalized terms used, but not
defined, in this agreement (this “ Agreement ”)
have the meanings given to them in the Plan. The Award is subject
to the terms and conditions set forth below:
1.
Amount and Payment of Award. In accordance with the terms of
this Performance Award Agreement, the target amount of your
contingent Award is
$
(the “ Target Award ”), which may be increased
or decreased to the extent the performance objectives set forth on
Annex 1 hereto (the “ Objectives ”) have
been attained in respect of
(the “ Performance Period ”). The Award,
calculated in accordance with Annex 1 attached hereto, will become
payable to you on
(the “ Payment Date ”) provided , that
you have remained in the continuous employ of the Company or one of
its Affiliates from the Effective Date through the Payment
Date.
2.
Termination of Employment. If, on the Payment Date, you are
no longer employed by the Company or one of its Affiliates for any
reason, other than as a result of your death, then you will
automatically forfeit all of your rights and interest in the Award
regardless of whether the Objectives are attained.
3.
Death. If, prior to the end of the Performance Period, your
employment with the Company or any of its Affiliates is terminated
as a result of your death then your estate will receive, promptly
following the date of such termination, payment of the Target Award
prorated for the number of completed months of your employment
during the Performance Period prior to such termination. If after
the end of the Performance Period but prior to the Payment Date,
your employment with the Company or any of its Affiliates is
terminated as a result of your death then your estate will receive
on the Payment Date the Award, if any, to which you would have been
entitled on the Payment Date had your employment not been so
terminated.
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4.
Change of Control Event or Going Private Transaction.
Notwithstanding anything to the contrary contained in this
Agreement but subject to the subsections of this Section 4, if
at any time a Change of Control (as defined below) of the Company
or a Going Private Transaction (as defined below) occurs, whether
or not the Objectives have been attained, you will be entitled to
the payment of the Target Award if, immediately prior to the Change
of Control or Going Private Transaction, you are employed by the
Company or one of its Affiliates.
a.
If the actual Change of Control event or Going Private
Transaction:
i
is a permissible distribution event under Section 409A of the
IRC or payment of the Award promptly upon such event is otherwise
permissible under Section 409A of the IRC (including, for the
avoidance of doubt, by reason of the inapplicability of
Section 409A of the IRC to the Award), then the Target Award
shall be paid to you by the Company promptly following the Change
of Control or Going Private Transaction; or
ii
is not a permissible distribution event under Section 409A of
the IRC and payment of the Award promptly upon such event is not
otherwise permissible under Section 409A of the IRC, then the
Target Award shall be paid to you by the Company (together with
interest thereon pursuant to Section 4(b) below) on the
earliest to occur of:
(1)
any subsequent date on which you are no longer employed by the
Company or any of its Affiliates for any reason other than
termination of your employment by one of such entities for
“Cause” ( provided that if you are determined by
the Company to be a “specified employee” within the
meaning of Section 409A of the IRC, six months from such
date);
(2)
any other date on which such payment or any portion thereof would
be a permissible distribution under Section 409A of the IRC;
or
(3)
the Payment Date.
b.
Upon any Change of Control or Going Private Transaction, to the
extent any amounts are due to be paid to you at a later date
pursuant to Section 4(a)(ii) above, the Company shall
promptly following the Change of Control or Going Private
Transaction set aside such amount for your benefit in a
“rabbi trust” that satisfies the requirements of
Revenue Procedure 92-64, and on a monthly basis shall deposit into
such trust interest in arrears (compounded quarterly at the rate
provided below) until such time as such amount, together with all
accrued interest thereon, is paid to you in full pursuant to
Section 4(a)(ii) above. The initial interest rate shall
be the average of the one-year LIBOR fixed rate equivalent for the
ten business days prior to the date of the Change of Control or
Going Private Transaction and shall adjust annually based on the
average of such rate for the ten business days prior to each
anniversary of the Change of Control or Going Private
Transaction.
For purposes of this Agreement,
“ Change of 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 (i) the power to
direct the
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management of substantially all the
cable television systems then owned by the Company in the
New York City Metropolitan Area (as defined below) or
(ii) after any fiscal year of the Company in which all the
systems referred to in clause (i) above shall 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 or substantially all
its assets. For purposes of this definition, net revenues shall be
determined by the independent accountants of the Company in
accordance with generally accepted accounting principles
consistently applied and certified by such accountants.
For purposes of this Agreement,
“ Going Private Transaction ” means a
transaction involving the purchase of Company securities described
in Rule 13e-3 to the Securities and Exchange Act of
1934.
For purposes of this Agreement,
“ New York City Metropolitan Area ” means all
locations within the following counties: (i) New York,
Richmond, Kings, Queens, Bronx, Nassau, Suffolk, Westchester,
Rockland, Orange, Putnam, Sullivan, Dutchess, and Ulster in
New York State; (ii) Hudson, Bergen, Passaic, Sussex,
Warren, Hunterdon, Somerset, Union, Morris, Middlesex, Mercer,
Monmouth, Essex and Ocean in New Jersey; (iii) Pike in
Pennsylvania; and (iv) Fairfield and New Haven in
Connecticut.
5.
Relationship with Competitive Entities . If (a) you
shall voluntarily terminate your employment such that you are no
longer employed by the Company or one of its Affiliates or your
employment is terminated at any time by the
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