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PERFORMANCE AWARD AGREEMENT

Performance Unit Award Agreement

PERFORMANCE AWARD AGREEMENT | Document Parties: CSC HOLDINGS INC | Cablevision Systems Corporation You are currently viewing:
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CSC HOLDINGS INC | Cablevision Systems Corporation

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Title: PERFORMANCE AWARD AGREEMENT
Governing Law: New York     Date: 5/10/2006

PERFORMANCE AWARD AGREEMENT, Parties: csc holdings inc , cablevision systems corporation
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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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