Exhibit 10.12


 


December 18, 2008


 


Mr. Hank
Ratner,


Cablevision Systems
Corporation,


1111 Stewart Avenue,


Bethpage, NY 11714.


 


	
  Re:

  	
   

  	
  Amendment to Employment
  Arrangements

  



 


Dear Hank:


 


This
letter amends your employment arrangements with Cablevision Systems Corporation
(the “Company”).


 


1.                                      Background


 


The
Company and you had previously entered into an employment agreement dated June 11,
2003 which was amended by letter dated March 2, 2005 (your “Employment Agreement”). That letter made amendments intended
to comply with Section 409A of the Internal Revenue Code of 1986 (“Section 409A”) which may impose an additional tax on
some of the existing benefits and rights to which you could become entitled in
connection with termination of employment or otherwise. Final Regulations
pursuant to Section 409A were promulgated in 2007, and unless we amend
those entitlements to comply with the Final Regulations before the end of 2008,
such additional tax could apply.


 


The
purpose of this letter is to restate and amend these entitlements further to
comply and to ensure the Company does not take any actions that would expose
you to the additional tax.


 


2.                                      General
Amendments


 


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 date of termination or your death or disability (within the meaning of Section 409A);
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 date of termination or your
death or disability (within the meaning of Section 409A).


 


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).  In this regard, you and the
Company agree in good faith to structure the consulting agreement contemplated
by your Employment Agreement, if applicable, in a manner that would not delay
the date that you are considered to have a separation from service (while still
preserving the economic benefits to you of the arrangement).


 


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.


 


3.                                      Specific Effect
on Your Employment Agreement


 


Without
limiting the generality of this letter, Section 2 of this letter will
operate to delay some or all of the payments contemplated by items 1, 2 and 5
of the tenth paragraph of your Employment Agreement.  Any such payments shall be treated as
separate payments for purposes of Section 409A.


 


In addition, notwithstanding
anything to the contrary in your Employment Agreement and for the avoidance of
doubt, after termination of your employment no stock options, conjunctive
rights or awards shall be exercisable after the end of their regularly scheduled
term (as if you had not terminated).


 


4.                                      Rabbi Trust


 


The
Rabbi Trust will be established pursuant to the letter agreement, dated March 2,
2005, between the Company and Mr. James L. Dolan.  However, if the Rabbi Trust has not been
established at the time of your termination of employment, you may select an
institution to serve as the trustee of the Rabbi Trust (so long as the
institution is 


 


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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.


 


5.                                      Other Actions


 


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, including any attorney’s
fees you may incur in enforcing your rights.


 


It is
our intention that the benefits and rights to which you could become entitled
in connection with termination of employment, as amended by this letter, 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).


 


6.                                      General
Provisions


 


This
letter will be governed by and construed in accordance with the law of the State
of New York applicable to contracts made and to be performed entirely within
that State.  This letter may not be
amended or modified other than by a written agreement executed by the parties
or their respective successors and legal representatives.  References in this letter to any statute or
agreement are to the statute or agreement as amended, modified, supplemented or
replaced from time to time (and, in the case of statutes, include any rules,
regulations or guidance promulgated under the statute); references to any
section or paragraph of any statute or agreement include any successor section
or paragraph.  It is the intention that
this letter not be construed more strictly with regard to you or the Company.


 


[The next page is the signature page.]


 


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  CABLEVISION
  SYSTEMS CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/
  James L. Dolan

  
	
   

  	
   

  	
  By:
  James L. Dolan

  
	
   

  	
   

  	
  Title:
  Chief Executive Officer and President

  
	
   

  	
   

  	
   

  
	
  Accepted and agreed:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Hank Ratner

  	
   

  	
   

  
	
  Hank Ratner

  	
   

  	
   

  



 


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