exv10w19





Exhibit 10.19


December 21, 2009


Mr. Hank Ratner
Madison Square Garden, Inc.
Two Pennsylvania Plaza
New York, NY 10022


Re: EMPLOYMENT AGREEMENT


Dear Mr. Ratner:


This letter, effective upon the “Effective Date” (as defined in Annex A hereof), will confirm the
terms of your employment by Madison Square Garden, Inc. (the “Company”).



	1.	 	Your title shall be President and Chief Executive Officer. You agree to devote your business
time and attention to the business and affairs of the Company. Subject to such continuing
rights as each party may have hereunder, either you or the Company may terminate your
employment hereunder at any time.
	 
	2.	 	Notwithstanding the provisions of Paragraph 1, the Company acknowledges that, in addition to
your services pursuant to this Agreement, you will simultaneously serve, and are expected to
devote a portion of your business time and attention to serving, as Vice Chairman of
Cablevision Systems Corporation (“Cablevision”). The Company understands that you are
entering into an Employment Agreement with Cablevision contemporaneous with the execution of
this Agreement and recognizes and agrees that your responsibilities to Cablevision will
preclude you from devoting all of your time and attention to the Company’s affairs. In
addition, as recognized in Article Eleventh of the Company’s Amended and Restated Certificate
of Incorporation, there may be certain potential conflicts of interest and fiduciary duty
issues associated with your dual roles at the Company and Cablevision. The Company recognizes
and agrees that none of (i) your dual responsibilities at the Company and Cablevision, (ii)
your inability to devote all of your time and attention to the Company’s affairs, (iii) the
actual or potential conflicts of interest and fiduciary duty issues that are waived in the
Article Eleventh of the Company’s Amended and Restated Certificate of Incorporation, or (iv)
any actions taken, or omitted to be taken, by you in good faith to comply with your duties and
responsibilities to the Company in light of your dual responsibilities to the Company and
Cablevision, shall be deemed to be a breach by you of your obligations under this Agreement
(including your obligations under Annex B) nor shall any of the foregoing constitute “Cause”
as such term is defined in Annex A.
	 
	3.	 	Your annual base salary will be a minimum of $1,200,000, subject to annual review and
potential increase by the Compensation Committee of the Board of Directors (the “Compensation
Committee”) in its discretion. Your annual base salary shall not be reduced during the time of
this Agreement.
	 
	4.	 	Your annual bonus will have a target of 200% of your annual base salary, and may range




 







 






	 	 	from 0% to 400% of your annual base salary, as the Compensation Committee shall determine in
its discretion.
	 
	5.	 	You will be eligible to participate in all employee benefit and retirement plans of the
Company at the level available to other members of senior management subject to meeting the
relevant eligibility requirements and terms of the plans.
	 
	                                                       
	6.	 	You will be eligible to participate in the long-term cash or equity programs and arrangements
of the Company at the level determined by the Compensation Committee, in its discretion,
consistent with your role and responsibilities as President and Chief Executive Officer of the
Company. In calendar year 2010, for example, you will be entitled to receive one or more
long-term cash and/or equity awards with an aggregate target value of $5,400,000, all as
determined by the Compensation Committee in its discretion. Although there is no guarantee,
it is currently expected that long-term cash or equity awards of similar aggregate target
values will be made to you annually. The Company agrees that neither the scheduled expiration
of this Agreement nor your rights in connection therewith will have any effect on any
determination by the Compensation Committee with respect to the
amount, terms or form of any
long-term incentive awards granted to you in the future.
	                                                        
	 
	7.	 	In addition to your eligibility for the above grant of equity and/or cash long-term
incentives in 2010, you will also receive a one-time special award in stock options, stock
appreciation rights, restricted stock and/or restricted stock units, in such form or forms as
determined by the Compensation Committee, with an aggregate target value of $4,750,000, all as
to be determined by the Compensation Committee in its discretion (the “Special Equity
Award”). Such Special Equity Award will be made to you during 2010 and by no later than
March 31, 2010 and is anticipated to be made on the same date as the Compensation Committee
makes its regular grants to executives of 2010 long-term incentive awards. The Special Equity
Award shall be subject to terms substantially similar to the terms contained in the agreements
historically used by Cablevision for similar equity awards for its senior executives, except
that the forfeiture restrictions for the equity awards shall expire on the third anniversary
of the grant, provided, that any portion of the Special Equity Award in the form of restricted
stock or restricted stock units will also be subject to the performance objectives set forth
in Annex C.
	 
	8.	 	The Company will provide you with the use of a driver and a car appropriate to your status
and responsibilities.
	 
	9.	 	If, prior to December 31, 2014 (the “Scheduled Expiration Date”), your employment
with the Company is terminated (i) for any reason by you during the thirteenth calendar month
following a “Change in Control” (as defined in Annex A) of the Company, (ii) by the Company,
(iii) by you for “Good Reason” (as defined in Annex A), or (iv) by “Mutual Consent” (as
defined in Annex A), and at the time of any such termination described above, Cause does not
exist, then, subject to your execution and delivery (without revocation) to the Company of the
Company’s then standard separation agreement (modified to reflect the terms of this Agreement)
which agreement will include, without limitation, general releases by you as well as
non-competition, non-solicitation, non-




 









 






	 	 	disparagement, confidentiality and other provisions substantially similar to those set forth
in Annex B (a “Separation Agreement”), the Company will provide you with the
following benefits and rights:






	 	(a)	 	A severance payment in an amount determined at the discretion of the
Compensation Committee, but in no event less than two times the sum of your annual base
salary and your annual target bonus in effect at the time your employment terminates
and such payment shall be payable to you on the 90th day after the
termination of your employment;
	 
	 	(b)	 	Each of your outstanding long-term cash performance awards granted under the
plans of the Company shall immediately vest in full and shall be paid only if, when and
to the same extent that other similarly situated executives receive payment for such
awards as determined by the Compensation Committee (subject to the satisfaction of any
applicable performance objectives);
	 
	 	(c)	 	Each of your outstanding long-term cash awards (including any deferred
compensation awards under the long-term cash award program) that are not subject to
performance criteria granted under the plans of the Company shall immediately vest in
full and shall be payable to you on the 90th day after the termination of
your employment;
	 
	 	(d)	 	(i) All of the time based restrictions on each of your outstanding restricted
stock or restricted stock units granted to you under the plans of the Company shall
immediately be eliminated, (ii) deliveries with respect to your restricted stock that
are not subject to performance criteria shall be made immediately after the effective
date of the Separation Agreement, (iii) payment and deliveries with respect to your
restricted stock units that are not subject to performance criteria shall be made on
the 90th day after the termination of your employment, and (iv) payments or
deliveries with respect to your restricted stock and restricted stock units that are
subject to performance criteria shall be made only if, when and to the same extent that
other similarly situated executives receive payment or deliveries for such awards as
determined by the Compensation Committee (subject to satisfaction of any applicable
performance objectives);
	 
	 	(e)	 	Each of your outstanding stock options and stock appreciation awards under the
plans of the Company shall immediately vest and become exercisable and you shall have
the right to exercise each of those options and stock appreciation awards for the
remainder of the term of such option or award; and
	 
	 	(f)	 	A pro rated annual bonus for the year in which such termination occurred (based
on the number of full calendar months during which you were employed by the Company
during the year) only if, when and to the same extent that other similarly situated
executives receive payment of bonuses for such year (without adjustment for your
individual performance) as determined by the Compensation Committee in its sole
discretion (and subject to the satisfaction of any applicable performance objectives)
and, if not previously paid, your annual bonus for the




 









 






	 	 	 	preceding year, if, when and to the same extent that other similarly situated
executives receive payment of bonuses for such year (without adjustment for your
individual performance) as determined by the Compensation Committee in its sole
discretion (and subject to the satisfaction of any applicable performance
objectives).






	10.	 	If you die after a termination of your employment that is subject to Paragraph 9, your estate
or beneficiaries will be provided with any remaining benefits and rights under Paragraph 9.
	 
	11.	 	If you cease to be an employee of the Company or any of its affiliates (other than
Cablevision and its subsidiaries) prior to the Scheduled Expiration Date as a result of your
death or physical or mental disability, you (or your estate or beneficiary) will be provided
with the benefits and rights set forth immediately above in Paragraphs 9(b) through (f), and,
in the event of your death, such longer period to exercise your then outstanding stock options
and stock appreciation awards as may otherwise be permitted under the applicable Employee
Stock Plan and award letter.
	 
	12.	 	If, after the Scheduled Expiration Date, your employment with the Company is terminated (i)
for any reason by you during the thirteenth calendar month following a Change in Control of
the Company, (ii) by the Company, (iii) by you for Good Reason, (iv) by you without Good
Reason but only if you had provided the Company
with at least six months advance written notice of your intent to so terminate your employment
under this provision, or (v) as a result of your death or disability, and at the time of any
such termination described above, Cause does not exist, then, subject to (except in the case
of your death) your execution and delivery (without revocation) to the Company of a Separation
Agreement, you or your estate or beneficiary, as the case may be, will be provided with the
benefits and rights set forth above in Paragraphs 9(b) through (f).
	 
	13.	 	If, prior to or after the Scheduled Expiration Date, you cease to be employed by the Company
for any reason other than your being terminated for Cause, you shall have three years to
exercise outstanding stock options and stock appreciation awards, unless you are afforded a
longer period for exercise pursuant to another provision of this Agreement or any applicable
award letter, but in no event exercisable after the end of the applicable regularly scheduled
term (except in the case of death, as may otherwise be permitted under the applicable Employee
Stock Plan and award letter).
	 
	14.	 	Upon the termination of your employment with the Company, except as otherwise specifically
provided in this Agreement, your rights to benefits and payments under the Company’s pension
and welfare plans (other than severance benefits) and any outstanding long-term cash or equity
awards shall be determined in accordance with the then current terms and provisions of such
plans, agreements and awards under which such benefits and payments (including such long-term
cash or equity awards) were granted.
	 
	15.	 	You and the Company agree to be bound by the additional covenants, acknowledgements




 









 






	 	 	and other provisions applicable to each that are set forth in Annex B, which shall be deemed
to be part of this Agreement.
	 
	16.	 	The Company may withhold from any payment due hereunder any taxes that are required to be
withheld under any law, rule or regulation.
	 
	17.	 	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 (i.e., later payments will
be reduced first) until the reduction specified is achieved.
	 
	18.	 	To the extent you would otherwise be entitled to any payment that under this Agreement, or
any plan or arrangement of the Company or its affiliates, constitutes “deferred compensation”
subject to Section 409A and that if paid during the six months beginning on the date of
termination of your employment would be subject to the Section 409A additional tax because you
are a “specified employee” (within the meaning of Section 409A and as determined by the
Company), (i) the payment will not be made to you and instead will be made to a trust in
compliance with Rev. Proc. 92-64 (the “Rabbi Trust”), and (ii) the payment, together
with any earnings on it, will be paid to you on the earlier of the six-month anniversary of
your “separation from service” as defined in Treas. Reg. § 1.409A-1(h) or your death;
provided, however, that no payment will be made to the Rabbi Trust if it would be contrary to
law or cause you to incur additional tax under Section 409A. Similarly, to the extent you
would otherwise be entitled to any benefit (other than a payment) during the six months
beginning on termination of your employment that would be subject to the Section 409A
additional tax, the benefit will be delayed and will begin being provided (together, if
applicable, with an adjustment to compensate you for the delay) on the earlier of the
six-month anniversary of your separation from service or your death. Any such payments or
benefit subject to Section 409A shall be treated as separate payments for purposes of Section
409A. Furthermore, to the extent any other payments of money or other benefits due to you
could cause the application of an additional tax under Section 409A, such payments or other
benefits shall be deferred if deferral will make such payment or other benefits compliant
under Section 409A.
	 
	19.	 	In addition, any payment or benefit that is due or commences upon a termination of your
employment that represents a “deferral of compensation” within the meaning of Section 409A
shall be paid, commenced to be paid or provided to you only upon a “separation from service”
as defined in Treas. Reg. § 1.409A-1(h).
	 
	20.	 	To the extent any expense reimbursement is determined to be subject to Section 409A, 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), in no event shall any expenses
be reimbursed after the last day of the calendar year following the calendar year in which
you incurred such expenses, and in no event shall any right to reimbursement be subject to
liquidation or exchange for another benefit.
	 
	21.	 	If the Rabbi Trust has not been established at the time of the termination of your
employment, you may select an institution to serve as the trustee of the Rabbi Trust (so long
as the institution is reasonably acceptable to the Company). You may negotiate such terms
with the trustee as are customary for such arrangements and reasonably acceptable to the
Company. The Company will bear all costs related to the establishment and operation of the
Rabbi Trust, including your attorney’s fees. It is understood that the Rabbi Trust may also be
used for similar arrangements with other executives of the Company.
	 
	22.	 	The Company will not take any action that would expose any payment or benefit to you to the
additional tax of Section 409A, unless (i) the Company is obligated to take the action under
agreement, plan or arrangement to which you are a party, (ii) you request the action, (iii)
the Company advises you in writing that the action may result in the imposition of the
additional tax and (iv) you subsequently request the action in a writing that acknowledges you
will be responsible for any effect of the action under Section 409A. The Company will hold you
harmless for any action it may take in violation of this Paragraph 22, including any
attorney’s fees you may incur in enforcing your rights.
	 
	23.	 	It is our intention that the benefits and rights to which you could become entitled in
connection with termination of employment comply with Section 409A. If you or the Company
believes, at any time, that any of such benefit or right does not comply, it will promptly
advise the other and will negotiate reasonably and in good faith to amend the terms of such
arrangement such that it complies (with the most limited possible economic effect on you and
on the Company).
	 
	24.	 	You acknowledge that the Company has no liability to you with respect to any cash payable
pursuant to the outstanding long-term cash and equity awards that were granted to you under
the plans of Cablevision prior to the Effective Date, and you agree that you will not assert
any such liability against the Company.
	 
	25.	 	This Agreement 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
Agreement shall inure to the benefit of and be enforceable by your legal representatives. This
Agreement shall inure to the benefit of and be binding upon the Company and its successors and
assigns.
	 
	26.	 	To the extent permitted by law, you and the Company waive any and all rights to the jury
trial with respect to any controversy or claim between you and the Company arising out of or
relating to or concerning this Agreement (including the covenants contained in Annex B) or any
aspect of your employment with the Company or the termination of that employment (each an
“Employment Matter”).




 









 






	27.	 	This Agreement 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.
	 
	28.	 	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
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.
	 
	29.	 	This Agreement 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 Agreement shall not affect the validity or
enforceability of any other provision of this Agreement. It is the parties’ intention that
this Agreement not be construed more strictly with regard to you or the Company. From and
after the Effective Date, this Agreement shall supersede any prior agreements, arrangements,
understandings and communications between the parties dealing with such subject matter hereof,
whether oral or written.
	 
	30.	 	Certain capitalized terms used herein have the meanings set forth in Annex A hereto.
	 
	31.	 	This Agreement shall automatically expire and be of no further effect as of the Scheduled
Expiration Date; provided, however, Paragraphs 2 and 10 through, and including, 31 shall
survive the termination or expiration of this Agreement and shall be binding on you and the
Company.






	 	 	 	 	 
	 

	 	MADISON SQUARE GARDEN, INC.
	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 		/s/ James L. Dolan
 

By: James L. Dolan
	 	 
	 

	 	Title: Executive Chairman	 	 






	 	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	Accepted and Agreed:
	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 		/s/ Hank Ratner
 

Hank Ratner
	 	 







 









 






ANNEX A

DEFINITIONS ANNEX

(This Annex constitutes part of the Agreement)




“Cause” means 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, or may reasonably be
expected to result in, a conviction, plea of no contest, plea of Nolo Contendere, or imposition of
unadjudicated probation for any crime involving moral turpitude or felony.



“Change in Control” means the acquisition, in a transaction or a series of related
transactions, by any person or group, other than Charles F. Dolan or members of the immediate
family of Charles F. Dolan or trusts for the benefit of Charles F. Dolan or his immediate family
(or an entity or entities controlled by any of them) or any employee benefit plan sponsored or
maintained by the Company, of the power to direct the management of the Company or substantially
all its assets (as constituted immediately prior to such transaction or transactions).



“Effective Date” means the date on which the spinoff of Madison Square Garden, Inc. from
Cablevision Systems Corporation is consummated.



Termination for “Good Reason” means that (1) without your consent, (A) your base salary or
bonus target as an employee is reduced, (B) the Company requires that your principal office be
located outside of Nassau County or Manhattan, (C) the Company materially breaches its obligations
to you under this Agreement, (D) you are no longer the President and Chief Executive Officer of the
Company, (E) you report directly to someone other than the Chairman (or the Executive Chairman), or
(F) your responsibilities are materially diminished, (2) you have given the Company written notice,
referring specifically to this definition, that you do not consent to such action, (3) the Company
has not corrected such action within 15 days of receiving such notice, and (4) you voluntarily
terminate your employment within 90 days following the happening of the action described in
subsection (1) above.



“Mutual Consent” means you and the Company mutually agree in writing to terminate your
employment with the Company and that such termination of employment shall not constitute a
termination by the Company with or without Cause or by you with or without Good Reason.



 









 





ANNEX B

ADDITIONAL COVENANTS

(This Annex constitutes part of the Agreement)




You agree to comply with the following covenants in addition to those set forth in the Agreement.



1. CONFIDENTIALITY




You agree to retain in strict confidence and not divulge, disseminate, copy or disclose to any
third party any Confidential Information, other than for legitimate business purposes of the
Company and its subsidiaries. As used herein, “Confidential Information” means any non-public
information that is material or of a confidential, proprietary, commercially sensitive or personal
nature of, or regarding, the Company or any of its subsidiaries or any current or former director,
officer or member of senior management of any of the foregoing (collectively “Covered Parties”).
The term Confidential Information includes information in written, digital, oral or any other
format and includes, but is not limited to (i) information designated or treated as confidential;
(ii) budgets, plans, forecasts or other financial or accounting data; (iii) subscriber, customer,
guest, fan, vendor or shareholder lists or data; (iv) technical or strategic information regarding
the Covered Parties’ programming, advertising, sports, entertainment, theatrical or other
businesses; (v) advertising, business, sales or marketing tactics and strategies; (vi) policies,
practices, procedures or techniques; (vii) trade secrets or other intellectual property; (vii)
information, theories or strategies relating to litigation, arbitration, mediation, investigations
or matters relating to governmental authorities; (vii) terms of agreements with third parties and
third party trade secrets; (viii) information regarding employees, players, coaches, agents,
consultants, advisors or representatives, including their compensation or other human resources
policies and procedures; and (ix) any other information the disclosure of which may have an adverse
effect on the Covered Parties’ business reputation, operations or competitive position, reputation
or standing in the community.



If disclosed, Confidential Information or Other Information could have an adverse effect on the
Company’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 (other than
Cablevision or its subsidiaries) subsidiaries, officers, directors, employees, teams, players,
coaches, consultants or agents or any of the Covered Parties.



Notwithstanding the foregoing, the obligations of this section, other than with respect to
subscriber information, shall not apply to Confidential Information which is:



a) already in the public domain;



b) disclosed to you by a third party with the right to disclose it in good faith; or




c) specifically exempted in writing by the Company 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, arbitral or governmental agency
proceedings, after providing the Company with prior written notice and an



 









 







opportunity to respond prior to such disclosure. In addition, this Agreement in no way restricts or
prevents you from providing truthful testimony concerning the Company to judicial, administrative,
regulatory or other governmental authorities.



2. Non-Compete




You acknowledge that due to your executive position in the Company and your knowledge of the
Company’s confidential and proprietary information, your employment or affiliation with certain
entities would be detrimental to the Company. You agree that, without the prior written consent of
the Company, 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). A “Competitive Entity” shall mean (1) any person or entity (other than Cablevision and its
subsidiaries) that (i) owns or operates a professional sports team in the New York City
metropolitan area, (ii) creates, produces or presents live sporting events or live entertainment in
any metropolitan area in which the Company or any of its subsidiaries owns, operates, or has
exclusive booking rights to a venue, (iii) owns or operates any New York metropolitan area regional
programming network, (iv) owns or operates a programming network in the United States that focuses
on music, or (v) directly competes with any other business of the Company or one of its
subsidiaries that produced greater than 10% of the Company’s revenues in the calendar year
immediately preceding the year in which the determination is made, or (2) any trade or professional
association representing any of the companies covered by this paragraph. 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 upon the first anniversary of the date of your
termination of employment with the Company.



3. Additional Understandings




You agree, for yourself and others acting on your behalf, that you (and they) have not disparaged
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 Company or any of
its incumbent or former officers, directors, agents, consultants, employees, successors and assigns
or any of the Covered Parties.



In addition, you agree that the Company 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 Company (the “Materials”). The
Company 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.



4. Further Cooperation




Following the date of termination of your employment with the Company (the “Expiration Date”), you
will no longer provide any regular services to the Company or represent yourself as a Company
agent. If, however, the Company so requests, you agree to cooperate fully with the



 









 







Company in connection with any matter with which you were involved prior to the Expiration Date, or
in any litigation or administrative proceedings or appeals (including any preparation therefore)
where the Company believes that your personal knowledge, attendance and participation could be
beneficial to the Company. This cooperation includes, without limitation, participation on behalf
of the Company in any litigation or administrative proceeding brought by any former or existing
Company employees, teams, players, coaches, guests, representatives, agents or vendors. The Company
will pay you for your services rendered under this provision at the rate of $6,800 per day for each
day or part thereof, within 30 days of approved invoice therefore.



Unless the Company determines in good faith that you have committed any malfeasance during your
employment by the Company, the Company agrees that its corporate officers and directors, employees
in its public relations department or third party public relations representatives retained by the
Company will not disparage you or make negative statements in the press or other media which are
damaging to your business or personal reputation. In the event that the Company so disparages you
or makes such negative statements, then notwithstanding the “Additional Understandings” provision
to the contrary, you may make a proportional response thereto.



The Company will provide you with reasonable notice in connection with any cooperation it requires
in accordance with this section and will take reasonable steps to schedule your cooperation in any
such matters so as not to materially interfere with your other professional and personal
commitments. The Company will reimburse you for any reasonable 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
Company with an estimate of such expense before you incur the same.



5. Non-Hire or Solicit




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 the Company), directly or indirectly (whether for your own interest or
any other person or entity’s interest) any then current employee of the Company, or any of its
subsidiaries or affiliates (other than Cablevision and its subsidiaries), until the first
anniversary of the date of your termination of employment with the Company. This restriction does
not apply to any employee who was discharged by the Company. In addition, this restriction will not
prevent you from providing references.



6. Acknowledgements.



You acknowledge that the restrictions contained in this Annex B, in light of the nature of the
Company’s business and your position and responsibilities, are reasonable and necessary to protect
the legitimate interests of the Company. You acknowledge that the Company has no adequate remedy
at law and would be irreparably harmed if you breach or threaten to breach the provisions of this
Annex B, and therefore agree that the Company shall be entitled to injunctive relief, to prevent
any breach or threatened breach of any of those provisions and to specific performance of the terms
of each of such provisions in addition to any other legal or equitable remedy it may have. You
further agree that you will not, in any equity proceeding relating to the



 









 







enforcement of the provisions of this Annex B, raise the defense that the Company has an adequate
remedy at law. Nothing in this Annex B shall be construed as prohibiting the Company from pursuing
any other remedies at law or in equity that it may have or any other rights that it may have under
any other agreement. If it is determined that any of the provisions of this Annex B or any part
thereof, is unenforceable because of the duration or scope (geographic or otherwise) of such
provision, it is the intention of the parties that the duration or scope of such provision, as the
case may be, shall be reduced so that such provision becomes enforceable and, in its reduced form,
such provision shall then be enforceable and shall be enforced.



7. Surviving.



The provisions of this Annex B shall survive any termination of your employment by the Company or
the expiration of the Agreement.



 









 





Annex C

PERFORMANCE OBJECTIVES

(This Annex constitutes part of the Agreement)




One-Time Special Award of Restricted Stock

Performance Objectives




The performance objective for the One Time Special Award of Restricted Stock is Business Unit AOCF
(excludes corporate and LTIP) for any of calendar year 2010, 2011 or 2012 of at least 90% of
Business Unit AOCF (excludes corporate and LTIP) for calendar year 2009 (the “Base Year”).



Business Unit AOCF will be based on actual financial performance, modified to neutralize the impact
of the following items in both the measured year and the Base Year, in each case to the extent not
already contemplated by the 2010 Budget and Plan, as approved in December 2009:




	 	a)	 	acquisitions of businesses (including costs for acquisitions that are not completed, if
any);
	 
	 	b)	 	dispositions of businesses or discontinued businesses, in each case in a manner that
neutralizes the impact of the associated effects on corporate or other expenses that
otherwise would have been allocated to such businesses;
	 
	 	c)	 	changes in GAAP or in the application of GAAP different from what was assumed in the
budget, provided that adjustments will be made only for any such individual to the extent
the change results in a positive or negative variance greater than $5 million;
	 
	 	d)	 	acts of God, terrorism or vandalism;
	 
	 	e)	 	any strike, lock-out or other work-stoppage or similar action
	 
	 	f)	 	a change in timing of the planned renovation of the MSG arena;
	 
	 	g)	 	disputes under or a termination of any affiliation agreement; and
	 
	 	h)	 	charges incurred for career or season ending injuries of players or for waivers or
terminations of players or team personnel.