Exhibit 10.47


 


CONSULTING AGREEMENT

WITH

CABLEVISION SYSTEMS CORPORATION


 


THIS
AGREEMENT, made the 27th day of January 2001, by and between
CABLEVISION SYSTEMS CORPORATION, a Delaware corporation (hereinafter the
“Corporation”), and JOHN TATTA (hereinafter “Tatta”).


 


W I T N E S S E T H:


 


WHEREAS, Tatta
is the former President and Chief Operating Officer of the Corporation, and has
served as a consultant to the Corporation since 1989;


 


WHEREAS, the
Corporation desires to continue to obtain the services of Tatta as a
consultant, and Tatta desires to perform such services, upon the terms and
conditions of this Consulting Agreement;


 


NOW,
THEREFORE, in consideration of the premises and the mutual covenants herein
contained, the parties hereto hereby agree as follows:


 


1.                                       Term.  The Corporation hereby retains Tatta as a
consultant and Tatta hereby agrees to act as a consultant for the Corporation,
commencing on the date hereof and continuing for a period of three (3) years
thereafter (hereinafter the “Term”), upon the terms and conditions hereinafter
set forth.


 


2.                                       Duties.  Tatta shall serve as a consultant to the
Corporation, performing such advisory and consulting services as may be
reasonably requested from time to time by the Corporation.  If elected, Tatta shall also serve as a
member of the Board of Directors of the Corporation, and as Chairman of the
Executive Chairman and as a member of the Compensation Committee of the Board
of Directors.  In furnishing all such
services, Tatta shall act in the capacity of an independent contractor and not
as an employee of the Corporation. 
During the Term, Tatta shall devote up to one-half of his working


 

















 


time, skill, labor and
attention to the Corporation, but shall not be required, without his consent,
to work more than two calendar weeks during any calendar month and shall not be
required to render any services (other than as a director), without his
consent, at a distance of more than 50 miles from his then home.  Subject to the foregoing, Tatta shall devote
to the services and duties provided for in this Agreement such time as may be
required for their executive performance. 
In the event of Tatta’s death, all obligations of the Corporation
hereunder shall cease, except that the Corporation will make a lump sum death
benefit payment to Tatta’s estate equal to the greater of one year’s annual
consulting fee or one-half the aggregate consulting fees that would have been
payable to him during the remainder of the Term.  The Corporation or its successor may choose for any reason not to
avail itself of Tatta’s services hereunder, but such decision (unless made
under paragraph 9 hereof) shall not relieve the parties of any of their
obligations hereunder.


 


3.                                       Compensation.  In consideration for his advisory and
consulting services under this Agreement, Tatta shall receive an annual
consulting fee of Three Hundred Fifty Thousand Dollars ($35,000).  In addition, Tatta shall receive the
Corporation’s customary compensation for service on the Board of Directors and
its Committees.  The annual consulting
fee shall be payable monthly, commencing February 15, 2001.


 


4.                                       Expenses.  Tatta shall be reimbursed by the Corporation
for reasonable business expenses actually incurred or paid by him, consistent
with the policies of the Corporation, in rendering to the Corporation the
services provided for herein, upon presentation of expense statements or such
other supporting information as the Corporation may customarily require.


 


5.                                       Time,
Efforts, and Loyalty.  Tatta agrees
to devote during the term of this Agreement such of his working time, efforts,
attention and energies, as shall be necessary and appropriate for the efficient
performance of his duties hereunder. 
Tatta agrees that, during the entire term of this Agreement, he will
faithfully and diligently serve and further the interests of the Corporation
according to the best of his ability.


 


6.                                       Health
Insurance.  Tatta shall have the
right to continue to participate in the Corporation’s supplemental health
benefit plan on the same terms as other senior executives of the Corporation,
pursuant to which Medicare shall provide primary coverage and the insurer shall
provide secondary coverage.  Tatta shall
be responsible for the insurance premium therefor.


 


7.                                       Life
Insurance.  The Corporation will
continue to maintain the life insurance policy with New York Life obtained by
the Corporation on the lives of Tatta and his wife, Anne Tatta.  As previously agreed, during the lives of
Tatta and his wife, the Corporation shall pay the annual premium necessary to
maintain such policy at its current face amount, it being understood that the
cost


 


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thereof shall be considered by
the Corporation as compensation to Tatta hereunder.


 


8.                                       Non-Competition.
 It is agreed that the Corporation’s
business and the services to be rendered hereunder by Tatta are special, unique
and of extraordinary character and that in the event Tatta shall, without the
written consent of the Corporation, perform services or agree to perform in the
future services for any competing person, firm, association or corporation
during the Term, then the Corporation shall be entitled, if it so elects, to
institute or prosecute proceedings in any court of competent jurisdiction,
either in law or in equity, to obtain damages for any such breach of this
contract, or to enforce the specific performance thereof by Tatta or to enjoin
Tatta from performing services for any said person, firm, association or
corporation during the period of services herein contracted for, and nothing
herein contained shall be construed to prevent such other remedy in the courts
in the case of any breach by Tatta of this Agreement, as the Corporation may
elect to invoke.  Nothing herein
contained shall be deemed to prohibit Tatta from owning stock in any
corporation whose stock is traded on a national stock exchange or over the
counter market whether or not such corporation’s business in competitive with
that of the Corporation; provided, however, that such ownership, when
aggregated with any similar ownership by members of Tatta’ immediate family,
shall not exceed five percent (5%) of the outstanding stock of any such
corporation.


 


9.                                       Termination
of Agreement.  If any one of the
following events occur during the Term, this Agreement and all rights granted
herein, except as provided herein, shall be immediately terminable at the
option of the Board of Directors of the Corporation:


 


a)                                      Tatta
being adjudicated a bankrupt (which for purposes hereof shall include voluntary
or involuntary adjudication of personal bankruptcy by a court of competent
jurisdiction or an assignment by Tatta for the benefit of his creditors);


 


b)                                     Tatta
suffers a disability, as determined under paragraph 10 hereof; or


 


c)                                      Upon
the breach or non-performance of any of the covenants Tatta has given
hereunder.


 


10.                                 Disability
Determined.  “Disability” for
purposes of Paragraph 9 hereof shall be deemed to exist upon the occurrence of
any involuntary inability of Tatta to consistently carry out and perform his
full duties and obligations hereunder for a period of six (6) consecutive
months.  Said six-month period shall
commence on the first date that Tatta shall be involuntarily unable to perform
his full duties and obligations hereunder, and shall continue to run until said
six-month period shall lapse or until Tatta shall be able to perform his full


 


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duties and obligations for a
period of not less than thirty (30) days, whichever event shall first occur.  In the event Tatta fails to commence this
consistent performance of such duties as contained herein at the end of said
six month period, the Corporation may, at its option, notify Tatta at any time
thereafter prior to his return that, if Tatta fails to perform such duties
within thirty (30) days after the date of said notice, this Agreement shall
terminate.


 


11.                                 Notices.  All notices or other communications required
hereunder shall be in writing and shall be deemed to have been duly given as of
the day and time of mailing by certified or registered mail, postage prepaid,
to the respective parties at their last known address.


 


12.                                 Assignment.  This Agreement shall be binding upon and
inure to the benefit of both the Corporation and Tatta and their respective
successors, heirs and personal representatives, but neither this Agreement nor
any rights hereunder may be assigned by either the Corporation or Tatta without
the written consent of the other party.


 


13.                                 Entire
Agreement.  This Agreement contains
the entire understanding between the parties hereto, and shall supersede any
prior understandings or written or oral agreements between the parties
respecting the within subject matter. 
This Agreement shall not be modified except in writing signed by each of
the parties hereto.


 


14.                                 Headings.  The
descriptive headings of the several paragraphs of this Agreement are inserted
for convenience only and shall not control or affect the meaning or
construction of any provision hereof.


 


15.                                 Severability.  Whenever
possible, each provision of this Agreement shall be interpreted in such manner
as to be effective and valid under applicable law: but if any provision of this
Agreement or the application thereof to any party or circumstance shall be
prohibited by or Invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity without
invalidating the remainder of such provision or the remaining provisions of
this Agreement or the application of such provision to other parties or
circumstances.


 


16.                                 Waiver.  No
delay or omission of either party hereto to exercise rights under this
Agreement shall impair any such right or power or shall be construed to be a
waiver of any default or acquiescence therein. 
No waiver of any default shall be construed, taken, or held to be a
waiver of any default, or waiver, acquiescence in, or consent to any further or
succeeding default of the same nature.


 


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17.                                 Applicable
Law.  This Agreement shall be construed and administered and the
validity thereof shall be determined in accordance with the laws of the State
of New York, without regard to principles of conflicts of law.


 


IN WITNESS
WHEREOF, the parties hereto have executed this Agreement as of the day and
month and year first above written.


 


	
   

  	
  CABLEVISION
  SYSTEMS CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  James L. Dolan

  	
   

  
	
   

  	
   

  	
  James L. Dolan

  	
   

  
	
   

  	
   

  	
  Chief Executive Officer

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  /s/ John Tatta

  	
   

  
	
   

  	
  John Tatta

  	
   

  



 


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