Exhibit 10.1


 


May 21, 2010


 


Mr. Michael
Huseby


3
Windham Court


Muttontown,
NY 11545


 


Dear
Mike:


 


This
letter will confirm the terms of your continued employment by Cablevision
Systems Corporation (the “Company”).


 


Your
title continues to be Executive Vice President and Chief Financial Officer and
you continue to report to the Chief Executive Officer.  You agree to devote substantially all of your
business time and attention to the business and affairs of the Company.


 


Your
annual base salary will be a minimum of $1,020,000, subject to review and
potential increase by the Company in its sole discretion.  You will
also be eligible to participate in our discretionary annual bonus program with
an annual target bonus opportunity equal to 90% of salary.  Bonus payments are based on actual salary
dollars paid during the year and depend on a number of factors including
Company, unit and individual performance. 
However, the decision of whether or not to pay a bonus, and the amount
of that bonus, if any, is made by the Company in its sole discretion.  Bonuses are typically paid early in the
subsequent calendar year.  In
order to receive a bonus, you must be employed by the Company at the time
bonuses are being paid.  Your annual base
salary and annual bonus target (as each may be increased from time to time in
the Company’s sole discretion) will not be reduced during the term of this
letter.


 


You
will also be eligible to participate in such equity and other long-term
incentive programs that are made available
to similarly situated executives at the Company.  Any such awards would be subject to actual
grant to you by the Compensation Committee of the Board of Directors of the
Company in its sole discretion, would be pursuant to the applicable plan
document and would be subject to terms and conditions established by the
Compensation Committee in its sole discretion that would be detailed in
separate agreements you would receive after any award is actually made.


 


You
will also remain eligible for our standard benefits programs at the levels that
are made available to similarly situated executives at the Company.  Participation in our benefits programs is
subject to meeting the relevant eligibility requirements, payment of the
required premiums and the terms of the plans themselves.


 

















 


If
your employment with the Company is terminated prior to October 16, 2012 (i) by
the Company (other than for “Cause”) or (ii) by you for “Good Reason”
(other than if “Cause” then exists) then, subject to your execution and the
effectiveness of a severance agreement to the Company’s satisfaction
(including, without limitation, non-compete (limited to one year),
non-disparagement, non-solicitation, confidentiality, and further cooperation
obligations and restrictions on you as well as a general release by you of the
Company and its affiliates), the Company will provide you with the following:


 


(1)                                  Severance in an
amount to be determined by the Company (the “Severance Amount”), but in no
event less than two (2) times the sum of your annual base salary and your
annual target bonus as in effect at the time your employment terminates.  Sixty percent (60%) of the Severance Amount will be payable to you on the six-month
anniversary of the date your employment so terminates (the “Termination Date”)
and the remaining forty percent (40%) of the Severance Amount will be payable
to you on the twelve-month anniversary of the Termination Date;


 


(2)                                  A prorated bonus based on the amount of your base
salary actually earned by you during the calendar year through the Termination
Date, provided that such bonus,
if any, will be payable to you if and when such bonuses are generally paid to
similarly situated employees and will be based on your then current annual
target bonus as well as Company and your business unit performance as
determined by the Company in its sole discretion, but without adjustment for
your individual performance;


 


(3)                                  Any restricted
shares granted to you by the Company prior to October 16, 2008 (to the
extent then still outstanding and not previously forfeited) shall fully vest
and all restrictions related thereto shall be eliminated, provided
that you and such shares shall continue to remain subject to all applicable
securities laws and regulations; and


 


(4)                                  A prorated “Target
Award” amount of the performance awards granted to you prior to October 16,
2008 (to the extent then still outstanding and not previously forfeited) shall
vest based on the number of full months of the three-calendar year “Performance
Period” of the relevant award that you were employed by the Company; provided that such prorated “Target Award” amount shall
continue to be subject to adjustment based on the attainment of the performance
“Objectives” in accordance with the terms of the relevant award and will be
payable to you only to the extent that, and at the time that, such awards are
otherwise payable in accordance with their terms.


 


In connection with any
termination of your employment, except as specifically provided above, all of
your outstanding equity and cash incentive awards shall be treated in
accordance with their terms.


 


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For
purposes of this letter, “Cause” means, as
determined by the Compensation Committee, your (i) commission of an act of
fraud, embezzlement, misappropriation, willful misconduct, gross negligence or
breach of fiduciary duty against the Company or an affiliate thereof, or (ii) commission
of any act or omission that results in a conviction, plea of no contest, plea
of nolo  contendere, or imposition of unadjudicated
probation for any crime involving moral turpitude or any felony.


 


For
purposes of this letter, “Good Reason”
means that (1) without your consent, (A) your base salary or annual
target bonus (as each may be increased from time to time in the Compensation
Committee’s sole discretion) is reduced, (B) you are no longer Chief
Financial Officer of the Company or (C) you report directly to someone
other than the Chairman of the Board of Directors, Chief Executive Officer,
President or a Vice Chairman of the Company, (2) you have given the
Company written notice, referring specifically to this letter and definition,
that you do not consent to such action, (3) the Company has not corrected
such action within 30 days of receiving such notice, and (4) you
voluntarily terminate your employment with the Company within 90 days following
the happening of the action described in subsection (1) above.


 


This
letter does not constitute a guarantee of employment for any definite
period.  Your employment is at will and
may be terminated by you or the Company at any time, with or without notice or
reason.


 


The Company may withhold
from any payment due to you any taxes required to be withheld under any law, rule or
regulation.  If any payment otherwise due
to you hereunder would result in the imposition of the excise tax imposed by Section 4999
of the Internal Revenue Code, the Company will instead pay you either (i) such
amount or (ii) the maximum amount that could be paid to you without the
imposition of the excise tax, depending on whichever amount results in your
receiving the greater amount of after-tax proceeds.  In the event that the payments and benefits
payable to you would be reduced as provided in the previous sentence, then such
reduction will be determined in a manner which has the least economic cost to
you and, to the extent the economic cost is equivalent, such payments or
benefits will be reduced in the inverse order of when the payments or benefits
would have been made to you until the reduction specified is achieved.


 


If and to the extent that
any payment or benefit under this letter, or
any plan, award or arrangement of the Company or its affiliates, is
determined by the Company to constitute “non-qualified deferred compensation”
subject to Section 409A of the Internal Revenue Code (“Section 409A”)
and is payable to you by reason of your termination of employment, then (a) such
payment or benefit shall be made or provided to you only upon a “separation
from service” as defined for purposes of Section 409A under applicable
regulations and (b) if you are a “specified employee” (within the meaning
of Section 409A as determined by the Company), such payment or benefit
shall not be made or provided before the date that is six months after the date
of your separation from service (or, if earlier than the expiration of such six
month period, the date of death). Any 


 


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amount not paid or benefit
not provided in respect of the six month period specified in the preceding
sentence will be paid to you in a lump sum or provided to you as soon as
practicable after the expiration of such six month period.


 


To the extent you are
entitled to any expense reimbursement from the Company that is subject to Section 409A,
(i) the amount of any such expenses eligible for reimbursement in one
calendar year shall not affect the expenses eligible for reimbursement in any
other taxable year (except under any lifetime limit applicable to expenses for
medical care), (ii) in no event shall any such expense be reimbursed after
the last day of the calendar year following the calendar year in which you
incurred such expense, and (iii) in no event shall any right to
reimbursement be subject to liquidation or exchange for another benefit.


 


More
information regarding your employment is contained in the Company’s Employee Handbook.


 


This
letter is personal to you and without the prior written consent of the Company
shall not be assignable by you otherwise than by will or the laws of descent
and distribution.  This letter shall
inure to the benefit of and be enforceable by your legal representatives.  This letter shall inure to the benefit of and
be binding upon the Company and its successors and assigns.


 


To the extent permitted by law, you and the Company waive any
and all rights to a jury trial with respect to any matter relating to this
letter.


 


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.


 


Both
the Company 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 letter, 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.


 


This
letter may not be amended or modified otherwise than by a written agreement
executed by the parties hereto or their respective successors and legal
representatives.  The invalidity or
unenforceability of any provision of this letter shall not affect the validity
or enforceability of any other provision of this letter.  It is the parties’ intention that this letter
not be construed more strictly with regard to you or the Company.


 


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You
agree to keep this letter and its terms strictly confidential (unless it is
made public by the Company); provided that (1) you
are authorized to make any disclosure required of you by any federal, state or
local laws or judicial proceedings, after providing the Company with prior
written notice and an opportunity to respond to such disclosure (unless such
notice is prohibited by law) and (2) you are authorized to disclose this
letter and its terms to your legal, financial and tax advisors and your
representatives may disclose to any and all persons, without limitation of any
kind, the tax treatment and tax structure of this letter and all materials of
any kind (including opinions or other tax analyses) that are provided to you
relating to such tax treatment or structure.


 


This
letter reflects the entire understanding and agreement of you and the Company
with respect to the subject matter hereof and supersedes all prior
understandings and agreements (including, without limitation, that certain
employment agreement, dated April 28, 2006, and that certain letter,
dated October 16, 2008).


 


This
letter will automatically terminate, and be of no further force or effect, on October 16,
2012 (other than with respect to rights to payments, which, by the terms of
this letter, explicitly arose before such date).


 


 


	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Hank J. Ratner

  
	
   

  	
  Hank
  J. Ratner

  
	
   

  	
  Title:   Vice
  Chairman

  



 


 


Accepted
and Agreed:


 


 


	
  /s/
  Michael Huseby

  	
   

  
	
  Michael
  Huseby

  	
   

  



 


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