Exhibit
10.46


 


March 12, 2004


 


Mr. William Bell

22 Youngs Hill Road

Huntington, New York  11743


 


Re:                               Extension
of Your Employment Term


 


Dear Bill:


 


We are pleased to confirm
our mutual agreement to extend the duration of your employment by one year,
effective as of December 31, 2003. 
Cablevision Systems Corporation (“Cablevision”)
and CSC Holdings, Inc. (“CSC”)
appreciate the professional and dedicated service that you have provided to
Cablevision and CSC and their predecessors, subsidiaries and affiliates
(together, the “Group”) over the
past 24 years and your willingness to postpone your planned retirement for the
benefit of the Group.


 


1.                                      Extension
of Term


 


On your acceptance of and
agreement to this letter, the second paragraph of your employment letter
agreement, dated November 7, 2002 (your “Employment Agreement”), with
Cablevision, will be amended and restated to read in its entirety as follows:


 


“The
duration of your employment (the ‘Term’) will be through December 31, 2004
except that, by mutual agreement either (i) you may retire earlier or (ii) the
Term may be extended for additional one year periods.  Any such additional period shall be included in the ‘Term’
hereunder.”


 


However, notwithstanding
the fifth paragraph of your Employment Agreement, you agree that you will not
be entitled to participate in or receive any awards under any long-term
incentive program for services rendered in 2004.


 


2.                                      Early Provision of
Previously Agreed Retirement Benefits


 


On the expiration of the
original term of your employment, you would have become entitled to the
benefits and rights set forth in the seventh paragraph of your Employment
Agreement (subject only to your execution of Cablevision’s then standard
severance agreement).  In connection
with your agreement to extend the term of your employment and in recognition of
your forgoing this entitlement, we agree to provide the following benefits:


 

















 


A.                                   Cablevision
will pay you an early severance payment of no less than $6,630,000.


 


B.                                     Upon
your retirement, you will continue to be eligible for the payment of premiums
on the existing Mass Mutual and New York Life whole life insurance policies on
your life until (i) they are paid in full or (ii) the cash value of each such
policy is sufficient to satisfy all necessary future premium payments.


 


C.                                     Your
Performance Retention Award in the amount of $3,000,000 will become fully
vested.


 


D.                                    All
restrictions on your restricted shares of Cablevision stock (your “Restricted
Stock”) will lapse, and you will have the right to exercise all of
your outstanding options and conjunctive rights awards with respect to
Cablevision stock (your “Options and Rights”) for the remainder of
the term of such awards as set forth in the relevant Group plans
(notwithstanding any future termination of your employment).  You and we agree that all of your Restricted
Stock and Options and Rights are set forth on Exhibit A.


 


These benefits are in
full satisfaction of the benefits and rights set forth in numbers 1, 2, 3, and
4 of the seventh paragraph of your Employment Agreement.  You agree that you will not be entitled to
any benefits or rights under those sections of your Employment Agreement once
we provide the benefits described in this Section 2 and that you will not
be entitled to any further severance benefits of any kind on your termination
of employment with the Group (for whatever reason).


 


We will provide the
benefits described in this Section 2 only  if (a) you sign and deliver
a copy of this Agreement to Lee Schumer at the address below on or before
April 5, 2004 and (b) the “Release” described in Section 5
becomes effective in accordance with Section 13 (Revocation).  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 (a) in time or if you revoke your release in accordance with
Section 12.  We suggest that you
review this entire Agreement, including the “Release” in Section 5, with a
lawyer before you decide whether to accept it. 
If this Section 2 becomes effective as described in clause (b), the
benefits described in this Section 2 will made available to you within 10
business days thereof.


 


As a condition to your receipt of the benefits described in
this Section 2, you agree to execute the “Updated Release” referred to in
Section 5 on your termination of employment with the Company (for whatever
reason).  If you do not execute the
“Updated Release” on termination of your employment or if the “Updated Release”
does not become effective in accordance with its terms, you agree to return to
the Group all of the benefits made available to you pursuant to this
Section 2; however, this provision will not apply in the event you die
prior to executing the “Updated Release”.


 


The benefits in this
Section 2 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


 


2

















 


that no other monies or
relief are due to you in consideration of your general release of all claims
that you have, may have or may have had. 
All payments under this Section 2 will be made less applicable
withholding.


 


3.                                      Form
of Consulting Agreement


 


You and we agree that the
consulting agreement referred to number 5 of the seventh paragraph of your
Employment Agreement shall be in the form of Exhibit
B (the “Consulting Agreement”).


 


4.                                      Future
Effect of Termination on Benefits


 


Your Group-sponsored
medical and dental coverage will cease as of the last day of the month in which
your employment is terminated.  You and
your eligible dependents may obtain coverage for periods after the last day of
the month in which your employment is terminated pursuant to the Cablevision
Executive Retiree Medical Plan 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 the end of the Term. 
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 CHOICE Cash Balance Plan
(collectively, your “Retirement Plans”)
with respect to you for your service rendered through your date of
termination.  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) payments beyond base salary through your date of termination,
including, without limitation, any payments for which you may be eligible under
the Cablevision Management Performance Incentive Plan, (4) any other
compensation, deferred or otherwise (except as specifically provided in the
Consulting Agreement), and (5) any accrued, unused vacation pay, sick pay and
personal day pay to which you may be entitled to under Group policies through
the date of your termination.  Except as
set forth in this Agreement, you will not be entitled to any further payments
subsequent to your termination of employment.


 


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


 


3

















 


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 your employment by the Group (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, and (7) for costs, fees or other expenses including attorneys’
fees and disbursements.  However, this
Release does not waive or otherwise impair any rights that you have (1) under
this Agreement or your Employment Agreement or (2) under the terms of any
employee benefit plan maintained by the Group (but your severance benefits will
be limited to those described in this Agreement and in your Employment
Agreement).


 


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.


 


You will be required to return the benefits described in
Section 2 unless you sign and deliver an updated release in the form of Exhibit C
(the “Updated
Release”) upon the termination of your employment with Cablevision
and the Updated Release becomes effective in accordance with its terms;
however, this provision will not apply in the event you die prior to executing
the “Updated Release”.


 


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 (for the Updated
Release), or any other claim at all.


 


6.                                      Confidentiality


 


You will obtain or create
Confidential Information (as defined below) in the course of your involvement
in the Group’s activities and already have Confidential Information.  You agree that the Confidential Information
is the exclusive property of the Group, and that, during your employment, you
will use and disclose Confidential Information only for the Group’s benefit and
in accordance with any restrictions placed on its use or disclosure by the
Group.


 


After your employment
with the Group, you agree to keep confidential and otherwise refrain from
accessing, discussing, copying, disclosing or otherwise using Confidential
Information.  In addition, during and
after your employment with the Group, you agree that you will keep confidential
and otherwise refrain from accessing, discussing, copying, disclosing or
otherwise using any information (personal, proprietary or otherwise) you may
have learned about the Covered Individuals (as defined below) directly or
indirectly as a result of your relationship with Charles Dolan, James Dolan,
any member


 


4

















 


of the extended Dolan 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 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 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) either during your employment or
after your termination of employment (for any reason).  A “Competitive Entity” shall mean


 


5

















 


(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 employment
with Cablevision terminates.


 


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 or your
Employment 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.


 


You agree not to make any
public statement of any kind regarding this contract.


 


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 your
termination or employment or, if you enter into the Consulting Agreement, the
expiration of the Consulting Agreement, you will no longer provide any regular
services to the Group or represent yourself as an agent of any member


 


6

















 


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 such termination or expiration, or
in any litigation or administrative proceedings or appeals (including any
preparation therefore) 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 Sue


 


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 your 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 the
enforceability of any provision of this Agreement or your employment with the
Group.


 


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 employment with
Cablevision terminates.


 


21.                               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


 


7

















 


(including, without
limitation, Sections 5 (Release), 7 (Non-Compete)
and 10 (Covenant Not to Sue) 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 Lee Schumer  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.


 


15.                               Additional
Provisions


 


If you violate any of the
agreements contained in this letter, including, without limitation, the
understandings in Sections 6 (Confidentiality), 7 (Non-Compete), 8 (Additional
Understandings), 9 (Further Cooperation) and 10 (Covenant Not to Sue)  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 Agreement 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 Sue”, 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


 


8

















 


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:  Lee Schumer at 1111 Stewart Avenue, Bethpage,
New York 11714.  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.


 


*                      *                      *


 


9

















 


Other than these changes,
this letter does not change your Employment Agreement in any way, and your
Employment Agreement will remain in full force and effect.  However, if there is any inconsistency between this
Agreement and your Employment Agreement, this Agreement will govern.  In the event any payments that are due and
owed to you under this Agreement have not been paid at the time of your
disability or death, they will be paid to you or your estate, as applicable.


 


	
   

  	
  Sincerely yours,

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Cablevision Systems
  Corporation

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
  James L. Dolan

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
    James L. Dolan

  	
   

  
	
   

  	
   

  	
   

  	
    President, Chief Executive Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CSC Holdings, Inc.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
  James L. Dolan

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
    James L. Dolan

  	
   

  
	
   

  	
   

  	
   

  	
    President, Chief Executive Officer

  	
   

  
	
   

  	
   

  	
   

  
	
  Accepted and Agreed:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/

  	
  William J. Bell

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
    William J. Bell

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date: 

  	
   

  	
   

  	
   

  	
   

  
														



 


10

















 


Exhibit
A


 


[List of
Restricted Stock, Options and Rights]


 

















 


[As of
January 1, 2005]


 


William Bell

22 Youngs Hill Road

Huntington, New York  11743


 


Re:                               Consulting
Agreement


 


Dear Bill:


 


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 [DATE] 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 extension agreement, dated [DATE], among Cablevision, CSC and you
(your “Extension
Agreement”) or the Updated Release referred to in your Extension
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 or the company of your choice one-twelfth of $500,000 (the “Minimum Amount”).  Cablevision may change the Minimum Amount
after the first year of the Term in its discretion but may not reduce the
Minimum Amount to below $500,000.  In
addition, for any month in which the Group requests that you provide services
for more than 80 hours and you agree to provide such services, Cablevision
shall pay you or the company of your choice at the rate of $4167 per day for
each additional day or part.


 


(b)                                 You
will be eligible for annual incentive fees in addition to the Minimum Amount
for each year during the Term.  Any
annual incentive fees shall be in the amounts and paid at the time, determined
by Cablevision in its sole discretion.


 


(c)                                  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.


 


(d)                                 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.


 


(e)                                  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.


 


(f)                                    Your contingent award under Cablevision’s
Long Term Incentive Plan will continue during the Term notwithstanding that your employment with Group has
terminated.  The details of this award,
and the applicable conditions, have been 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


 


2

















 


your relationship with
Charles Dolan, James Dolan, any member of the extended Dolan family or any
member of the Group’s senior management team or Board of Directors
(collectively the “Covered 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


 


3

















 


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.


 


(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).  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.


 


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


 


4

















 


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:


 


(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.


 


5

















 


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 termination date of this
Agreement.


 


10.                               Renewal
and Termination


 


(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


 


6

















 


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.


 


(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 Extension 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:  Lee Schumer at 1111 Stewart Avenue,
Bethpage, New York.


 


7

















 


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:

  	
   

  	
   

  
	
   

  	
   

  
	
  Accepted and Agreed:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  William Bell

  	
   

  
	
   

  	
   

  
	
  Date: 

  	
   

  	
   

  	
   

  
						



 


8

















 


Exhibit
1


 


The following will
constitute the Services to be performed:


 


1.                                       To
be available no less than 80 hours 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
C


 


WILLIAM
BELL 

22 Youngs Hill Road 

Huntington, New York 11743


 


I, William Bell, am
entering into this release (this “Updated Release”) pursuant to, and in
consideration of, my extension agreement, dated as of [DATE], with Cablevision
Systems Corporation and CSC Holdings, Inc. (my “Extension 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 Extension
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 (w) 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 Extension Agreement), (x) any rights I may have for
indemnification, contribution, insurance or reimbursement of expenses as a
director, officer, consultant, agent or employee of the Group, (y) any rights I
may have with respect to the Group’s obligations set forth on Exhibit A to the Extension Agreement, and
(z) any rights I may have under the Extension 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 Extension 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
Extension 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 Lee Schumer at 1111 Stewart Avenue, Bethpage, NY 11714-3581 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: 

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  William Bell