EXHIBIT 10.24


 


CABLEVISION SYSTEMS CORPORATION


Executive Performance Incentive Plan


 


1. Purposes. The purpose of the Cablevision Systems Corporation
Executive Performance Incentive Plan is to advance the interests of the Company
and its shareholders by providing incentive compensation opportunities that
will serve to attract, retain, motivate and reward key executives. Rewards
under the Plan will be based on performance achievement relative to
preestablished goals and objectives, thereby motivating participants to meet
and exceed such goals and objectives.


 


2. Definitions.
When used in this Plan, unless the context otherwise requires:


 


(a)           “Board of Directors” shall mean the Board of Directors of
the Company.


 


(b)           “Committee” shall mean the Compensation Committee of the
Board of Directors, as described in

Section 3.


 


(c)           “Company” shall mean Cablevision Systems Corporation, a
Delaware corporation.


 


(d)           “Covered Employee” means, for any Plan Year, the Company’s
Chief Executive Officer (or an individual acting in such capacity), any
executive of the Company or its subsidiaries who, in the discretion of the
Committee for purposes of determining those employees who are “covered
employees” under Section 162(m) of the Internal Revenue Code, is likely to be
among the four other highest compensated officers of the Company for such Plan
Year and any other executive of the Company or its subsidiaries designated by
the Committee in its discretion.


 


(e)           “Earned Incentive Award” shall mean the annual incentive
compensation deemed to have been earned (and, therefore, payable) at or after
the end of the Plan Year on the basis of actual performance relative to the
applicable Performance Criteria.


 


(f)            “Internal Revenue Code” shall mean the Internal Revenue
Code of 1986, as amended.


 


(g)           “Participant” shall mean a key executive of the Company
who is selected by the Committee to be eligible to receive an award of annual
incentive compensation under the Plan.


 


(h)           “Performance Criteria” shall mean a goal or goals
established by the Committee and measured over the Plan Year, such goal(s) to
constitute a requirement that must be met prior to the payment, of any award of
incentive


 

















 


compensation under the Plan. The
Performance Criteria to be used in determining awards of annual incentive
compensation shall include one or more of the following: (i) earnings per
share, (ii) total return to shareholders, (iii) return on investment,
(iv) operating income or net income, (v) costs, (vi) results relative
to budget, (vii) cash flow, (viii) cash flow margin, (ix) cash flow
per subscriber, (x) revenues, (xi) revenues per subscriber, (xii)
subscriber growth, (xiii) results relative to quantitative customer service
standards, (xiv) results relative to quantitative customer satisfaction
standards , (xv) market share, (xvi) a specified increase in the publicly
traded price of the Company’s Class A common stock, (xvii) a specified
increase in the private market value of the Company, or (xviii) earnings before
interest, taxes, depreciation and amortization (EBITDA). Performance measures
may be relative to the Company or a subsidiary or a subdivision or other
business unit of either, may be based on actual performance relative to budget
or plan, or may be indexed to the performance of other companies.


 


(i)            “Plan” shall mean the Cablevision Systems Corporation
Executive Performance Incentive Plan.


 


(j)            “Plan Year” shall mean the Company’s fiscal year.


 


(k)           “Target Award” shall mean the percentage of a Participant’s
annual salary (or the equivalent dollar amount) established by the Committee
pursuant to Section 4.


 


3. Administration.
The Plan shall be administered by the Compensation Committee (or a subcommittee
thereof), which shall consist of at least two members of the Board of Directors
each of whom shall be an “outside director” within the meaning of Section
162(m) of the Internal Revenue Code.


 


The Committee shall have full
authority, subject to the terms of the Plan, to select the individuals who
shall be eligible for awards of incentive compensation under the Plan, to
determine the Performance Criteria which will govern the earn-out of incentive
compensation awards, to determine whether such Performance Criteria have been
achieved and to set any other terms or conditions associated with incentive
compensation awards. The Committee also shall have the authority to establish
such rules and regulations, not inconsistent with the provisions of the
Plan, for the proper administration of the Plan and to make such determinations
and interpretations under and in connection with the Plan as it deems necessary
or advisable. The Plan, and all such rules, regulations, determinations and
interpretations, shall be binding and conclusive upon the Company, its
shareholders and all Participants, and upon their respective legal
representatives, heirs, beneficiaries, successors and assigns and upon all
other persons claiming under or through any of them.


 


4. Eligibility
and Target Awards. Key executives of the Company and its
subsidiaries who are Covered Employees, as determined annually by the Committee
within 90 days after the beginning of each Plan Year, shall be eligible to
receive awards of


 

















 


incentive compensation under the
Plan. Target Awards shall be assigned by the Committee in conjunction with its
determinations on eligibility. Target Awards may range from 10 percent of
salary to 150 percent of salary.


 


5. Earned
Incentive Awards. Within 90 days after the beginning of each Plan
Year the Committee shall, in its sole discretion, establish Performance
Criteria which will govern the Earned Incentive Awards for such Plan Year. The
maximum Earned Incentive Award shall be equal to two times a Participants
Target Award. The Committee may, in its discretion, reduce or eliminate the
amount otherwise payable under an Earned Incentive Award as the Committee may
deem appropriate. In no event shall any Participant receive an annual payment
under any Earned Incentive Award in an amount exceeding $5 million.


 


6. Payment of
Earned Incentive Awards. Earned Incentive Awards shall be payable in
cash as soon as practicable following the end of the Plan Year and the
determination by the Committee of the amount thereof. The Committee may, in its
discretion, permit Participants to elect to defer payment of all or part of
their Earned Incentive Awards.


 


7. No Right to
Continued Employment. Nothing contained herein or in any Target
Award or Earned Incentive Award shall be construed to confer on any executive
any right to continue in the employ of the Company or any subsidiary or
derogate from the right of the Company or any subsidiary to retire, request the
resignation of, or discharge such executive at any time, with or without cause.


 


8. Withholding.
If the Company or a subsidiary shall be required to withhold any amount by
reason of any federal, state or local tax laws, rules or regulations in
respect of the payment of an Earned Incentive Award, the Company or a
subsidiary shall be entitled to deduct or withhold such amounts from any cash
payments to be made to the holder.


 


9. Non-transferability
of Awards. No Target Award or Earned Incentive Award shall be
assignable or transferable except by will or the laws of descent and
distribution, and except to the extent required by law, no right or interest of
any Participant shall be subject to any lien, obligation or liability of the
Participant.


 


10. Administration
and Amendment of the Plan. The Board of Directors or the Committee
may discontinue the Plan at any time and from time to time may amend or revise
the terms of the Plan, as permitted by applicable law.


 


11. Effective
Date. This Plan shall become effective upon its adoption by the
Board of Directors and shall be submitted to the shareholders of the Company
for their approval. In the event that the Plan is not approved by shareholders
within 12 months of its adoption by the Board of Directors, the Plan and any
Target Awards or Earned Incentive Awards hereunder shall become null and void,
notwithstanding any other provisions of the Plan to the contrary.


 


12. Final Issuance Date.
No awards of annual incentive compensation shall be made under this Plan after
December 31, 2007.