Exhibit 10.3
June 23, 2003
Xxxxxx Xxxxxx
Re: RETIREMENT AGREEMENT
Dear Xxxxxx:
Cablevision Systems Corporation ("CABLEVISION") and CSC Holdings, Inc.
("CSC") are deeply grateful to you for the professional and dedicated service
that you have provided to Cablevision and CSC and their predecessors,
subsidiaries and affiliates (each of such entities, individually and
collectively referred to as the "GROUP").
In recognition of your valuable services and commitment to the Group
over the past 23 years, we would like to provide you with the special benefits
described below. We will provide these benefits if (1) you sign and deliver a
copy of this Agreement to Xxx Xxxxxxx at the address below on or before July 23,
2003 and comply with its terms (including signing an updated release as
described in the "Release" section below) and (2) this Agreement becomes
effective in accordance with the "Revocation" section below. You will have at
least 21 days to consider this offer, but it will become void and have no more
effect if you do not comply with clause (1) in time. We suggest that you review
this entire proposal, including the "Release" provision below, with a lawyer
before you decide whether to accept it.
1. YOUR RETIREMENT
As we have agreed, you shall resign from your positions as a full-time
employee and as Executive Vice President - Communications, Government and Public
Affairs of Cablevision, and from all other positions (including Director,
officer and employee) with any member of the Group as of January 2, 2004 (your
"RETIREMENT DATE") EXCEPT that you will continue as a Director of Cablevision.
Accordingly, you agree to sign a copy of the Memorandum annexed as EXHIBIT A and
deliver the same upon execution of this Agreement. Once this Agreement becomes
effective, your resignation will be irrevocable and no further action is
required for it to become effective.
For the period through your Retirement Date, you shall remain employed
full-time by Cablevision under the same terms and conditions that currently
apply to you.
Your last day of employment will be your Retirement Date. You will no
longer accrue credit toward vacation, pension vesting or any other benefits
after that date.
2. SEVERANCE
In connection with your retirement, Cablevision shall pay you (1) a
severance payment of no less than $2,910,000. In addition, on your Retirement
Date, (1) your Performance Retention Award in the amount of $3,000,000 will
become fully vested
and (2) your outstanding deferred compensation award, which is presently worth
$509,786, will be deemed earned.
All of your all of your restricted shares of Cablevision stock are set
forth on EXHIBIT B (your "RESTRICTED STOCK"). As your Retirement Date, all
restrictions on your Restricted Stock will lapse.
The payments and benefits in this "Severance" section will be made or
be made available to you, as the case may be, within 10 business days after the
later of (1) your Retirement Date, (2) your execution of the Group's standard
severance and related agreements (as modified by the terms of this Agreement)
and (3) the effectiveness of the "Updated Release" referred to in the "Release"
section below. You agree to execute these agreements as soon as practicable
after your Retirement Date. In addition, all payments under this "Severance"
provision will be made less applicable withholding and the loan of $3,000,000
associated with your Performance Retention Award (which will satisfy in full
your obligations under the loan). You agree that, unless the conditions in (1)
through (3) of this paragraph are satisfied, you will not be entitled to any of
the payments or benefits provided in this "Severance" section.
The payments and benefits in this "Severance" section represent a
complete settlement, release and waiver of any claims for allegedly lost wages,
benefits or other compensation, mental, physical or other personal injuries,
pain and suffering, attorneys' fees and costs in connection with any other
relief you may seek or claim you may have against the Group. You hereby confirm
that all monies due to you previously have been paid. You confirm that no other
monies or relief are due to you, other than the payments and benefits provided
for in this Agreement (including the benefits referred to in the "Effect on
Benefits" section below), in consideration of your general release of all claims
that you have, may have or may have had.
3. CONSULTING AGREEMENT
On the later of (1) your Retirement Date, (2) your execution of the
Group's standard severance and related agreements (as modified by the terms of
this Agreement) and (3) the effectiveness of the "Updated Release", you also
will have the right to enter into a consulting agreement with Cablevision in the
form of EXHIBIT C (the "CONSULTING AGREEMENT").
4. EFFECT ON BENEFITS
Your Group-sponsored medical and dental coverage will cease as of the
last day of the month in which your Retirement Date occurs. You and your
eligible dependents may obtain continuation coverage for periods after the last
day of the month in which your Retirement Date occurs pursuant to the federal
COBRA statute by returning an election form and paying the required premiums on
a timely basis. Your Group-sponsored life and long-term disability insurance
coverage will cease as of your Retirement Date. You and your spouse, if
eligible, may continue to receive such coverage by completing a Notice of
Conversion Privilege form and complying with the applicable requirements. These
forms will be provided to you in a separate letter.
The relevant member of the Group will make all contributions to the
Cablevision CHOICE 401(k) Savings Plan, the Cablevision Excess CHOICE Savings
Plan, the Cablevision CHOICE Cash Balance Retirement Plan and the Cablevision
Excess
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CHOICE Cash Balance Plan (collectively, your "RETIREMENT PLANS") with
respect to you for your service rendered through your Retirement Date. Any
vested benefits that you may have accrued under your Retirement Plans will be
payable in accordance with the terms thereof, as explained in the summary plan
descriptions you have previously received. You may obtain additional copies of
these documents from the Corporate Benefits Department.
This Agreement is in full satisfaction of all obligations or
agreements of any member of the Group for: (1) any severance benefits in
connection with the termination of your employment, (2) consideration in
connection with the "Release", the "Non-Compete" and the other agreements set
forth herein, (3) incentives and bonuses, including, without limitation, any
bonuses for which you may be eligible under the Cablevision Management
Performance Incentive Plan, (4) any other compensation, deferred or otherwise,
and (5) any accrued, unused vacation pay, sick pay and personal day pay to which
you may be entitled to under Group policies through your Retirement Date. Except
as set forth in this Agreement, you will not be entitled to any further payments
subsequent to your Retirement Date.
5. RELEASE
By countersigning and delivering the enclosed copy of this letter, and
in consideration of the Group's promises described above, you hereby release and
discharge each entity constituting the Group (including without limitation
Cablevision and CSC), its present and former shareholders, parent corporations,
joint ventures, partners, affiliates, subsidiaries and otherwise related
entities and any and all of its or their incumbent or former officers,
directors, employees, consultants, agents, representatives and assigns from any
and all claims, liabilities, demands or causes of action, known or unknown, that
you have as of the date hereof, ever had, or could have had as of the date
hereof, arising out of or in any way connected with or related to this
Agreement, your employment by the Group or the termination of your employment
(this "RELEASE"). This total and unlimited release includes, but is not limited
to, any claims based on any local, state or federal statute, or other
regulations or laws (including common law): (1) relating to bias, age, sex,
religion, religious creed, citizenship, color, race, ancestry, national origin,
veteran, familial or marital status, sexual orientation or preference, genetic
predisposition or carrier status, physical or mental disability or past or
present history of the same or any other form of discrimination (including,
without limitation, the Age Discrimination in Employment Act of 1967, as amended
("ADEA")), (2) relating to the Worker Adjustment and Retraining Notification Act
("WARN"), (3) for wrongful discharge, harassment or retaliation, (4) relating to
any implied or express contract (whether oral or written), (5) for intentional
or negligent infliction of emotional harm, defamation or any other tort, (6) for
fraud or conversion, (7) in connection with continuation of Group-sponsored
health benefits or conversion of Group-sponsored life insurance, and (8) for
costs, fees or other expenses including attorneys' fees and disbursements. This
Release does not waive or otherwise impair any rights that you may have under
the terms of any employee benefit plan maintained by the Group (but your
severance benefits will be limited to those described in this letter).
You affirm that, to the best of your knowledge, you are not suffering
from any work-related physical or mental impairment and are not suffering from
any work-related injury or disease as of the date hereof.
THE GROUP WILL NOT BE OBLIGATED TO PROVIDE TO MAKE OR PROVIDE, AS THE
CASE MAY BE, THE PAYMENTS AND BENEFITS PROVIDED IN THE "SEVERANCE" SECTION ABOVE
UNLESS YOU SIGN AND DELIVER AN UPDATED RELEASE IN THE FORM OF EXHIBIT D (THE
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"UPDATED RELEASE") AND THE UPDATED RELEASE BECOMES EFFECTIVE IN ACCORDANCE WITH
ITS TERMS.
If this Release or the Updated Release is found to be invalid or
unenforceable in any way, you agree to execute and deliver to the Group a
revised release which will effectuate your intention to release the Group from
any and all claims you had, have or may have, in law or equity, arising out of
this Agreement, your employment by the Group, the termination of that
employment, or any other claim at all.
6. CONFIDENTIALITY
You agree to keep confidential and otherwise refrain from accessing,
discussing, copying, disclosing or otherwise using Confidential Information (as
hereinafter defined) or any information (personal, proprietary or otherwise) you
may have learned about the Covered Individuals (as hereinafter defined) directly
or indirectly as a result of your relationship with Xxxxxxx Xxxxx, Xxxxx Xxxxx,
any member of the extended Xxxxx family or any member of the Group's senior
management team or, to the extent applicable, any of their Board of Directors
(collectively the "COVERED INDIVIDUALS"), whether prior to your employment by
the Group or subsequent to such employment ("OTHER INFORMATION").
As used in this Agreement, "CONFIDENTIAL INFORMATION" is information
of a commercially sensitive, proprietary or personal nature and includes, but is
not limited to, information and documents that the any member of the Group has
designated or treated as confidential. It also includes, but is not limited to,
financial data; customer, guest, vendor or shareholder lists or data;
advertising, business, sales or marketing plans, tactics and strategies;
projects; technical or strategic information about the Group's on-line data,
telephone, internet service provider, cable television, programming (including
sports programming), advertising, retail electronics, PCS, DBS, theatrical,
motion picture exhibition, sports, entertainment or other businesses; plans or
strategies to market or distribute the services or products of such businesses;
economic or commercially sensitive information, policies, practices, procedures
or techniques; trade secrets; merchandising, advertising, marketing or sales
strategies or plans; litigation theories or strategies; terms of agreements with
third parties and third party trade secrets; information about the Group's
employees, players, coaches, agents, teams or rights, compensation (including,
without limitation, bonuses, incentives and commissions), or other human
resources policies, plans and procedures, or any other non-public material or
information relating to the Group's business activities, communications,
ventures or operations.
If disclosed, Confidential Information or Other Information could have
an adverse effect on the Group's standing in the community, its business
reputation, operations or competitive position or the standing, reputation,
operations or competitive position of any of its affiliates, subsidiaries,
officers, directors, employees, teams, players, coaches, consultants, agents or
any of the Covered Individuals.
Notwithstanding the foregoing, the obligations of this section, other
than with respect to subscriber information, shall not apply to Confidential
Information that is already (1) in the public domain, (2) disclosed to you by a
third party with the right to disclose it in good faith; or (3) specifically
exempted by Cablevision in writing from the applicability of this Agreement.
Notwithstanding anything elsewhere in this Agreement, you are
authorized to make any disclosure required of you by any federal, state and
local laws or judicial
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proceedings, after providing Cablevision with prior written notice and an
opportunity to respond prior to such disclosure (unless such notice is
prohibited by law). In addition, this Agreement in no way restricts or prevents
you from providing truthful testimony concerning the Group to judicial,
administrative, regulatory or other governmental authorities.
7. NON-COMPETE
You acknowledge that due to your executive position in the Group and
your knowledge of the Group's confidential and proprietary information, your
employment or affiliation with certain entities would be detrimental to the
Group. You agree that, without the prior written consent of the Cablevision, you
will not represent, become employed by, consult to, advise in any manner or have
any material interest in any business directly or indirectly in any Competitive
Entity (as defined below). A "COMPETITIVE Entity" shall mean (1) any company
that competes with any of the Group's or its affiliates' professional sports
teams in the New York metropolitan area; (2) any company that competes with any
of the Group's cable television, telephone, on-line data or direct broadcast
satellite businesses in the New York greater metropolitan area or that competes
with any of the Group's programming businesses, nationally or regionally; or (3)
any trade or professional association representing any of the companies covered
by this paragraph, other than the National Cable Television Association and any
state cable television association. Ownership of not more than 1% of the
outstanding stock of any publicly traded company shall not be a violation of
this paragraph. This Agreement not to compete will expire one year after your
Retirement Date.
You acknowledge that your breach or threatened breach of this
non-competition provision will cause irreparable harm to the Group for which
monetary damages alone will not provide an adequate remedy. Accordingly, you
agree that if you violate or threaten to violate this provision, the Group, in
addition to any other rights or remedies available to it under this provision,
will be entitled to an injunction to be issued by any court of competent
jurisdiction restraining you from committing or continuing any violation of this
provision. You agree that no bond will need to be posted for the Group to
receive such an injunction and no proof will be required that monetary damages
for violations of this non-competition provision would be difficult to calculate
and that remedies at law would be inadequate. In addition, you acknowledge and
agree that under such circumstances any prior payments made to you hereunder
will be void and you will promptly return all prior payments made to you by any
member of the Group under this Agreement. You also will forfeit any additional
amounts which otherwise would have been payable to you under this Agreement.
8. ADDITIONAL UNDERSTANDINGS
You agree, for yourself and others acting on your behalf, that you
(and they) have not and will not disparage, make negative statements about or
act in any manner which is intended to or does damage to the good will of, or
the business or personal reputations of the Group or any of its incumbent or
former officers, directors, agents, consultants, employees, successors and
assigns or any of the Covered Individuals.
Neither you nor the Group shall issue any press release or public
statement of any kind, or publicize the existence of this contract or the
existence of a business relationship between the parties without the prior
review and approval of the other party (PROVIDED, HOWEVER, that (1) such
restrictions shall not apply if the Group is required under
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applicable law to make any such statements and (2) the parties (and their
employees, representatives, or other agents) may disclose to any and all
persons, without any limitation of any kind, the tax treatment and tax structure
of this Agreement and all materials of any kind (including opinions or other tax
analyses) that are provided to either party relating to such tax treatment and
tax structure).
In addition, you agree that the Group is the owner of all rights,
title and interest in and to all documents, tapes, videos, designs, plans,
formulas, models, processes, computer programs, inventions (whether patentable
or not), schematics, music, lyrics and other technical, business, financial,
advertising, sales, marketing, customer or product development plans, forecasts,
strategies, information and materials (in any medium whatsoever) developed or
prepared by you or with your cooperation during the course of your employment by
the Group (the "MATERIALS"). The Group will have the sole and exclusive
authority to use the Materials in any manner that it deems appropriate, in
perpetuity, without additional payment to you.
9. FURTHER COOPERATION
Following the expiration of the Consulting Agreement (the "CONSULTING
EXPIRATION DATE"), you will no longer provide any regular services to the Group
or represent yourself as an agent of any member of the Group (other than as a
Director of Cablevision, if applicable at that time). If, however, any member of
the Group so requests, you agree to cooperate fully with the Group in connection
with any matter with which you were involved prior to the Consulting Expiration
Date, or in any litigation or administrative proceedings or appeals (including
any preparation therefor) where the Group believes that your personal knowledge,
attendance and participation could be beneficial to the Group. This cooperation
includes, without limitation, participation on behalf of the Group in any
litigation or administrative proceeding brought by any former or existing Group
employees, teams, players, coaches, guests, representatives, agents or vendors.
The Group will provide you with reasonable notice in connection with
any cooperation it requires in accordance with this section. The Group will
reimburse you for any previously approved out-of-pocket expenses you reasonably
incur in connection with the cooperation you provide hereunder as soon as
practicable after you present appropriate documentation evidencing such
expenses. You agree to provide the Group with an estimate of such expense before
you incur the same.
10. COVENANT NOT TO XXX
By countersigning and delivering the enclosed copy of this Agreement,
you represent and warrant that you have not filed any complaints, charges, or
claims for relief against the Group, any of its past or present officers,
directors, employees, consultants or agents or any of the Covered Individuals
arising out of any acts or omissions they allegedly may have committed in
connection with this Agreement, your employment or the termination of such
employment with any local, state or federal court or administrative agency and
have not authorized any other person or entity to assert such a claim on your
behalf. Other than for claims arising under the ADEA, you also agree, to the
fullest extent permitted by law, not to commence, encourage, facilitate or
participate in any action or proceeding for damages, reinstatement, injunctive
or any other type of relief, in any state, federal or local court or before any
administrative agency, relating to this Agreement, the enforceability of any
provision thereof or your employment with the Group or the termination thereof.
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Nothing in this Agreement is intended to prevent you from contacting
the Equal Employment Opportunity Commission (the "COMMISSION"). If you
countersign the enclosed Agreement, however, you will not be able to obtain any
relief or recovery upon any charge filed with the Commission, including costs
and attorneys' fees, except where permissible by law or regulation. You should
also understand that this Agreement does not affect your right to challenge the
validity of this Agreement pursuant to the ADEA.
11. NON-HIRE
You agree not to hire, seek to hire, or cause any person or entity to
hire or seek to hire (without the prior written consent of Cablevision),
directly or indirectly (whether for your own interest or any other person or
entity's interest) any current employee of any member of the Group. This
restriction will expire one year after your Retirement Date.
12. RIGHT TO COUNSEL/VOLUNTARY WAIVER
By countersigning the enclosed copy of this letter, you acknowledge
that (1) the Group has advised you to consult with a lawyer before executing
this Agreement and has provided you with at least 21 days to do so, (2) you have
read this Agreement (including, without limitation, the "Covenant Not to Xxx",
the "Non-Compete" provision, and the "Release" set forth above), (3) you fully
understand the terms of this Agreement, and (4) you have executed this Agreement
voluntarily and without coercion, whether express or implied.
13. REVOCATION
You may revoke this Agreement within seven days after the date on
which you sign it. This Agreement will not be binding or enforceable until that
seven-day period has expired but shall thereupon become effective unless
previously revoked. If you decide to revoke this Agreement, you must notify us
of your revocation in a letter signed by you and received by Xxx Xxxxxxx at the
address below no later than 5:00 p.m. on the seventh day after you signed this
Agreement. A letter of revocation that is not received by the seventh day after
you have signed the Agreement will be invalid and will not revoke this
Agreement.
14. CHOICE OF LAW/FORUM
This Agreement shall be deemed to be made under, and in all respects
shall be interpreted, construed and governed by and in accordance with, the laws
of the State of New York applicable to agreements made and to be performed
entirely within such State.
Both the Group and you hereby irrevocably submit to the jurisdiction
of the courts of the State of New York and the federal courts of the United
States of America located in the State of New York solely in respect of the
interpretation and enforcement of the provisions of this Agreement, and each of
us hereby waives, and agrees not to assert, as a defense that either of us, as
appropriate, is not subject thereto or that the venue thereof may not be
appropriate. We each hereby agree that mailing of process or other papers in
connection with any such action or proceeding in any manner as may be permitted
by law shall be valid and sufficient service thereof.
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15. ADDITIONAL PROVISIONS
If you violate any of the agreements contained in this letter,
including, without limitation, those understandings contained in the paragraphs
labeled "Covenant Not to Xxx", "Confidentiality", "Additional Understandings",
"Further Cooperation", and "Non-Compete" or if the "Release" or "Updated
Release" or any portion thereof is for any reason held invalid or unenforceable
(other than for claims arising under the ADEA), you will immediately return to
the Group all of the benefits paid to you pursuant to this letter subsequent to
your Retirement Date and the Group will have no further obligation to pay you
any additional amounts as set forth in this Agreement. Any termination of this
Agreement or return of benefits shall not affect the Group's rights under this
Agreement or your obligations hereunder regarding the "Release", the "Updated
Release", the "Covenant Not to Xxx", the "Additional Understandings", the
"Further Cooperation", the "Non-Compete", and "Confidentiality" provisions.
Because the purpose of the terms of this Agreement is to avoid any
claims between us, you will be required to pay any legal fees and costs the
Group incurs to defend any claim you may bring (other than a proceeding to
receive unemployment insurance benefits or relating to claims arising under the
ADEA) or to pursue any rights we may have under this Agreement. Notwithstanding
the foregoing, you will not be required to pay the Group's legal fees and costs
associated with any claim you may bring to pursue your rights under this
Agreement, provided that you prevail on the merits of such claim and the court
finally determines that the Group acted unreasonably with respect to compliance
with its obligations under this Agreement. Nothing contained herein will prevent
you from asking the court in any such proceeding to make a finding that the
Group acted unreasonably with respect to compliance with its obligation
hereunder.
By countersigning this letter, you acknowledge that this letter sets
forth the entire agreement of the parties concerning its subject matter, and
supersedes any and all prior agreements and discussions. Any notices given under
this Agreement (1) by any member of the Group to you shall be in writing and
shall be given by hand delivery or by registered or certified mail, return
receipt requested, postage prepaid, addressed to you at your address listed
above or (2) by you to any member of the Group shall be in writing and shall be
given by hand delivery or by registered or certified mail, return receipt
requested, postage prepaid, addressed to Cablevision attention: Xxx Xxxxxxx at
0000 Xxxxxxx Xxxxxx, Xxxxxxxx, Xxx Xxxx 00000. This Agreement may be modified
only by a written instrument signed by you, on the one hand, and for Cablevision
and CSC, on the other hand.
* * *
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We wish you luck in your future undertakings.
Sincerely yours,
Cablevision Systems Corporation
By: /s/ Xxxxx X. Xxxxx
---------------------------
Xxxxx X. Xxxxx
CSC Holdings, Inc.
By: /s/ Xxxxx X. Xxxxx
---------------------------
Xxxxx X. Xxxxx
Accepted and Agreed:
/s/ Xxxxxx Xxxxxx
------------------------
Xxxxxx Xxxxxx
Date: June 24, 2003
--------------
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EXHIBIT A
MEMORANDUM
TO: The Board of Directors of the
Corporations Listed on Attachment 1
FROM: Xxxxxx Xxxxxx
DATE: June 23, 2003
SUBJECT: Retirement
I hereby resign, effective as of January 2, 2004, as an Officer of the
corporations listed on Attachment 1 annexed hereto.
----------
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ATTACHMENT 1
COMPANIES IN WHICH XXXXXX X. XXXXXX IS AN OFFICER
COMPANY/TITLE
0000 XXXXXXX XXXXXX CORPORATION
Executive Vice President, Communications, Government & Public Affairs
0000 X 00XX XXXXXX CORPORATION
Executive Vice President, Communications, Government & Public Affairs
0000 XXXXXXX XXXXXXXX CORP.
Executive Vice President, Communications, Government & Public Affairs
000 XXX XXXXX XXXX CORPORATION
Executive Vice President, Communications, Government & Public Affairs
1111 XXXXXXX CORPORATION
Executive Vice President, Communications, Government & Public Affairs
0000 XXXXX 000 XXXX.
Executive Vice President, Communications, Government & Public Affairs
000 X. XXXXXX XXXXXX CORPORATION
Executive Vice President, Communications, Government & Public Affairs
0000 XXXXXX XXXXXX CORPORATION
Executive Vice President, Communications, Government & Public Affairs
000 XXXXX XXXXXX CORPORATION
Executive Vice President, Communications, Government & Public Affairs
A-R CABLE SERVICES - NY, INC.
Executive Vice President, Communications, Government & Public Affairs
ARSENAL MSUB 2, INC.
Executive Vice President, Communications, Government & Public Affairs
CABLEVISION AREA 9 CORPORATION
Executive Vice President, Communications, Government & Public Affairs
CABLEVISION FAIRFIELD CORPORATION
Executive Vice President, Communications, Government & Public Affairs
CABLEVISION LIGHTPATH - CT, INC.
Executive Vice President, Communications, Government & Public Affairs
CABLEVISION LIGHTPATH - MA, INC.
Executive Vice President, Communications, Government & Public Affairs
CABLEVISION LIGHTPATH - MI, INC.
Executive Vice President, Communications, Government & Public Affairs
CABLEVISION LIGHTPATH - NJ, INC.
Executive Vice President, Communications, Government & Public Affairs
CABLEVISION LIGHTPATH - NY, INC.
Executive Vice President, Communications, Government & Public Affairs
CABLEVISION LIGHTPATH - OH, INC.
Executive Vice President, Communications, Government & Public Affairs
CABLEVISION LIGHTPATH, INC.
Executive Vice President, Communications, Government & Public Affairs
CABLEVISION NYI L.L.C.
Executive Vice President, Communications, Government & Public Affairs
CABLEVISION OF BROOKHAVEN, INC.
Executive Vice President, Communications, Government & Public Affairs
CABLEVISION OF BROOKLINE, INC.
Executive Vice President, Communications, Government & Public Affairs
CABLEVISION OF CLEVELAND G.P., INC.
Executive Vice President, Communications, Government & Public Affairs
CABLEVISION OF CLEVELAND L.P., INC.
Executive Vice President, Communications, Government & Public Affairs
CABLEVISION OF CONNECTICUT CORPORATION
Executive Vice President, Communications, Government & Public Affairs
CABLEVISION OF XXXXXX COUNTY, INC.
Executive Vice President, Communications, Government & Public Affairs
CABLEVISION OF LITCHFIELD, INC.
Executive Vice President, Communications, Government & Public Affairs
CABLEVISION OF MONMOUTH, INC.
Executive Vice President, Communications, Government & Public Affairs
CABLEVISION OF NEW JERSEY, INC.
Executive Vice President, Communications, Government & Public Affairs
CABLEVISION OF OAKLAND, LLC
Executive Vice President, Communications, Government & Public Affairs
CABLEVISION OF PATERSON, LLC
Executive Vice President, Communications, Government & Public Affairs
CABLEVISION OF ROCKLAND/RAMAPO, LLC
Executive Vice President, Communications, Government & Public Affairs
CABLEVISION OF SOUTHERN WESTCHESTER, INC.
Executive Vice President, Communications, Government & Public Affairs
CABLEVISION OF THE MIDWEST HOLDING CO., INC.
Executive Vice President, Communications, Government & Public Affairs
CABLEVISION OF WAPPINGERS FALLS, INC.
Executive Vice President, Communications, Government & Public Affairs
CABLEVISION OF WARWICK, LLC
Executive Vice President, Communications, Government & Public Affairs
CABLEVISION PCS INVESTMENT, INC.
Executive Vice President, Communications, Government & Public Affairs
CABLEVISION PCS MANAGEMENT, INC.
Executive Vice President, Communications, Government & Public Affairs
CABLEVISION REAL ESTATE CORPORATION
Executive Vice President, Communications, Government & Public Affairs
CABLEVISION SYSTEMS BROOKLINE CORPORATION
Executive Vice President, Communications, Government & Public Affairs
CABLEVISION SYSTEMS CORPORATION
Executive Vice President, Communications, Government & Public Affairs
CABLEVISION SYSTEMS DUTCHESS CORPORATION
Executive Vice President, Communications, Government & Public Affairs
CABLEVISION SYSTEMS EAST HAMPTON CORPORATION
Executive Vice President, Communications, Government & Public Affairs
CABLEVISION SYSTEMS GREAT NECK CORPORATION
Executive Vice President, Communications, Government & Public Affairs
CABLEVISION SYSTEMS HUNTINGTON CORPORATION
Executive Vice President, Communications, Government & Public Affairs
CABLEVISION SYSTEMS ISLIP CORPORATION
Executive Vice President, Communications, Government & Public Affairs
CABLEVISION SYSTEMS LONG ISLAND CORPORATION
Executive Vice President, Communications, Government & Public Affairs
CABLEVISION SYSTEMS NEW YORK CITY CORPORATION
Executive Vice President, Communications, Government & Public Affairs
CABLEVISION SYSTEMS SUFFOLK CORPORATION
Executive Vice President, Communications, Government & Public Affairs
CABLEVISION SYSTEMS WESTCHESTER CORPORATION
Executive Vice President, Communications, Government & Public Affairs
CCC FRANKLIN SQUARE CINEMA CORP.
Executive Vice President, Communications, Government & Public Affairs
CCG HOLDINGS, INC.
Executive Vice President, Communications, Government & Public Affairs
COMMUNICATIONS DEVELOPMENT CORPORATION
Executive Vice President, Communications, Government & Public Affairs
CORAM ROUTE 112 CORPORATION
Executive Vice President, Communications, Government & Public Affairs
CSC ACQUISITION - MA, INC.
Executive Vice President, Communications, Government & Public Affairs
CSC ACQUISITION - NY, INC.
Executive Vice President, Communications, Government & Public Affairs
CSC ACQUISITION CORPORATION
Executive Vice President, Communications, Government & Public Affairs
CSC AT HOME HOLDING CORPORATION
Executive Vice President, Communications, Government & Public Affairs
CSC CHARTER HOLDINGS I, INC.
Executive Vice President, Communications, Government & Public Affairs
CSC CHARTER HOLDINGS II, INC.
Executive Vice President, Communications, Government & Public Affairs
CSC CHARTER HOLDINGS III, INC.
Executive Vice President, Communications, Government & Public Affairs
CSC GATEWAY CORPORATION
Executive Vice President, Communications, Government & Public Affairs
CSC HOLDINGS, INC.
Director
Executive Vice President, Communications, Government & Public Affairs
CSC INVESTMENTS INC.
Executive Vice President, Communications, Government & Public Affairs
CSC METRO CINEMA LLC
Executive Vice President, Communications, Government & Public Affairs
CSC NASSAU, INC.
Executive Vice President, Communications, Government & Public Affairs
CSC OHIO HOLDINGS I, INC.
Executive Vice President, Communications, Government & Public Affairs
CSC OHIO HOLDINGS II, INC.
Executive Vice President, Communications, Government & Public Affairs
CSC OHIO HOLDINGS III, INC.
Executive Vice President, Communications, Government & Public Affairs
CSC T HOLDINGS I, INC.
Executive Vice President, Communications, Government & Public Affairs
CSC T HOLDINGS II, INC.
Executive Vice President, Communications, Government & Public Affairs
CSC T HOLDINGS III, INC.
Executive Vice President, Communications, Government & Public Affairs
CSC T HOLDINGS IV, INC.
Executive Vice President, Communications, Government & Public Affairs
CSC T HOLDINGS V, INC.
Executive Vice President, Communications, Government & Public Affairs
CSC T HOLDINGS VI, INC.
Executive Vice President, Communications, Government & Public Affairs
CSC T HOLDINGS, INC.
Executive Vice President, Communications, Government & Public Affairs
CSC TECHNOLOGY, INC.
Executive Vice President, Communications, Government & Public Affairs
CSC TKR I, INC.
Executive Vice President, Communications, Government & Public Affairs
CSC TKR, INC.
Executive Vice President, Communications, Government & Public Affairs
CSC TRANSPORT II, INC.
Executive Vice President, Communications, Government & Public Affairs
CSC TRANSPORT III, INC.
Executive Vice President, Communications, Government & Public Affairs
CSC TRANSPORT IV, INC.
Executive Vice President, Communications, Government & Public Affairs
CSC TRANSPORT V, INC.
Executive Vice President, Communications, Government & Public Affairs
CSC TRANSPORT, INC.
Executive Vice President, Communications, Government & Public Affairs
XXXXXXX ROAD CORPORATION
Executive Vice President, Communications, Government & Public Affairs
KNOLLWOOD DEVELOPMENT CORP.
Executive Vice President, Communications, Government & Public Affairs
PETRA CABLEVISION CORP.
Executive Vice President, Communications, Government & Public Affairs
RMH GE HOLDINGS I, INC.
Executive Vice President, Communications, Government & Public Affairs
RMH GE HOLDINGS II, INC.
Executive Vice President, Communications, Government & Public Affairs
RMH GE HOLDINGS III, INC.
Executive Vice President, Communications, Government & Public Affairs
SAMSON CABLEVISION CORP.
Executive Vice President, Communications, Government & Public Affairs
SUFFOLK CABLE CORPORATION
Executive Vice President, Communications, Government & Public Affairs
SUFFOLK CABLE OF SHELTER ISLAND, INC.
Executive Vice President, Communications, Government & Public Affairs
SUFFOLK CABLE OF SMITHTOWN, INC.
Executive Vice President, Communications, Government & Public Affairs
TELERAMA, INC.
Executive Vice President, Communications, Government & Public Affairs
EXHIBIT C
As of January 3, 2004
Xxxxxx Xxxxxx
Re: CONSULTING AGREEMENT
Dear Xxxxxx:
This letter, when signed by Cablevision Systems Corporation (referred to
herein as "CABLEVISION") and you, will constitute your consulting agreement with
Cablevision (this "AGREEMENT").
1. PURPOSE OF ENGAGEMENT
(a) The "SERVICES" you agree to perform are set forth on EXHIBIT 1.
(b) You agree to perform the Services faithfully and diligently for
the Group as set forth in this Agreement. The term the "GROUP"
means Cablevision, CSC Holdings, Inc. ("CSC"), their
predecessors, subsidiaries and affiliated companies.
2. TERM
(a) This Agreement will commence January 3, 2004 and will continue
for a three-year period thereafter unless it is sooner terminated
or renewed, each as provided herein (the "TERM"). However, if
your retirement agreement, dated June 23, 2003, among
Cablevision, CSC and you (your "RETIREMENT AGREEMENT") or the
Updated Release referred to in your Retirement Agreement does not
become effective in accordance with its terms, this Agreement
will become void and will have no further force and effect. You
acknowledge and agree that under such circumstances any prior
payments made to you hereunder will be void and you will promptly
return all prior payments made to you by any member of the Group
under this Agreement.
(b) Cablevision is under no obligation to continue this engagement
beyond the period set forth above. Additionally, Cablevision may
terminate this Agreement and the Term before its scheduled
expiration if you are absent from your responsibilities under
this Agreement as a result of incapacity due to mental or
physical illness or injury for a period of 60 or more days during
any year.
(c) This Agreement and the Term shall automatically terminate on your
death.
3. YOUR CONSULTING FEES
(a) On the 15th day of each month during the Term, Cablevision shall
pay you one-twelfth of $456,000 (the "MINIMUM AMOUNT"). In
addition, for any month in which the Group requests that you
provide services for more than ten days and you agree to provide
such services, Cablevision shall pay you at the rate of $3800 per
day for each additional day or part.
(b) Cablevision will promptly reimburse you for your actual
out-of-pocket expenses as reasonably incurred by you in
connection with your performance of the Services, including
reasonable travel approved, in advance, by Cablevision.
(c) You agree to deliver, on a monthly basis to a contact designated
by Cablevision, invoices detailing any Services provided
hereunder and appropriate out-of-pocket expenses. You agree that
each invoice will provide reasonable supporting detail for the
days on which Services were performed, the hours worked, and
other suitable detail concerning authorized expenses. Cablevision
will pay approved invoices within 30 days of receipt.
(d) You agree to abide by all of the Group's travel and entertainment
policies, including, without limitation, the use of the Group's
designated travel agency for all airline travel and other travel
arrangements, whenever possible. Notwithstanding the foregoing,
you shall be permitted to take first class air travel.
(e) Your contingent award under Cablevision's Long Term Incentive
Plan will continue during the Term notwithstanding that your
employment with Group has terminated. Under this award, if
Cablevision achieves a full year of free cash flow in 2003, you
will receive a cash payment of $432,000 in early 2004. If
Cablevision achieves a full calendar year of free cash flow
subsequent to 2003, you will receive a cash payment of $504,000
early in the following year. The details of this award, and the
applicable conditions, will be sent to you in a separate award
letter and will continue to apply EXCEPT that, solely for
purposes of this contingent award, you will be deemed to be
continuing as an employee of the Group during the Term. You shall
receive payment of this award whenever it becomes payable to
other eligible employees.
4. CONFIDENTIALITY
(a) You agree to keep confidential and otherwise refrain from
accessing, discussing, copying, disclosing or otherwise using
Confidential Information (as hereinafter defined) or any
information (personal, proprietary or otherwise) you may have
learned about the Covered Individuals (as hereinafter defined)
directly or indirectly as a result of your relationship with
Xxxxxxx Xxxxx, Xxxxx Xxxxx, any member of the extended Xxxxx
family or any member of the Group's senior management team or
Board of Directors (collectively the "COVERED
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INDIVIDUALS"), whether prior to your services under this
Agreement or subsequent to such service ("OTHER INFORMATION").
(b) As used in this Agreement, "CONFIDENTIAL INFORMATION" is
information of a commercially sensitive, proprietary or personal
nature and includes, but is not limited to, information and
documents that any member of the Group has designated or treated
as confidential. It also includes, but is not limited to,
financial data; customer, guest, vendor or shareholder lists or
data; advertising, business, sales or marketing plans, tactics
and strategies; projects; technical or strategic information
about the Group's on-line data, telephone, internet service
provider, cable television, programming (including sports
programming), advertising, retail electronics, PCS, DBS,
theatrical, motion picture exhibition, sports, entertainment or
other businesses; plans or strategies to market or distribute the
services or products of such businesses; economic or commercially
sensitive information, policies, practices, procedures or
techniques; trade secrets; merchandising, advertising, marketing
or sales strategies or plans; litigation theories or strategies;
terms of agreements with third parties and third party trade
secrets; information about the Group's employees, players,
coaches, agents, teams or rights, compensation (including,
without limitation, bonuses, incentives and commissions), or
other human resources policies, plans and procedures, or any
other non-public material or information relating to the Group's
business activities, communications, ventures or operations.
(c) If disclosed, Confidential Information or Other Information could
have an adverse effect on the Group's standing in the community,
its business reputation, operations or competitive position or
the standing, reputation, operations or competitive position of
any of its affiliates, subsidiaries, officers, directors,
employees, teams, players, coaches, consultants, agents or any of
the Covered Individuals.
(d) You agree to protect the Confidential Information and Other
Information now and into the future and not to use, disclose or
access the Confidential Information or Other Information except
in furtherance of the Group's business. In addition, you agree
not to make copies of the written versions of Confidential
Information or Other Information and not to discuss with, or
disclose to, any third party Confidential Information or Other
Information without the prior written consent of Cablevision. You
further represent that all Confidential Information and Other
Information provided to you will remain confidential.
(e) On termination of this Agreement, you will return to the Group
all Confidential Information and Other Information within your
possession and will not solicit, disclose or access any
Confidential Information or Other Information from the Group or
any of its employees or agents except in the furtherance of any
services you may provide to the Group at the Group's written
request. The obligations of confidentiality set forth in this
Section 4 will survive the termination of this Agreement.
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(f) Notwithstanding the foregoing, the obligations of this Section 4,
other than with respect to subscriber information, shall not
apply to Confidential Information that is already (1) in the
public domain, (2) disclosed to you by a third party with the
right to disclose it in good faith, or (3) specifically exempted
in writing by Cablevision from the applicability of this
Agreement.
(g) Notwithstanding anything elsewhere in this Agreement, you are
authorized to make any disclosure required of you by any judicial
proceedings or any federal, state and local laws or regulations,
after providing Cablevision with prior written notice and an
opportunity to respond prior to such disclosure (unless such
notice is prohibited by law).
5. OWNERSHIP OF MATERIALS
The parties agree that the Group is the owner of all rights, title and
interest in and to all documents, tapes, videos, programming, designs,
scripts, plans, formulas, models, processes, computer programs,
inventions (whether patentable or not), schematics, music, lyrics and
other technical, business, financial, advertising, sales, marketing,
customer or product development plans, forecasts, strategies, customer
lists, travel and other information and materials (in any media
whatsoever) developed or prepared by you or with your cooperation
during the course of your retention hereunder (the "MATERIALS"). The
Group will have the sole and exclusive authority to use the Materials
in any manner that it deems appropriate, in perpetuity, without
additional payment to you.
6. INDEPENDENT CONTRACTOR
You agree that you are performing the Services as an independent
contractor and not as an employee of any member of the Group. You
shall be responsible for all taxes and other non-reimbursable expenses
attributable to the rendition of Services, and you shall indemnify,
hold harmless and defend the Group, its incumbent or former officers,
directors, consultants, employees, successors and assigns, from any
and all claims, liabilities, damages, taxes, fines or penalties sought
or recovered by any governmental entity, including, but not limited
to, the Internal Revenue Service or any state taxing authority,
arising out of your alleged failure to pay federal, state or local
taxes during the Term of this Agreement. Nothing in this Agreement
shall be deemed to constitute a partnership or joint venture between
any member of the Group and you nor shall anything in this Agreement
be deemed to constitute the Group or you as the agent of the other.
Neither you nor the Group shall be or become liable to or bound by any
representation, act or omission whatsoever of the other. Under no
circumstances shall you be entitled to participate in any of the
benefit plans that the Group may offer to its own employees from time
to time.
7. REPRESENTATIONS AND WARRANTIES
You represent and warrant to the Group that:
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(a) You shall comply with all federal, state and local laws,
regulations, rules, ordinances and orders of any kind which are
applicable to your performance of the Services hereunder;
(b) Your performance of the Services called for by this Agreement
does not and will not violate any applicable law, rule, or
regulation;
(c) You do not know of any developed programs, systems, data,
computer documentation or other material whatsoever, granted or
conveyed to the Group under Section 5 hereof;
(d) You have the full legal right to enter into this Agreement and to
fully perform the Services and fulfill your obligations
hereunder; and
(e) While performing the Services hereunder, you will act in a
professional manner and observe all aspects of appropriate
professional and ethical workplace behavior.
8. NON-COMPETITION
(a) Without Cablevision's written consent, you agree not to, directly
or indirectly, represent, become employed by, consult to, or
advise in any manner or have any material interest in any
Competitive Entity for the duration of the Term. A "COMPETITIVE
ENTITY" shall mean (1) any company that competes with any of the
Group's or its affiliates' professional sports teams in the New
York metropolitan area; (2) any company that competes with any of
the Group's cable television, telephone or on-line data
businesses in the New York greater metropolitan area or that
competes with any of the Group's programming businesses,
nationally or regionally; or (3) any trade or professional
association representing any of the companies covered by this
paragraph, other than the National Cable Television Association
and any state cable television association. Ownership of not more
than 1% of the outstanding stock of any publicly traded company
shall not be a violation of this paragraph.
(b) If you violate this provision, Cablevision may immediately
terminate this Agreement and you acknowledge and agree that under
such circumstances any prior payments made to you hereunder will
be void and you will promptly return all prior payments made to
you by any member of the Group under this Agreement.
9. NON-HIRE
You agree not to hire, seek to hire, or cause any person or entity to
hire or seek to hire (without the prior written consent of Cablevision
and MSG), directly or indirectly (whether for your own interest or any
other person or entity's interest) any current employee of any member
of the Group. This restriction will expire one year after the
effective date of this Agreement.
10. RENEWAL AND TERMINATION
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(a) This Agreement may be renewed from time to time if agreed in
writing by Cablevision and you.
(b) Cablevision may terminate this Agreement and the Term before its
scheduled expiration by written notice to you if you are in
breach of this Agreement.
(c) Upon termination or expiration of this Agreement without renewal,
you agree to return all of the Group's property, including,
without limitation, office keys, identification cards, access,
press and other passes, and all documents, files, equipment,
computers, laptops, telephones, cell phones, beepers, pagers,
palm pilots or similar devices, fax machines, credit cards,
computer software, diskettes and access materials and other
property prepared by, for or belonging to the Group and not to
make or retain any copies, duplicates, reproductions or excerpts
of these materials and agree not to access, utilize or affect in
any manner, any of the Group's property, including, without
limitation, its electronic communications systems or any
information contained therein.
11. MISCELLANEOUS
(a) You agree that any and all contracts, correspondence, books,
accounts and other sources of information relating to the Group's
accounts shall be available for inspection at your office by the
Group's authorized representative during ordinary business hours
upon reasonable notice to you.
(b) Neither party shall assign, transfer or subcontract this
Agreement or any of its obligations hereunder without the other
party's express, prior written consent. Notwithstanding the
foregoing, Cablevision may assign this Agreement to any member of
the Group, to an entity under the Group's operation, management
or control or to a purchaser of all, or substantially all, of
Cablevision's assets.
(c) Neither you nor the Group shall issue any press release or public
statement of any kind, or publicize the existence of this
contract or the existence of a business relationship between the
parties without the prior review and approval of the other party
(PROVIDED, HOWEVER, that (1) such restrictions shall not apply if
the Group is required under applicable law to make any such
statements and (2) the parties (and their employees,
representatives, or other agents) may disclose to any and all
persons, without any limitation of any kind, the tax treatment
and tax structure of this Agreement and all materials of any kind
(including opinions or other tax analyses) that are provided to
either party relating to such tax treatment and tax structure).
(d) This Agreement shall be deemed to be made under, and in all
respects shall be interpreted, construed and governed by and in
accordance with, the laws of the State of New York applicable to
agreements made and to be performed entirely within such State.
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(e) You acknowledge that your Services under this Agreement are of a
specific, unique and extraordinary character and that your breach
or threatened breach of the "Confidentiality" provisions set
forth in Section 4, the "Ownership of Materials" provisions set
forth in Section 5, the "Non-Competition" provisions set forth in
Section 8 and the "Non-Hire" provisions set forth in Section 9
will cause irreparable injury to the Group for which monetary
damages alone will not provide an adequate remedy. Accordingly,
in addition to any rights or remedies the Group may have
available to it under this Agreement or otherwise, it also shall
be entitled to an injunction to be issued by any court of
competent jurisdiction, restraining you from committing or
continuing any violation of this Agreement. You agree that no
bond will need to be posted for the Group to receive such an
injunction and no proof will be required that monetary damages
for violations of this non-competition provision would be
difficult to calculate and that remedies at law would be
inadequate. In addition, you acknowledge and agree that under
such circumstances any prior payments made to you hereunder will
be void and you will promptly return all prior payments made to
you by any member of the Group under this Agreement. You also
will forfeit any additional amounts which otherwise would have
been payable to you under this Agreement. The provisions of
Sections 4 ("Confidentiality"), 5 ("Ownership of Materials"), 8
("Non Competition") and 9 ("Non-Hire") hereof will survive the
termination of this Agreement.
(f) Other than your Retirement Agreement and the Updated Release,
this Agreement and Exhibit 1 constitute the entire agreement of
the parties hereto and supersede all prior and contemporaneous
representations, proposals, discussions, and communications,
whether oral or in writing. This Agreement may be modified only
in a writing signed by you and Cablevision.
(g) Any notices given under this Agreement (1) by any member of the
Group to you shall be in writing and shall be given by hand
delivery or by registered or certified mail, return receipt
requested, postage prepaid, addressed to you at your address
listed above or (2) by you to any member of the Group shall be in
writing and shall be given by hand delivery or by registered or
certified mail, return receipt requested, postage prepaid,
addressed to Cablevision attention: Xxx Xxxxxxx at 0000 Xxxxxxx
Xxxxxx, Xxxxxxxx, Xxx Xxxx.
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If the foregoing Consulting Agreement is acceptable to you, please execute
and return the copy of this Agreement which is enclosed for your convenience. We
look forward to working with you.
Very truly yours,
Cablevision Systems Corporation
By: /s/ Xxxxx X. Xxxxx
----------------------------
Xxxxx X. Xxxxx
Accepted and Agreed:
/s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx
Date: June 24, 2003
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EXHIBIT 1
The following will constitute the Services to be performed:
1. To be available no less than ten days during each month of the Term of this
Agreement to provide advice and counsel to the Group as may be requested.
2. Cooperate fully with the Group in connection with any matter with which you
were involved, either before or after the date of this Agreement, or in any
litigation or administrative proceedings or appeals (including any
preparation therefor) where the Group believes that your personal
knowledge, attendance and participation could be beneficial to the Group.
This cooperation includes, without limitation, participation on behalf of
the Group in any litigation or administrative proceeding brought by any
former or existing Group employees, teams, players, coaches, guests,
representatives, agents or vendors.
3. Cooperate with the Group by providing any documents or reports requested by
the Group in connection with this Agreement (or otherwise) or arising out
of any requests by governmental entities including, without limitation, the
Internal Revenue Service.
4. Perform such other services as the parties may mutually agree upon from
time to time during the term of this Agreement.
EXHIBIT D
XXXXXX XXXXXX
I, Xxxxxx Xxxxxx, am entering into this release (this "UPDATED
RELEASE") pursuant to, and in consideration of, my retirement agreement, dated
June 23, 2003, with Cablevision Systems Corporation and CSC Holdings, Inc. (my
"RETIREMENT AGREEMENT"), and other good and valuable consideration.
I hereby release and discharge Cablevision Systems Corporation and CSC
Holdings, Inc. and their predecessors, subsidiaries and affiliates (each of such
entities, individually and collectively referred to as the "GROUP"), and each of
their present and former shareholders, parent corporations, joint ventures,
partners, affiliates, subsidiaries and otherwise related entities and any and
all of its or the incumbent or former officers, directors, employees,
consultants, agents, representatives and assigns, from any and all claims,
liabilities, demands or causes of action, known or unknown, that I have as of
the date of this Updated Release, ever had, or could have had as of such date,
arising out of or in any way connected with or relating to my Retirement
Agreement, my employment by the Group, the termination of my employment, or my
rights as a present or former holder of any securities of the Group. This total
and unlimited release includes, but is not limited to, any claims based on any
local, state or federal statute, or other regulations or laws (including common
law): (1) relating to bias, age, sex, religion, religious creed, citizenship,
color, race, ancestry, national origin, veteran, familial or marital status,
sexual orientation or preference, genetic predisposition or carrier status,
physical or mental disability or past or present history of the same or any
other form of discrimination (including, without limitation, the Age
Discrimination in Employment Act of 1967, as amended ("ADEA")), (2) relating to
the Worker Adjustment and Retraining Notification Act ("WARN"), (3) for wrongful
discharge, harassment or retaliation, (4) relating to any implied or express
contract (whether oral or written), (5) for intentional or negligent infliction
of emotional harm, defamation or any other tort, (6) for fraud or conversion,
(7) in connection with continuation of Group-sponsored health benefits or
conversion of Group-sponsored life insurance, and (8) for costs, fees or other
expenses including attorneys' fees and disbursements. This release does not,
however, waive or impair (x) any rights I may have under the terms of any
employee benefit plan maintained by the Group (but my severance benefits will be
limited to those described in the Retirement Agreement), (y) any rights I may
have for indemnification as a former director, officer and employee of the
Group, (z) any rights I may have with respect to the Group's obligations set
forth on EXHIBIT B to the Retirement Agreement, and (z) any rights I may have
under the Retirement Agreement (all such excluded rights hereunder referred to
as "UNRELEASED RIGHTS").
If this Updated Release is found to be invalid or unenforceable in any
way, I agree to execute and deliver to the Group a revised release which will
effectuate my intention to release the Group from any and all claims I had, have
or may have, in law or equity, as of the date hereof, arising out of the Letter
Agreement, my employment by the Group, the termination of that employment, or
any other claim at all as of the date hereof (other than the Unreleased Rights).
I affirm that, to the best of my knowledge, I am not suffering from
any work-related physical or mental impairment and am not suffering from any
work-related injury or disease as of the date hereof.
I acknowledge that the Group has advised me to consult with a lawyer
before executing this Updated Release and has provided me with at least 21 days
to do so; I have read this Updated Release; I fully understand the terms of this
Updated Release; and I have executed this Updated Release voluntarily and
without coercion, whether express or implied.
I understand that I may revoke this Updated Release (thereby breaching
my obligation under the Retirement Agreement) within seven days after the date
on which I sign it. This Updated Release will not be binding or enforceable
until that seven-day period has expired but shall thereupon become effective
unless previously revoked. If I decide to revoke this Updated Release, I must
notify the Group of my revocation in a letter signed by me and received by the
Group to the attention of Xxx Xxxxxxx at 0000 Xxxxxxx Xxxxxx, Xxxxxxxx, XX
00000-0000 no later than 5:00 p.m. on the seventh day after I signed this
Agreement. A letter of revocation that is not received by the seventh day after
I have signed this Updated Release will be invalid and will not revoke this
Updated Release.
Dated: June 24, 2003
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/s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx
