Exhibit
10.49


 


March 2, 2005


 


 


	
  Mr. Thomas
  Rutledge,

  
	
   

  	
  Cablevision
  Systems Corporation,

  
	
   

  	
   

  	
  1111 Stewart
  Avenue,

  
	
   

  	
   

  	
   

  	
  Bethpage, NY
  11714.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Re:

  	
  Amendment to
  Employment Arrangements

  



 


Dear Thomas:


 


This letter amends your employment arrangements with
Cablevision Systems Corporation (the “Company”).


 


1.              Background


 


Congress recently enacted Section 409A
of the Internal Revenue Code of 1986 (“Section 409A”).  Section 409A became effective at the
beginning of this year and would impose an additional tax on some of the
existing benefits and rights to which you could become entitled in connection
with termination of employment unless we amend those entitlements before the
end of this year and implement them in compliance with Section 409A.  The purpose of this letter is to amend these
entitlements to comply and to ensure the Company does not take any actions that
would expose you to the additional tax.


 





















 


2.              General Amendments


 


To the extent you would otherwise be entitled to a
payment during the six months beginning on the date of termination of your
employment that would be subject to the Section 409A additional tax, (i)
the payment will not be made to you and instead will be made to a trust in
compliance with Rev. Proc. 92-64 (the “Rabbi Trust”)
and (ii) the payment, together with any earnings on it, will be paid to you on
the earlier of the six-month anniversary of your date of termination or your
death or disability (within the meaning of Section 409A).  Similarly, to the extent you would otherwise
be entitled to any benefit (other than a payment) during the six months
beginning on termination of your employment that would be subject to the Section 409A
additional tax, the benefit will be delayed and will begin being provided
(together, if applicable, with an adjustment to compensate you for the delay)
on the earlier of the six-month anniversary of your date of termination or your
death or disability (within the meaning of Section 409A).


 


3.              Specific Effect on
Your Employment Agreement


 


Without limiting the generality of this letter, Section 2
of this letter will operate to delay the payments contemplated by items 1 and 4
of the tenth paragraph of your employment letter, dated June 23, 2003,
with the Company (your “Employment Agreement”).


 


In addition, notwithstanding anything to the contrary
in your Employment Agreement and for the avoidance of doubt, after termination
of your employment no stock options, conjunctive rights or awards shall be
exercisable after the end of their regularly scheduled term (as if you had not
terminated).


 


4.              Rabbi Trust


 


The Rabbi Trust will be established pursuant to the
letter agreement, dated March 2, 2005, between the Company and Mr. James
L. Dolan.  However, if the Rabbi Trust
has not been established at the time of your termination of employment, you may
select an institution to serve as the trustee of the Rabbi Trust (so long as
the institution is reasonably acceptable to the Company).  You may negotiate such terms with the trustee
as are customary for such arrangements and reasonably acceptable to the
Company.  The Company will bear all costs
related to the establishment and operation of the Rabbi Trust, including your
attorney’s fees.  It is understood that
the Rabbi Trust may also be used for similar arrangements with other executives
of the Company.


 


5.              Other Actions


 


The Company will not take any action that would expose
any payment or benefit to you to the additional tax of Section 409A, unless (i) the Company is obligated to take the action under
agreement, plan or arrangement to which you are a party, (ii) you request the
action, (iii) the Company advises you in writing that the action may result in
the imposition of the additional tax and (iv) you
subsequently request the action in a writing that acknowledges you will be responsible
for any effect of the action under Section 409A.  The Company will hold you harmless for


 


2





















 


any action it may take in
violation of this paragraph, including any attorney’s fees you may incur in
enforcing your rights.


 


It
is our intention that the benefits
and rights to which you could become entitled in connection with termination of
employment, as amended by this letter, comply with Section 409A.  If you or the Company believes, at any time,
that any of such benefit or right does not comply, it will promptly advise the
other and will negotiate reasonably and in good faith to amend the terms of
such arrangement such that it complies (with the most limited possible economic
effect on you and on the Company).


 


6.              General Provisions.


 


This letter will be governed
by and construed in accordance with the law of the State of New York applicable
to contracts made and to be performed entirely within that State.  Any claim or controversy under this letter
will be an “Employment Matter”, as defined in your Employment Agreement.  This letter may not be amended or
modified other than by a written agreement executed by the parties or their
respective successors and legal representatives.  References
in this letter to any statute or agreement are to the statute or agreement as
amended, modified, supplemented or replaced from time to time (and, in the case
of statutes, include any rules, regulations or guidance promulgated under the
statute); references to any section or paragraph of any statute or
agreement include any successor section or paragraph.  It is the intention that this letter not be
construed more strictly with regard to you or the Company.


 


	
   

  	
  CABLEVISION SYSTEMS
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
  Accepted and agreed:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Thomas Rutledge

  	
   

  
				



 


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