8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):
December 21, 2009

CABLEVISION SYSTEMS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	No. 1-14764	No. 11-3415180
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

CSC HOLDINGS, LLC

(Exact name of registrant as specified in its charter)

Delaware	No. 1-9046	No. 11-2776686
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

1111 Stewart Avenue
Bethpage, New York	11714
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (516) 803-2300

N/A

(Former name or former address, if changed since last report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EX-99.1

EX-99.2

EX-99.3

EX-99.4

EX-99.5

Item 1.01 Entry into a Material Definitive Agreement

Cablevision Systems Corporation (“Cablevision”) and its subsidiary, Madison Square Garden, Inc. (“MSG”), have entered into new employment agreements with James L. Dolan, the President and Chief Executive Officer of Cablevision and the Executive Chairman of MSG, and with Hank J. Ratner, the Vice Chairman of Cablevision and the President and Chief Executive Officer of MSG. In addition, Cablevision has entered into a new employment agreement with Thomas C. Rutledge, its Chief Operating Officer. These agreements are described below. Certain defined terms used in these descriptions are set forth at the end of this Item 1.01.

Employment Agreement with James L. Dolan

If the planned spin-off by Cablevision of MSG is consummated, Mr. Dolan will be the Executive Chairman of MSG and will devote a portion of his business time to that role. He will also retain his position as Cablevision’s President and Chief Executive Officer and will devote most of his business time to that role. In light of Mr. Dolan’s dual responsibilities, on December 24, 2009, Cablevision and MSG each entered into separate employment agreements with Mr. Dolan. These agreements will become effective upon the consummation of the spin-off of MSG.

Cablevision

The new agreement with Mr. Dolan provides for his continued employment as President and Chief Executive Officer of Cablevision through December 31, 2014 at a minimum annual base salary of $1,500,000 (subject to annual review and potential increase in the discretion of Cablevision’s compensation committee) and an annual target bonus equal to 200% of his annual base salary (and a possible range of 0% to 400%) in the discretion of Cablevision’s compensation committee. It is also expected that Mr. Dolan will continue to be nominated for election as a director of Cablevision during the period he serves as President and Chief Executive Officer. Under the agreement, Mr. Dolan continues to be eligible to participate in all Cablevision employee benefits and retirement plans at the level available to other members of senior management of Cablevision, subject to meeting the relevant eligibility requirements and the terms of the plans. Cablevision will also continue to pay the premiums on an existing whole life insurance policy to the extent necessary to provide for payment of the initial targeted death benefit.

Mr. Dolan will also continue to be entitled to participate in Cablevision’s long-term cash or equity programs. For example, in calendar year 2010, Mr. Dolan will be entitled to receive one or more long-term cash and/or equity awards with an aggregate target value of $7,000,000 (less the anticipated annual award amount increase under his outstanding deferred compensation award), as determined in the discretion of Cablevision’s compensation committee. Although not guaranteed, it is currently expected that long-term cash or equity awards of similar aggregate target values will be made to Mr. Dolan annually.

Any continuing service requirements with respect to outstanding long-term cash and equity awards that were granted to Mr. Dolan prior to the effective date of the new agreement will be based solely on his continued services to Cablevision and its affiliates (other than MSG and its subsidiaries). He and Cablevision have acknowledged that any cash payable

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pursuant to any of those awards will be the sole responsibility and liability of Cablevision and that MSG will have no liability to Mr. Dolan with respect to such cash payable.

If, prior to December 31, 2014 (the “Scheduled Expiration Date”), Mr. Dolan’s employment with Cablevision is terminated (i) for any reason by him during the thirteenth calendar month following a Change in Control of Cablevision, (ii) by Cablevision or (iii) by him for Good Reason and at the time of any such termination, Cause does not exist, then, subject to his execution of Cablevision’s then standard separation agreement (modified to reflect the terms of the agreement) which separation agreement will include, without limitation, general releases by him as well as non-competition, non-solicitation, non-disparagement, confidentiality and other provisions substantially similar to those set forth in the agreement (a “Separation Agreement”), Cablevision will provide him with the following benefits and rights:

(a)	A severance payment in an amount determined at the discretion of the Cablevision compensation committee, but in no event less than two times the sum of his annual base salary and annual target bonus;
(b)	Continued payment of premiums on an existing whole life insurance policy on his life to the extent necessary to provide for payment of the initial targeted death benefit under such policy after first applying any associated dividends and surrender of paid up additions;
(c)	Except as provided otherwise in the employment agreement, each of his outstanding long-term cash performance awards granted under the plans of Cablevision will immediately vest in full and will be paid to the same extent that other members of senior management receive payment for such awards as determined by the Cablevision compensation committee (and subject to the satisfaction of any applicable performance objectives) and will be payable at the same time such awards are payable to other members of senior management and in accordance with the terms of the award;
(d)	Each of his outstanding long-term cash awards (including any deferred compensation awards under the long-term cash awards program) that are not subject to performance criteria granted under the plans of Cablevision will immediately vest in full and will be payable to Mr. Dolan on the 90th day after the termination of his employment;
(e)	(i) All of the time based restrictions under the plans of Cablevision on each of the outstanding restricted stock or restricted stock units granted to him will immediately be eliminated, (ii) payment and deliveries with respect to his restricted stock units that are not subject to performance criteria will be made on the 90th day after the termination of his employment, (iii) the performance based restrictions with respect to his restricted stock and restricted stock units that are subject to performance criteria will lapse when and to the same extent that such restrictions lapse on such awards held by other executive officers as determined by the Cablevision compensation committee (subject to satisfaction of any

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	applicable performance objectives) and (iv) the payment and deliveries with respect to his restricted stock units subject to performance criteria will be made at the same time payment and deliveries are made to other executive officers who hold such restricted stock units and in accordance with the terms of the award;
(f)	Each of his outstanding stock options and stock appreciation awards will immediately vest and become exercisable and he will have the right to exercise each of those options and stock appreciation awards for the remainder of the term of such option or award;
(g)	A pro rated annual bonus for the year in which such termination occurred to the same extent that other executive officers receive payment of bonuses for such year as determined by the Cablevision compensation committee in its sole discretion (and subject to the satisfaction of any applicable performance objectives), which pro rata annual bonus will be payable at the same time annual bonuses for such year are payable to other executive officers; and
(h)	All of his (i) long-term cash performance awards and (ii) the unvested portion of his deferred compensation award, in each such case outstanding on the effective date of the agreement, will be subject to the terms of their respective award agreements and the provisions related to his existing employment agreement.

If Mr. Dolan ceases to be an employee of Cablevision or any of its affiliates (other than MSG and its subsidiaries) prior to the Scheduled Expiration Date as a result of his death, his estate or beneficiary will be provided with the benefits and rights set forth in (c) through (h) in the preceding paragraph and have such longer period to exercise his then outstanding stock options and stock appreciation awards as may otherwise be permitted under the applicable plan and award letter. If he ceases to be an employee of Cablevision or any of its affiliates (other than MSG and its subsidiaries) prior to the Scheduled Expiration Date as a result of his physical or mental disability, he will be provided with the benefits and rights set forth in (b) through (h) of the preceding paragraph.

If after the Scheduled Expiration Date, Mr. Dolan’s employment with Cablevision is terminated (i) for any reason by him during the thirteenth calendar month following a Change in Control of Cablevision, (ii) by Cablevision, (iii) by him for Good Reason or (iv) as a result of his 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 his death) his execution of a Separation Agreement, he or his estate or beneficiary, as the case may be, will be provided with the benefits and rights set forth above in (b) through (h) of the next preceding paragraph.

If, prior to or after the Scheduled Expiration Date, Mr. Dolan ceases to be employed by Cablevision for any reason other than his being terminated for Cause, he will have three years to exercise outstanding stock options and stock appreciation awards, unless he is afforded a longer period for exercise pursuant to his employment agreement or any applicable award letter. In no event, however, will stock options or stock appreciation rights remain

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exercisable beyond their regularly scheduled term (except as may otherwise be permitted under the applicable award in the case of death).

Upon the termination of Mr. Dolan’s employment with Cablevision, except as otherwise specifically provided in the employment agreement, his rights to benefits and payments under Cablevision’s pension and welfare plans (other than severance benefits) and any outstanding long-term cash or equity awards will 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.

In this agreement, Cablevision acknowledges that, in addition to Mr. Dolan’s services pursuant to the agreement, he will simultaneously serve, and is expected to devote a portion of his business time and attention to serving, as Executive Chairman of MSG. Cablevision recognizes and agrees that his responsibilities to MSG will preclude him from devoting substantially all of his time and attention to Cablevision’s affairs. The agreement states Cablevision’s recognition that there may be certain potential conflicts of interest and fiduciary duty issues associated with Mr. Dolan’s dual roles at Cablevision and MSG and that none of (i) his dual responsibilities at Cablevision and MSG, (ii) his inability to devote substantially all of his time and attention to Cablevision’s affairs, (iii) the actual or potential conflicts of interest and fiduciary duty issues that are waived in Cablevision’s policy concerning matters related to MSG including responsibilities of overlapping directors and officers, or (iv) any actions taken, or omitted to be taken, by him in good faith to comply with his duties and responsibilities to Cablevision in light of his dual responsibilities to Cablevision and MSG, will be deemed to be a breach by him of his obligations under the employment agreement nor will any of the foregoing constitute Cause as such term is defined in the employment agreement.

The employment agreement contains certain covenants by Mr. Dolan including a noncompetition agreement that restricts Mr. Dolan’s ability to engage in competitive activities until the first anniversary of the termination of his employment with Cablevision.

Madison Square Garden

The new agreement provides for Mr. Dolan’s employment as Executive Chairman of MSG through December 31, 2014 at a minimum annual base salary of $500,000 (subject to annual review and potential increase in the discretion of MSG’s compensation committee) and an annual target bonus equal to 200% of his annual base salary (and a possible range of 0% to 400%) in the discretion of MSG’s compensation committee. It is also expected that Mr. Dolan will continue to be nominated as a director of MSG during the period he serves as Executive Chairman. Under the agreement, Mr. Dolan continues to be eligible to participate in all MSG employee benefits and retirement plans at the level available to other members of senior management of MSG subject to meeting the relevant eligibility requirements and the terms of the plans. In light of Mr. Dolan’s dual role at Cablevision and MSG, he may not meet the eligibility requirements of certain qualified and other plans. In the event Mr. Dolan does not meet the requirements for the Madison Square Garden, L.P. Salary Continuation Plan (short-term disability), any amount that otherwise would have been payable to Mr. Dolan under that plan in the event of a short-term disability will be payable by MSG in the amount and for the duration set forth in the plan. In addition, to the extent that Mr. Dolan does not participate in the Madison Square Garden, L.P. 401(k) Savings Plan and/or

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the Madison Square Garden, L.P. Cash Balance Pension Plan, his full MSG base salary will be used to determine his applicable benefits under the Madison Square Garden, L.P. Excess Savings Plan and/or the Madison Square Garden, L.P. Excess Cash Balance Plan. Any life and accidental death and dismemberment insurance provided by MSG will continue to be based on Mr. Dolan’s base salary.

Mr. Dolan will also be eligible to participate in MSG long-term cash or equity programs and arrangements of MSG at the level determined by the MSG compensation committee in its discretion consistent with the role and responsibilities of Executive Chairman. For example, in calendar year 2010, Mr. Dolan will be entitled to receive one or more long-term cash and/or equity awards with an aggregate target value of $1,750,000, as determined by the MSG compensation committee in its discretion. Although not guaranteed, it is currently expected that long-term cash or equity awards of similar target values will be made to him annually.

If, prior to December 31, 2014 (the “Scheduled Expiration Date”), Mr. Dolan’s employment with MSG is terminated (i) for any reason by him during the thirteenth calendar month following a Change in Control of MSG, (ii) by MSG or (iii) by him for Good Reason, and at the time of any such termination Cause does not exist, then, subject to his execution of a Separation Agreement with MSG, MSG will provide him with the following benefits and rights:

(a)	A severance payment in an amount determined at the discretion of the MSG compensation committee, but in no event less than two times the sum of his annual base salary and annual target bonus and will be made on the 90th day after the termination of his employment;
(b)	Each of MSG’s outstanding long-term cash performance awards granted under the plans of MSG will immediately vest in full and will be paid to the same extent that other members of senior management receive payment for such awards as determined by the MSG compensation committee (subject to the satisfaction of any applicable performance objectives);
(c)	Each of his 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 MSG will immediately vest in full and will be made on the 90th day after the termination of his employment;
(d)	(i) All of the time based restrictions on each of his outstanding restricted stock or restricted stock units granted to him under the plans of MSG will immediately be eliminated, (ii) payment and deliveries with respect to his restricted stock that are not subject to performance criteria will be made on the 90th day after the termination of his employment, (iii) the performance based restrictions with respect to his restricted stock and restricted stock units that are subject to performance criteria will lapse when and to the same extent that such restrictions lapse on such awards held by other executive officers as determined by the MSG compensation committee (subject to satisfaction of any applicable

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	performance objectives) and (iv) payments or deliveries with respect to restricted stock units that are subject to performance criteria will be made only if, when and to the same extent that payment or deliveries are made to other executive officers who hold such restricted stock units and in accordance with the terms of the award;
(e)	Each of his outstanding stock options and stock appreciation awards under the plans of MSG will immediately vest and become exercisable and he will have the right to exercise each of those options and stock appreciation awards for the remainder of the term of the option or award; and
(f)	A prorated annual bonus for the year in which such termination occurred only to the same extent that other executive officers receive payment of bonuses for such year as determined by the MSG compensation committee in its sole discretion (and subject to the satisfaction of any applicable performance objectives).

If Mr. Dolan ceases to be an employee of MSG or any of its affiliates (other than Cablevision and its subsidiaries) prior to the Scheduled Expiration Date as a result of his death or physical or mental disability, Mr. Dolan (or his estate or beneficiary) will be provided with the benefits and rights set forth in (b) through (f) of the preceding paragraph, and, in the event of his death, such longer period to exercise his then outstanding stock options and stock appreciation awards as may otherwise be permitted under the applicable plan and award letter.

If, after the Scheduled Expiration Date, Mr. Dolan’s employment with MSG is terminated (i) for any reason by him during the thirteenth calendar month following a Change in Control of MSG, (ii) by MSG, (iii) by him for Good Reason, or (iv) as a result of his death or disability, and at the time of any such termination, Cause does not exist, then, subject to (except in the case of his death) his execution of a Separation Agreement, he or his estate or beneficiary, as the case may be, will be provided with the benefits and rights set forth above in (b) through (f) of the next preceding paragraph.

If, prior to or after the Scheduled Expiration Date, Mr. Dolan ceases to be employed by MSG for any reason other than his being terminated for Cause, he will have three years to exercise outstanding stock options and stock appreciation awards, unless he is afforded a longer period for exercise pursuant to his employment agreement or any applicable award letter. In no event, however, will stock options or stock appreciation rights remain exercisable beyond their regularly scheduled term (except as may otherwise be permitted under the applicable award in the case of death).

Upon the termination of Mr. Dolan’s employment with MSG, except as otherwise specifically provided in the employment agreement, his rights to benefits and payments under the

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MSG pension and welfare plans (other than severance benefits) and any outstanding long-term cash or equity awards will 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.

In the employment agreement, MSG acknowledges that, in addition to Mr. Dolan’s services pursuant to the agreement, he will simultaneously serve, and is expected to devote most of his business time and attention to serving, as President and Chief Executive Officer of Cablevision. MSG recognizes and agrees that his responsibilities to Cablevision will preclude him from devoting a substantial portion of his time and attention to MSG’s affairs. The agreement states MSG’s recognition that there may be certain potential conflicts of interest and fiduciary duty issues associated with Mr. Dolan’s dual roles at MSG and Cablevision and that none of (i) his dual responsibilities at MSG and Cablevision, (ii) his inability to devote a substantial portion of his time and attention to MSG’s affairs, (iii) the actual or potential conflicts of interest and fiduciary duty issues that are waived in MSG’s certificate of incorporation, or (iv) any actions taken, or omitted to be taken, by him in good faith to comply with his duties and responsibilities to MSG in light of his dual responsibilities to MSG and Cablevision, will be deemed to be a breach by him of his obligations under the employment agreement nor will any of the foregoing constitute Cause as such term is defined in the employment agreement.

The employment agreement contains certain covenants by Mr. Dolan including a noncompetition agreement that restricts Mr. Dolan’s ability to engage in competitive activities until the first anniversary of the termination of his employment with MSG.

Employment Agreement with Thomas C. Rutledge

The new agreement with Mr. Rutledge provides for his continued employment as Chief Operating Officer of Cablevision through December 31, 2014 at a minimum annual base salary of $1,638,000 (subject to annual review and potential increase in the discretion of Cablevision’s compensation committee) and an annual target bonus equal to 200% of his annual base salary (and with a range of 0% to 400%), in the discretion of Cablevision’s compensation committee. He will also be entitled to participate in all employee benefits and future long-term cash and equity programs and arrangements at the level available to senior management of Cablevision. For example, in calendar year 2010, Mr. Rutledge will be entitled to receive one or more long-term cash and/or equity awards with an aggregate target value of $6,800,000 (less the amount that is added to the award amount under Mr. Rutledge’s outstanding deferred compensation award), as determined in the discretion of Cablevision’s compensation committee.

Mr. Rutledge will receive, within 10 days after the execution of the new agreement, a one-time special payment of $7,750,000 (the “Special Cash Award”). If his employment with Cablevision is terminated prior to December 31, 2012, other than in a circumstance described in the next following paragraph, he will be required to repay Cablevision an amount equal to the product of $7,750,000 multiplied by a fraction, the numerator of which is 36 less the number of whole calendar months commencing with January 1, 2010 and ending on the date on which his employment terminated, and the denominator of which is 36.

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In addition to his eligibility for a regular grant of equity and/or cash long-term incentives in 2010, he will also receive a one-time special award of shares of Cablevision restricted Class A Common Stock with a target value of $10,750,000 (the “Special Stock Award”). The Special Stock Award will be made no later than March 31, 2010. The Special Stock Award will be subject to the same terms, including risk of forfeiture, reflected in Cablevision’s current standard form restricted stock agreement, except that the forfeiture restrictions on the shares subject to the Special Stock Award will expire with respect to two-thirds of the shares on December 15, 2010 and with respect to the remaining one-third of the shares on December 15, 2011, provided, that on each such date, the restrictions will expire only to the extent the performance objectives set forth in the agreement have been met. If Mr. Rutledge’s employment with Cablevision is terminated after December 15, 2010, and before December 15, 2011, other than in a circumstance described in the next paragraph, he must return to Cablevision a cash payment equal to the value of the number of shares of the Cablevision Class A Common Stock equal to the product of (x) the number of gross shares of Cablevision Class A Common Stock with respect to which the forfeiture restrictions expired on December 15, 2010, multiplied by (y) a fraction, the numerator of which is 12 less the number of monthly anniversaries of December 15, 2010 through and including December 15, 2011 that he was employed by Cablevision, and the denominator of which is 12.

If Mr. Rutledge’s employment with Cablevision is terminated (1) for any reason by him during the thirteenth calendar month following a Change in Control of Cablevision, (2) by Cablevision, (3) by him for Good Reason, or (4) as a result of his death or physical or mental disability, and at the time of any such termination, Cause does not exist, then, subject to (except in the case of his death) his execution of a Separation Agreement, (i) the forfeiture restrictions on the shares subject to the Special Stock Award shall immediately expire; provided, however, other than in the case of death, such shares will remain subject to meeting the performance objectives set forth in the agreement, and (ii) he will not be required to repay to Cablevision any portion of the Special Cash Award or Special Stock Award.

If, on or prior to December 31, 2014 (the “Scheduled Expiration Date”), Mr. Rutledge’s employment is terminated by Cablevision, by him for Good Reason or as a result of his death or physical or mental disability, and at the time of any such termination, Cause does not exist, subject (except in the case of his death) to his execution of a Separation Agreement, Mr. Rutledge or his estate or beneficiary, as the case may be, will remain eligible to receive a pro rated annual bonus for the year in which the termination occurred if, when and to the same extent that other similarly situated executives receive payment of bonuses for such year as determined by the Cablevision compensation committee (subject to the satisfaction of any applicable performance objectives). Mr. Rutledge will similarly remain eligible for a 2014 annual bonus (if not yet paid) in connection with these types of employment terminations after 2014.

All of Mr. Rutledge’s cash performance awards outstanding on the date of the agreement (“Outstanding Cash Performance Awards”) and the unvested portion of his deferred

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compensation award outstanding on the date of the agreement will continue to be subject to the terms of the respective award agreements and to the provisions related to those awards in his prior employment agreement.

Subject to the treatment of the Special Cash Award, the Special Stock Award and the Outstanding Cash Performance Award described above, all of Mr. Rutledge’s equity and long-term awards, to the extent unvested, unexercisable and/or unearned, (i) will automatically be forfeited upon the termination of his employment with Cablevision for any reason, including without limitation, as a result of his death, disability, retirement, termination by Cablevision with or without Cause or termination by Mr. Rutledge with or without Good Reason, and (ii) will not be subject to any accelerated or special vesting or become earlier exercisable or earned as a result of any corporate transaction such as a change-in-control or going private transaction.

If, prior to the Scheduled Expiration Date, Mr. Rutledge ceases to be an employee of Cablevision or any of its affiliates for any reason other than as a result of his being terminated by Cablevision for Cause or as a result of his death or physical or mental disability, he will have until the third anniversary of the termination of his employment to exercise any then outstanding vested stock options and stock appreciation rights, unless he is afforded a longer period for exercise pursuant to an applicable award letter. If he ceases to be an employee of Cablevision or any of its affiliates prior to the Scheduled Expiration Date as a result of his death or physical or mental disability, he (or his estate or beneficiary) will have the right to exercise his then outstanding vested and exercisable stock options and stock appreciation awards through the later of (i) the Scheduled Expiration Date, and (ii) the third anniversary of the termination of his employment. In no event, however, will stock options or stock appreciation rights remain exercisable beyond their regularly scheduled term (except as may otherwise be permitted under the applicable award in the case of death).

To provide Mr. Rutledge with an additional retirement benefit, Cablevision will establish, and credit $15 million to, a special bookkeeping account for his benefit (the “Retirement Account”). Upon a Qualifying Termination of his employment, then, subject to (except in the case of his death) his execution of a Separation Agreement, Cablevision will provide him or his estate or beneficiary, as the case may be, a lump sum payment equal to the balance of the Retirement Account on the 90th day following such termination of his employment. Mr. Rutledge’s right to be paid the balance of the Retirement Account will be forfeited upon a termination of his employment that is not a Qualifying Termination. The Retirement Account will be credited quarterly to reflect interest based on one-year LIBOR.

Upon the termination of Mr. Rutledge’s employment with Cablevision, his rights to benefits and payments under Cablevisions’ pension and welfare plans (other than severance benefits) will be determined in accordance with the then current terms and provisions of such plans.

The employment agreement contains certain covenants by Mr. Rutledge including a noncompetition agreement that restricts Mr. Rutledge’s ability to engage in competitive activities until the first anniversary of the termination of his employment with Cablevision.

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Employment Agreements with Hank J. Ratner

If the planned spin-off by Cablevision of MSG is consummated, Mr. Ratner will be the President and Chief Executive Officer of MSG. It is expected that Mr. Ratner will devote a majority of his time to his role at MSG but he will also retain his position as Cablevision’s Vice Chairman and will devote a portion of his time to that role. In light of Mr. Ratner’s dual responsibilities, on December 21, 2009, Cablevision and MSG each entered into separate employment agreements with Mr. Ratner. These agreements will become effective upon the consummation of the spin-off of MSG. Cablevision and Mr. Ratner have also agreed to extend the expiration date of his current employment agreement with Cablevision until the earlier of March 31, 2010 or the date of the spin-off.

Cablevision

The new agreement with Mr. Ratner provides for his continued employment as Vice Chairman of Cablevision through December 31, 2014 at a minimum annual base salary of $500,000 (subject to annual review and potential increase in the discretion of Cablevision’s compensation committee) and an annual target bonus equal to 200% of his annual base salary (and a possible range of 0% to 400%) in the discretion of Cablevision’s compensation committee. Under the agreement, Mr. Ratner continues to be eligible to participate in all Cablevision employee benefits and retirement plans at the level available to other members of senior management of Cablevision, subject to meeting the relevant eligibility requirements and the terms of the plans. In light of Mr. Ratner’s dual role at Cablevision and MSG, he may not meet the eligibility requirements of certain qualified and other plans. In the event Mr. Ratner does not meet the requirements for the Cablevision ChoicePlus Salary Continuation Plan (short-term disability), any amount that otherwise would have been payable to Mr. Ratner under that plan in the event of a short-term disability will be payable by Cablevision in the amount, at the times, and for the duration set forth in the plan. In addition, to the extent that Mr. Ratner does not participate in the Cablevision 401(k) Savings Plan and/or Cablevision Excess Cash Balance Pension Plan, his full Cablevision base salary will be used to determine his applicable benefits under these plans. Any life and accidental death and dismemberment insurance provided by Cablevision will continue to be based on Mr. Ratner’s base salary.

Mr. Ratner will also continue to be entitled to participate in Cablevision’s long-term cash or equity programs. For example, in calendar year 2010, Mr. Ratner will be entitled to receive one or more long-term cash and/or equity awards with an aggregate target value of $1,400,000 (less the anticipated annual award amount increase under his outstanding deferred compensation award), as determined in the discretion of Cablevision’s compensation committee. For so long as Mr. Ratner’s deferred compensation award remains outstanding, the annual award amount increase will be $150,000 (instead of 20% of his base salary). Cablevision has agreed that neither the scheduled expiration of the agreement nor Mr. Ratner’s rights in connection with the expiration will have any effect on any determination by the Cablevision compensation committee with respect to the amount, terms or form of any long-term incentive awards granted to him in the future.

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In addition to Mr. Ratner’s eligibility for the grant of equity and/or cash long-term incentives in 2010, he will also receive a one-time special award of shares of restricted Cablevision Class A Common Stock with a target value of $1,750,000 (the “Special Stock Award”). The Special Stock Award will be made no later than March 31, 2010. The Special Stock Award will be subject to the same terms reflected in Cablevision’s current standard form restricted stock agreement, with the forfeiture restrictions on all of the shares expiring on the third anniversary of the grant ( i.e., 3-year cliff vesting).

Any continuing service requirements with respect to outstanding long-term cash and equity awards that were granted to Mr. Ratner prior to the effective date of the new agreement will be based solely on his continued services to Cablevision and its affiliates (other than MSG and its subsidiaries). He and Cablevision have acknowledged that any cash payable pursuant to any of those awards will be the sole responsibility and liability of Cablevision and that MSG will have no liability to Mr. Ratner with respect to such cash payable.

If, prior to December 31, 2014 (the “Scheduled Expiration Date”), Mr. Ratner’s employment with Cablevision is terminated (i) for any reason by him during the thirteenth calendar month following a Change in Control of Cablevision, (ii) by Cablevision, (iii) by him for Good Reason or (iv) by Mutual Consent, and at the time of any such termination described above, Cause does not exist, then, subject to his execution of a Separation Agreement with Cablevision (modified to reflect the terms of his employment agreement) Cablevision will provide him with the following benefits and rights:

(a)	A severance payment in an amount determined at the discretion of the Cablevision compensation committee, but in no event less than two times the sum of his annual base salary and annual target bonus;
(b)	Continued payment of premiums on certain existing whole life insurance policies on his life to the extent necessary to provide for payment of the initial targeted death benefit under each such policy after first applying any associated dividends and surrender of paid up additions;
(c)	Each of his outstanding long-term cash awards will immediately vest in full (whether or not subject to performance criteria) and will be made on the 90th day after the termination of his employment, provided, that if any such award is subject to any performance criteria, then (i) if the measurement period for such performance criteria had not yet been fully completed, then the payment amount will be at the target amount for such award and (ii) if the measurement period for such performance criteria had already been fully completed, then the payment amount of such award will be to the same extent that other similarly situated executives receive payment as determined by the Cablevision compensation committee (subject to the satisfaction of the applicable performance criteria);
(d)	(i) All of the restrictions on each of the outstanding restricted stock or restricted stock units granted to him will immediately be eliminated, (ii) deliveries with

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	respect to his restricted stock will be made immediately after the effective date of the Separation Agreement, and (iii) payments or deliveries with respect to his restricted stock units, will be made on the 90th day after the termination of his employment;
(e)	Each of his outstanding stock options and stock appreciation awards will immediately vest and become exercisable and he will 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 target bonus for the year in which such termination occurred will be made on the 90th day after the termination of his employment.

If Mr. Ratner’s employment is terminated as described in this paragraph, but such employment is terminated pursuant to clause 1(H) of the definition of Good Reason, then he will not be entitled to the payment set forth in (a) above.

If Mr. Ratner ceases to be an employee of Cablevision or any of its affiliates (other than MSG and its subsidiaries) prior to the Scheduled Expiration Date as a result of his death, his estate or beneficiary will be provided with the benefits and rights set forth in (c) through (f) in the preceding paragraph and have such longer period to exercise his then outstanding stock options and stock appreciation awards as may otherwise be permitted under the applicable plan and award letter. If he ceases to be an employee of Cablevision or any of its affiliates (other than MSG and its subsidiaries) prior to the Scheduled Expiration Date as a result of his physical or mental disability, he will be provided with the benefits and rights set forth in (b) through (f) of the preceding paragraph.

If after the Scheduled Expiration Date, Mr. Ratner’s employment with Cablevision is terminated (i) for any reason by him during the thirteenth calendar month following a Change in Control of Cablevision, (ii) by Cablevision, (iii) by him for Good Reason, (iv) by him without Good Reason but only if he had provided Cablevision with at least six months advance written notice of his intent to so terminate his employment, or (v) as a result of his 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 his death) his execution of a Separation Agreement, he or his estate or beneficiary, as the case may be, will be provided with the benefits and rights set forth above in (b) through (g) of the next preceding paragraph, provided that if his employment is terminated as a result of his death, his estate or beneficiary will not be entitled to the continuation of premium payments benefits set forth in (b) of that paragraph.

If, prior to or after the Scheduled Expiration Date, Mr. Ratner ceases to be employed by Cablevision for any reason other than his being terminated for Cause, he will have three years to exercise outstanding stock options and stock appreciation awards, unless he is afforded a longer period for exercise pursuant to his employment agreement or any applicable award letter. In no event, however, will stock options or stock appreciation rights remain exercisable beyond their regularly scheduled term (except as may otherwise be permitted under the applicable award in the case of death).

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To provide Mr. Ratner with an additional retirement benefit, Cablevision will establish, and credit $15 million as of the effective date of the employment agreement to, a notional bookkeeping account for his benefit (the “Retirement Account”). Upon a Qualifying Termination of his employment, whether before, on or after the Scheduled Expiration Date, then, subject to (except in the case of his death) his execution of a Separation Agreement, Cablevision will provide him or his estate or beneficiary, as the case may be, a lump sum payment equal to the balance of the Retirement Account (as adjusted below) on the 90th day following such termination of his employment. His right to be paid the balance of the Retirement Account will be forfeited upon a termination of his employment that is not a Qualifying Termination. The Retirement Account will be credited quarterly to reflect interest based on one-year LIBOR. If upon the termination of his employment there is a good faith dispute between him and Cablevision as to whether the termination is a Qualifying Termination, Cablevision will pay the balance of the Retirement Account to a trust pending the final unappealable resolution of the dispute.

Upon the termination of Mr. Ratner’s employment with Cablevision, except as described above, his rights to benefits and payments under Cablevision’s pension and welfare plans (other than severance benefits) and any outstanding long-term cash or equity awards will 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.

In this agreement, Cablevision acknowledges that, in addition to Mr. Ratner’s services pursuant to the agreement, he will simultaneously serve, and is expected to devote most of his business time and attention to serving, as President and Chief Executive Officer of MSG. Cablevision recognizes and agrees that his responsibilities to MSG will preclude him from devoting a substantial portion of his time and attention to Cablevision’s affairs. The agreement states Cablevision’s recognition that there may be certain potential conflicts of interest and fiduciary duty issues associated with Mr. Ratner’s dual roles at Cablevision and MSG and that none of (i) his dual responsibilities at Cablevision and MSG, (ii) his inability to devote a substantial portion of his time and attention to Cablevision’s affairs, (iii) the actual or potential conflicts of interest and fiduciary duty issues that are waived in Cablevision’s policy concerning matters related to Madison Square Garden, Inc. including responsibilities of overlapping directors and officers, or (iv) any actions taken, or omitted to be taken, by him in good faith to comply with his duties and responsibilities to Cablevision in light of his dual responsibilities to Cablevision and MSG, will be deemed to be a breach by him of his obligations under the employment agreement nor will any of the foregoing constitute Cause as such term is defined in the employment agreement.

The employment agreement contains certain covenants by Mr. Ratner including a noncompetition agreement that restricts Mr. Ratner’s ability to engage in competitive activities until the first anniversary of the termination of his employment with Cablevision.

Madison Square Garden

The new agreement provides for Mr. Ratner’s employment as President and Chief Executive Officer of MSG through December 31, 2014 at a minimum annual base salary of

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$1,200,000 (subject to annual review and potential increase in the discretion of MSG’s compensation committee) and an annual target bonus equal to 200% of his annual base salary (and a possible range of 0% to 400%) in the discretion of MSG’s compensation committee. He will be entitled to participate in all MSG’s employee benefits and retirement plans at the level available to other members of senior management (subject to meeting the relevant eligibility requirements and terms of the plans). Mr. Ratner will also be eligible to participate in MSG long-term cash or equity programs. For example, in calendar year 2010, Mr. Ratner will be entitled to receive one or more long-term cash and/or equity awards with an aggregate target value of $5,400,000, as determined by the MSG compensation committee in its discretion. Although not guaranteed, it is currently expected that long-term cash or equity awards of similar target values will be made to him annually. Neither the scheduled expiration of the agreement nor Mr. Ratner’s rights in connection with the expiration will have any effect on any determination by the MSG compensation committee with respect to the amount, terms or form of any long-term incentive awards granted to him in the future.

In addition to Mr. Ratner’s eligibility for the grant of equity and/or cash long-term incentives in 2010, he 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 MSG compensation committee, with an aggregate target value of $4,750,000, all as to be determined by the MSG compensation committee in its discretion (the “Special Equity Award”). The Special Equity Award will be made no later than March 31, 2010. The Special Equity Award will 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 will expire on the third anniversary of the grant, and 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 the employment agreement.

If, prior to December 31, 2014 (the “Scheduled Expiration Date”), Mr. Ratner’s employment with MSG is terminated (i) for any reason by him during the thirteenth calendar month following a Change in Control of MSG, (ii) by MSG, (iii) by him for Good Reason, or (iv) by Mutual Consent, and at the time of any such termination Cause does not exist, then, subject to his execution of a Separation Agreement with MSG), MSG will provide him with the following benefits and rights:

(a)	A severance payment in an amount determined at the discretion of the MSG compensation committee, but in no event less than two times the sum of his annual base salary and annual target bonus;
(b)	Each of MSG’s outstanding long-term cash performance awards granted under the plans of MSG will immediately vest in full and will be paid only if, when and to the same extent that other similarly situated executives receive payment for such awards as determined by the MSG compensation committee (subject to the satisfaction of any applicable performance objectives);

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(c)	Each of his 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 MSG will immediately vest in full and will be payable to him on the 90th day after the termination of his employment;
(d)	(i) All of the time based restrictions on each of his outstanding restricted stock or restricted stock units granted to him under the plans of MSG will immediately be eliminated, (ii) deliveries with respect to his restricted stock that are not subject to performance criteria will be made immediately after the effective date of the Separation Agreement, (iii) payment and deliveries with respect to his restricted stock units that are not subject to performance criteria will be made on the 90th day after the termination of his employment, and (iv) payments or deliveries with respect to his restricted stock and restricted stock units that are subject to performance criteria will 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 MSG compensation committee (subject to satisfaction of any applicable performance objectives);
(e)	Each of his outstanding stock options and stock appreciation awards under the plans of MSG will immediately vest and become exercisable and he will have the right to exercise each of those options and stock appreciation awards for the remainder of the term of the option or award; and
(f)	A prorated annual bonus for the year in which such termination occurred only if, when and to the same extent that other similarly situated executives receive payment of bonuses for such year (without adjustment for Mr. Ratner’s individual performance) as determined by the MSG compensation committee in its sole discretion (and subject to the satisfaction of any applicable performance objectives) and, if not previously paid, his 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 his individual performance) as determined by the MSG compensation committee in its sole discretion (and subject to the satisfaction of any applicable performance objectives).

If Mr. Ratner ceases to be an employee of MSG or any of its affiliates (other than Cablevision and its subsidiaries) prior to the Scheduled Expiration Date as a result of his death or physical or mental disability, Mr. Ratner (or his estate or beneficiary) will be provided with the benefits and rights set forth in (b) through (f) of the preceding paragraph, and, in the event of his death, such longer period to exercise his then outstanding stock options and stock appreciation awards as may otherwise be permitted under the applicable plan and award letter.

If, after the Scheduled Expiration Date, Mr. Ratner’s employment with MSG is terminated (i) for any reason by him during the thirteenth calendar month following a Change in Control of MSG, (ii) by MSG, (iii) by him for Good Reason, (iv) by him without Good Reason

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but only if he had provided MSG with at least six months advance written notice of his intent to so terminate his employment, or (v) as a result of his death or disability, and at the time of any such termination, Cause does not exist, then, subject to (except in the case of his death) his execution of a Separation Agreement, he or his estate or beneficiary, as the case may be, will be provided with the benefits and rights set forth above in (b) through (f) of the next preceding paragraph.

If, prior to or after the Scheduled Expiration Date, Mr. Ratner ceases to be employed by MSG for any reason other than his being terminated for Cause, he will have three years to exercise outstanding stock options and stock appreciation awards, unless he is afforded a longer period for exercise pursuant to his employment agreement or any applicable award letter. In no event, however, will stock options or stock appreciation rights remain exercisable beyond their regularly scheduled term (except as may otherwise be permitted under the applicable award in the case of death).

Upon the termination of Mr. Ratner’s employment with MSG, except as otherwise specifically provided in the employment agreement, his rights to benefits and payments under the MSG pension and welfare plans (other than severance benefits) and any outstanding long-term cash or equity awards will 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.

The agreement provides that MSG will provide Mr. Ratner with the use of a driver and a car appropriate to his status and responsibilities.

In the agreement, MSG acknowledges that, in addition to Mr. Ratner’s services pursuant to the agreement, he will simultaneously serve, and is expected to devote a portion of his business time and attention to serving, as Vice Chairman of Cablevision. MSG recognizes and agrees that his responsibilities to Cablevision will preclude him from devoting all of his time and attention to MSG’s affairs. The agreement states MSG’s recognition that there may be certain potential conflicts of interest and fiduciary duty issues associated with Mr. Ratner’s dual roles at MSG and Cablevision and that none of (i) his dual responsibilities at MSG and Cablevision, (ii) his inability to devote all of his time and attention to MSG’s affairs, (iii) the actual or potential conflicts of interest and fiduciary duty issues that are waived in MSG’s certificate of incorporation, or (iv) any actions taken, or omitted to be taken, by him in good faith to comply with his duties and responsibilities to MSG in light of his dual responsibilities to MSG and Cablevision, will be deemed to be a breach by him of his obligations under the employment agreement nor will any of the foregoing constitute Cause as such term is defined in the employment agreement.

The employment agreement contains certain covenants by Mr. Ratner including a noncompetition agreement that restricts Mr. Ratner’s ability to engage in competitive activities until the first anniversary of the termination of his employment with MSG.

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Certain Definitions

For purposes of the foregoing descriptions of the employment agreements of James L. Dolan, Thomas C. Rutledge and Hank J. Ratner the following definitions apply, as applicable. Except as noted, the definitions are the same in all agreements.

“Cause” is defined as (1) 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 (2) 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 any felony.

“Change in Control” of Cablevision 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 Cablevision, of (1) the power to direct the management of substantially all the cable television systems then owned by Cablevision in the New York City Metropolitan Area (as defined) or (2) after any fiscal year of Cablevision in which all the systems referred to in clause (1) will have contributed in the aggregate less than a majority of the net revenues of Cablevision and its consolidated subsidiaries, the power to direct the management of Cablevision and its consolidated subsidiaries, the power to direct the management of Cablevision or substantially all its assets.

“Change in Control” of MSG 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 MSG, of the power to direct the management of MSG or substantially all its assets (as constituted immediately prior to such transaction or transactions).

“Mutual Consent” means the employee and the company have mutually agreed in writing to terminate the employee’s employment with the company and that such termination of employment will not constitute a termination by the company with or without Cause or by the employee with or without Good Reason.

A “Qualifying Termination” of Mr. Rutledge’s employment means any termination of his employment with Cablevision (1) for any reason by Mr. Rutledge during the thirteenth calendar month following a Change in Control of Cablevision, (2) by Cablevision, (3) by him on or prior to December 31, 2014 for Good Reason, (4) by him after December 31, 2014 without Good Reason if he provides Cablevision with at least six months advance written notice of his intent to so terminate his employment or (5) as a result of his death or physical or mental disability, provided that, at the time of any such termination prior to December 31, 2014, Cause does not exist.

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A “Qualifying Termination” of Mr. Ratner’s employment with Cablevision means any termination of Mr. Ratner’s employment with Cablevision (1) for any reason by him during the thirteenth calendar month following a Change in Control of Cablevision, (2) by Cablevision, (3) by him for Good Reason or (4) by him after December 31, 2014 without Good Reason if he provides Cablevision with at least six months advance written notice of his intent to so terminate his employment, (5) as a result of his death or physical or mental disability, or (6) as a result of Mutual Consent, provided that at the time of any such termination described in this definition prior to December 31, 2014, Cause does not exist.

Termination for “Good Reason” in Mr. Dolan’s employment agreement with MSG means that (1) without Mr. Dolan’s consent, (A) Mr. Dolan’s base salary or bonus target is reduced, (B) MSG requires that Mr. Dolan’s principal office be located outside of Nassau County or Manhattan, (C) MSG materially breaches its obligations to Mr. Dolan under his employment agreement, (D) Mr. Dolan is no longer the Executive Chairman of MSG, (E) Mr. Dolan no longer reports directly to the Board of Directors of the MSG, or (F) Mr. Dolan’s responsibilities are materially diminished, (2) Mr. Dolan has given MSG written notice, referring specifically to this definition, that he does not consent to such action, (3) MSG has not corrected such action within 15 days of receiving such notice, and (4) Mr. Dolan voluntarily terminates his employment within 90 days following the happening of the action described in subsection (1) of this definition.

Termination for “Good Reason” in Mr. Dolan’s employment agreement with Cablevision means that (1) without Mr. Dolan’s consent, (A) Mr. Dolan’s base salary or bonus target is reduced, (B) Cablevision requires that Mr. Dolan’s principal office be located outside of Nassau County or Manhattan, (C) Cablevision materially breaches its obligations to Mr. Dolan under his employment agreement, (D) Mr. Dolan is no longer the Chief Executive Officer of Cablevision , (E) Mr. Dolan no longer reports directly to the Chairman of the Board of Directors of the Cablevision , or (F) Mr. Dolan’s responsibilities are materially diminished, (2) Mr. Dolan has given Cablevision written notice, referring specifically to this definition, that he does not consent to such action, (3) Cablevision has not corrected such action within 15 days of receiving such notice, and (4) Mr. Dolan voluntarily terminates his employment within 90 days following the happening of the action described in subsection (1) of this definition.

Termination for “Good Reason” in Mr. Rutledge’s employment agreement means that (1) without Mr. Rutledge’s consent, (A) Mr. Rutledge’s base salary or bonus target as an employee is reduced, (B) Cablevision requires that Mr. Rutledge’s principal office be located outside of Nassau County or Manhattan, (C) Cablevision materially breaches its obligations to Mr. Rutledge under the employment agreement, (D) Mr. Rutledge is no longer the Chief Operating Officer of Cablevision, (E) Mr. Rutledge reports directly to someone other than the Chairman of the Board of Directors of Cablevision or the Chief Executive Officer of Cablevision, or (F) Mr. Rutledge’s responsibilities are materially diminished, (2) Mr. Rutledge has given Cablevision written notice, referring specifically to this definition, that he does not consent to such action, (3) Cablevision has not corrected such action within 15 days of receiving such notice, and (4) Mr. Rutledge voluntarily terminates his employment within 90 days following the happening of the action described in subsection (1) of this definition.

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

Termination for “Good Reason” in Mr. Ratner’s Cablevision employment agreement means that (1) without Mr. Ratner’s consent, (A) his base salary or bonus target as an employee is reduced, (B) prior to December 31, 2014, the aggregate target value of his awards (as determined in good faith by the Cablevision compensation committee at the time of grant and including the anticipated annual award amount increase under his outstanding deferred compensation award with respect to the year) under the long-term cash or equity programs and arrangements of Cablevision is less than $1.4 million, unless such reduction in value is in proportion to the reduction in the aggregate target values of the awards granted for such year to all of named executive officers listed in Cablevision’s proxy statement relating to the immediately preceding year that are still full-time executive officers at the time of such reduction, (C) Cablevision requires that his principal office be located outside of Nassau County or Manhattan, (D) Cablevision materially breaches its obligations to Mr. Ratner under this Agreement, (E) he is no longer the Vice Chairman of Cablevision, (F) he reports directly to someone other than the Chairman of the Board of Directors of Cablevision or, provided that James L. Dolan is the Chief Executive Officer of Cablevision, the Chief Executive Office of Cablevision, (G) his responsibilities immediately after the effective date of the employment agreement are thereafter materially diminished, or (H) if (i) prior to December 31, 2014, his employment with MSG is terminated by MSG without “Cause” or by him for “Good Reason” (as Cause and Good Reason are defined in his MSG employment agreement), (ii) he has been unable to find a position with another company that (a) is comparable in responsibility, stature and compensation to his position at MSG, and (b) would accommodate his continuing responsibilities at Cablevision under this Agreement, despite a good faith effort to find such a position over the 30-day period following such termination of his employment with MSG and he provides prompt notice thereof to Cablevision, and (iii) within 15 days of Cablevision’s receipt of such notice, Cablevision fails to offer him full-time employment with Cablevision with (x) responsibility comparable to that which he had at Cablevision prior to the spin-off and (y) an annual base salary of no less than $1,638,000, a target annual bonus of no less than 200% of his annual base salary, and an opportunity to receive future grants under the long-term cash or equity programs and arrangements at the level available to senior management of Cablevision, (2) he had given Cablevision written notice, referring specifically to this definition, that he did not consent to such action (including the failure by Cablevision to make an employment offer in the case of clause (H) above), (3) Cablevision has not corrected such action within 15 days of

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receiving such notice, and (4) he voluntarily terminates his employment within 90 days following the happening of the action described in subsection (1) of this definition.

* * *

The employment agreements with Messrs. Dolan, Rutledge and Ratner have been filed as exhibits to this Current Report on Form 8-K and the descriptions of those agreements contained herein are qualified in their entirety by reference to those agreements which are incorporated into this Item 1.01 by reference.

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Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Employment Agreement, dated as of December 24, 2009, between Cablevision Systems Corporation and James L. Dolan.

99.2 Employment Agreement, dated as of December 24, 2009, between Madison Square Garden, Inc. and James L. Dolan.

99.3 Employment Agreement, dated as of December 21, 2009, between Cablevision Systems Corporation and Thomas M. Rutledge.

99.4 Employment Agreement, dated as of December 21, 2009, between Cablevision Systems Corporation and Hank J. Ratner.

99.5 Employment Agreement, dated as of December 21, 2009, between Madison Square Garden, Inc. and Hank J. Ratner.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CABLEVISION SYSTEMS CORPORATION (Registrant)
By:	/s/ Michael P. Huseby
	Name:	Michael P. Huseby
	Title:	Executive Vice President and Chief Financial Officer

Dated: December 24, 2009

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CSC HOLDINGS, LLC (Registrant)
By:	/s/ Michael P. Huseby
	Name:	Michael P. Huseby
	Title:	Executive Vice President and Chief Financial Officer

Dated: December 24, 2009

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EX-99.1

Exhibit 99.1

December 24, 2009

Mr. James L. Dolan
Cablevision Systems Corporation
1111 Stewart Avenue
Bethpage, New York 11714

          Re: Employment Agreement

Dear Jim:

This letter, effective upon the “Effective Date” (as defined in Annex A hereof), will confirm the terms of your continued employment by Cablevision Systems Corporation (the “Company”).

1.

Your title shall continue to be President and Chief Executive Officer. It is also expected that you will continue to be nominated for election as a director of the Company during the period you serve as President and Chief Executive Officer. Subject to the provisions of Paragraph 2, 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.

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 serving, as Executive Chairman of Madison Square Garden, Inc. (“MSG”). The Company understands that you are entering into an Employment Agreement with MSG contemporaneous with the execution of this Agreement and recognizes and agrees that your responsibilities to MSG will preclude you from devoting substantially all of your time and attention to the Company’s affairs. In addition, as recognized in The Company’s Policy Concerning Matters Related to Madison Square Garden, Inc. Including Responsibilities of Overlapping Directors and Officers, there may be certain potential conflicts of interest and fiduciary duty issues associated with your dual roles at the Company and MSG. The Company recognizes and agrees that none of (i) your dual responsibilities at the Company and MSG, (ii) your inability to devote substantially 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 Company’s Policy Concerning Matters Related to Madison Square Garden, Inc. Including Responsibilities of Overlapping Directors and Officers, 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 MSG, 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 $1,500,000, 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 continue to participate in all employee benefit and retirement plans of the Company at the level available to senior management of the Company, subject to meeting the relevant eligibility requirements and the terms of the plans. The Company will also continued to pay the premiums within 30 days of the premium due date on the existing whole life insurance policy on your life with Mass Mutual to the extent necessary to provide for payment of the initial targeted death benefit under such policy after first applying any associated dividends and surrender of paid up additions.
6.	You will continue to be eligible to participate in the long-term cash or equity programs and arrangements at 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 $7,000,000 (less the anticipated annual Award Amount increase under Section 1 of your outstanding Deferred Compensation Award), 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.
7.	You acknowledge that any continuing service requirements with respect to outstanding long-term cash and equity awards that were granted to you under the plans of the Company prior to the Effective Date shall be based solely on your continued services to the Company and its affiliates (other than MSG and its subsidiaries). You and the Company acknowledge that any cash payable pursuant to any such awards shall be the sole responsibility and liability of the Company and that MSG shall have no liability to you with respect to such cash payable.
8.	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, or (iii) by you for “Good Reason” (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)	Continued payment of premiums within 30 days of the premium due date on the existing whole life insurance policy on your life with Mass Mutual to the extent necessary to provide for payment of the initial targeted death benefit under such policy after first applying any associated dividends and surrender of paid up additions;
(c)	Except as provided in Paragraph 8(i), 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 to the same extent that other members of senior management receive payment for such awards as determined by the Compensation Committee (and subject to the satisfaction of any applicable performance objectives) and shall be payable at the same time such awards are payable to other members of senior management and in accordance with the terms of the award;
(d)	Each of your outstanding long-term cash awards (including any deferred compensation awards under the long-term cash awards 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;
(e)	(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) 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, (iii) the performance based restrictions with respect to your restricted stock and restricted stock units that are subject to performance criteria shall lapse when and to the same extent that such restrictions lapse on such awards held by other executive officers as determined by the Compensation Committee (subject to satisfaction of any applicable performance objectives) and (iv) the payment and deliveries with respect to your restricted stock units subject to performance criteria shall be made at the same time payment and deliveries are made to other executive officers who hold such restricted stock units and in accordance with the terms of the award;
(f)	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;
(g)	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) to the same extent that other executive officers receive payment of bonuses for such year as determined by the Compensation Committee in its sole discretion (and subject to the satisfaction of any applicable performance objectives), which pro rata annual bonus shall be payable at the same time annual bonuses for such year are payable to other executive officers;
(h)	If not previously paid, your annual bonus for the preceding year to the same extent that other executive officers receive payment of annual bonuses for such preceding year as determined by the Compensation Committee in its sole discretion (and subject to the satisfaction of any applicable performance objectives), which annual bonus shall be payable at the same time annual bonuses for such preceding year are payable to other executive officers; and
(i)	All of your (i) long-term cash performance awards and (ii) the unvested portion of your Deferred Compensation Award, in each such case outstanding on the Effective Date (your “Outstanding Awards”), shall be subject to the terms of their respective award agreements and the provisions related to such awards in the employment agreement, dated April 29, 2003, between you and the Company, as amended by letters dated March 2, 2005 and December 18, 2008.

9.	If you die after a termination of your employment that is subject to Paragraph 8, your estate or beneficiaries, as the case may be, will be provided with any remaining benefits and rights under Paragraph 8.
10.	If you cease to be an employee of the Company or any of its affiliates (other than MSG and its subsidiaries) prior to the Scheduled Expiration Date as a result of your death your estate or beneficiary will be provided with the benefits and rights set forth in Paragraphs 8(c) through (i) and have 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. If you cease to be an employee of the Company or any of its affiliates (other than MSG and its subsidiaries) prior to the Schedule Expiration Date as a result of your physical or mental disability, you will be provided with the benefits and rights set forth in Paragraphs 8(b) through (i).
11.	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).
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, or (iv) 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, each of your then outstanding long term cash awards and equity awards (including restricted stock, restricted stock units, options and stock appreciation rights) that was awarded prior to the Scheduled Expiration Date shall vest and/or be payable as set forth in Paragraphs 8(c) through (i).
13.	Upon the termination of your employment with the Company, the Company shall pay you any unpaid base salary through the date of termination by no later than the next payroll period, and shall reimburse you for any unreimbursed expenses incurred through the date of termination in accordance with the Company’s reimbursement policy. 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), payroll practices 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.
14.	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.
15.	The Company may withhold from any payment due hereunder any taxes that are required to be withheld under any law, rule or regulation.
16.	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.
17.	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.
18.	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).
19.	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.
20.	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.
21.	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 21, including any attorney’s fees you may incur in enforcing your rights.
22.	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).
23.	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. The Company may assign this Agreement to any successor to all or substantially all the business and/or assets of the Company provided the Company shall require such successor to expressly assume this Agreement. This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.
24.	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 other employment or severance agreement or arrangements between the parties, including, without limitation, the employment agreement, dated April 29, 2003, between you and the Company, as amended by the letters dated March 2, 2005 and December 18, 2008, and you shall not be eligible for severance benefits under such employment agreement or any plan, program or policy of the Company.
25.	You and the Company agree to resolve 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 (together, an “Employment Matter”) as provided in Annex C, which shall be deemed to be part of this Agreement.
26.	To the extent permitted by law, you and the Company waive any and all rights to the jury trial with respect to any 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.	Certain capitalized terms used herein have the meanings set forth in Annex A hereto.

29. This Agreement shall automatically expire and be of no further effect as of the Scheduled Expiration Date; provided, however, Paragraphs 2 and 8 through, and including, 29 shall survive the termination or expiration of this Agreement and shall be binding on you and the Company.

CABLEVISION SYSTEMS CORPORATION
	/s/ CHARLES F. DOLAN
	By:     Charles F. Dolan
	Title:  Chairman
	Accepted and Agreed:
	/s/ JAMES L. DOLAN
	James L. Dolan

James L. Dolan
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 (i) the power to direct the management of substantially all the cable television systems then owned by the Company in the New York City Metropolitan Area (as hereinafter defined) or (ii) after any fiscal year of the Company in which all the systems referred to in clause (i) above shall have contributed in the aggregate less than a majority of the net revenues of the Company and its consolidated subsidiaries, the power to direct the management of the Company or substantially all its assets. Net revenues shall be determined by independent accountants of the Company in accordance with generally accepted accounting principles consistently applied and certified by such accountants. “New York City Metropolitan Area” means all locations within the following counties (A) New York, Richmond, Kings, Queens, Bronx, Nassau, Suffolk, Westchester, Rockland, Orange, Putnam, Sullivan, Dutchess, and Ulster in New York State; (B) Hudson, Bergen, Passaic, Sussex, Warren, Hunterdon, Somerset, Union, Morris, Middlesex, Mercer, Monmouth, Essex and Ocean in New Jersey; (C) Pike in Pennsylvania; and (D) Fairfield and New Haven in Connecticut.

“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 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 Chief Executive Officer of the Company, (E) you no longer report directly to the Chairman of the Board of Directors of the Company, 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.

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, fan, vendor or shareholder lists or data; (iv) technical or strategic information regarding the Covered Parties’, cable, data, telephone, programming, advertising, film production, motion picture exhibition, newspaper, MVDOS 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, 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 MSG and its Subsidiaries) subsidiaries, officers, directors, employees, 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 MSG and its subsidiaries) that competes with any of the Company’s or its affiliates cable television, telephone, on-line data, on-line content, or newspaper businesses or that competes with any of the Company’s or its affiliates’ programming businesses, nationally or regionally or that competes with any other business of the Company or its affiliates 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, other than the National Cable Television Association and any state cable television association. For purposes of this paragraph 2, an affiliate of the Company shall mean an entity that directly or indirectly controls, is controlled by, or under common control with, the Company (other than MSG and its subsidiaries). An entity shall be deemed to compete with the on-line content business of the Company, or any of its affiliates only if the entity directly competes against the on-line content business of the Company, or its affiliate; provided, however, that an entity’s business shall not be deemed to directly compete merely by the fact that the business sells ads on-line, unless the business specifically targets such ads to the same customers or potential customers as being targeted by the on-line content business of the Company, its subsidiary or affiliate. 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.

This agreement in no way restricts or prevents you from providing truthful testimony concerning the Company to judicial, administrative, regulatory or other governmental authorities.

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 in connection with your employment by the Company (the “Materials”). For purposes of clarity, Materials shall not include any music or lyrics written (in the past or in the future) by you, and shall not include any documents, tapes or videos that relate to such music or lyrics or the performances of such music or lyrics other than music or lyrics written in connection with your employment. 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 $8,400 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 MSG 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
DISPUTE RESOLUTION
(This Annex constitutes part of the Agreement)

Any controversy or claim between you and the Company relating to an Employment Matter will be finally settled by arbitration in the County of New York administered by the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules then in effect. However, the AAA’s Commercial Arbitration Rules will be modified in the following ways: (i) the decision must not be a compromise but must be the adoption of the submission by one of the parties, (ii) each arbitrator will agree to treat as confidential, all evidence and other information presented to the arbitrator, (iii) there will be no authority to award punitive damages (and you and the Company agree not to request any such award), (iv) there will be no authority to amend or modify the terms of this Agreement (and you and the Company agree not to request any such amendment or modification), (v) a decision must be rendered within ten business days of the parties’ closing statements or submission of post-hearing briefs, and (vi) the arbitration shall be conducted before a panel of three arbitrators, one selected by you within 10 days of the commencement of the arbitration, one selected by the Company within the same period and the third selected jointly by the arbitrators selected by you and the Company or, if they are unable to so agree upon an arbitrator who accepts the appointment within 30 days of the commencement of the arbitration, an arbitrator shall be appointed by the AAA; provided, however, that such arbitrator shall be a partner or former partner at a nationally recognized law firm.

You or the Company may bring an action or special proceeding in a state or federal court of competent jurisdiction sitting in the County of New York to enforce any arbitration award under the immediately preceding paragraph. Also, the Company may bring such an action or proceeding, in addition to its rights under, and notwithstanding, the immediately preceding paragraph and whether or not an arbitration proceeding has been or is ever initiated, to temporarily, preliminarily or permanently enforce any of the covenants in Annex B. You agree that (i) violating any of the covenants in Annex B would cause damage to the Company that cannot be measured or repaired, (ii) the Company therefore is entitled to an injunction, restraining order or other equitable relief restraining any actual or threatened violation of the covenants in Annex B, (iii) no bond bill needs to be posted for the Company to receive such an injunction, order or other relief and (iv) no proof will be required that monetary damages for violations of the covenants in Annex B would be difficult to calculate and that remedies at law would be inadequate.

YOU AND THE COMPANY IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED IN THE COUNTY OF NEW YORK OVER ANY EMPLOYMENT MATTER THAT IS NOT OTHERWISE ARBITRATED OR RESOLVED ACCORDING TO THE NEXT PRECEDING paragraph. This includes any action or proceeding to compel arbitration or to enforce an arbitration award. Both you and the Company (i) acknowledge that the forum stated in this paragraph has a reasonable relation to this Agreement and to the relationship between you and the Company and that the submission to the forum will apply even if the forum chooses to apply non-forum law, (ii) waive, to the extent permitted by law, any objection to personal jurisdiction or to the laying of venue of

any action or proceeding covered by this paragraph in the forum stated in this paragraph, (iii) agree not to commence any such action or proceeding in any forum other than the forum stated in this paragraph and (iv) agree that, to the extent permitted by law, a final and non-appealable judgment in any such action or proceeding in any such court will be conclusive and binding on you and the Company. However, nothing in this Agreement precludes you or the Company from bringing any action or proceeding in any court for the purpose of enforcing the provisions of the next preceding paragraph and this paragraph.

EX-99.2

Exhibit 99.2

December 24, 2009

Mr. James L. Dolan
Madison Square Garden, Inc.
Two Pennsylvania Plaza
New York, NY 10022

Re: Employment Agreement

Dear Jim:

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 Executive Chairman. It is also expected that you will continue to be nominated for election as a director of the Company during the period you serve as Executive Chairman. Subject to the provisions of Paragraph 2, 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. The Company acknowledges that, in addition to your services pursuant to this Agreement, you will simultaneously serve, and are expected to devote most of your business time and attention to serving, as President and Chief Executive Officer 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 a substantial portion 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 a substantial portion 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 $500,000, 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. You acknowledge that you may not meet the eligibility requirements of certain qualified and other plans in light of your dual role at the Company and Cablevision. In the event that the eligibility requirements for the Madison Square Garden, L.P. Salary Continuation Plan (short-term disability) are not met, any amount that otherwise would have been payable to you under such plan in the event of a short-term disability, will be payable by the Company in the amount, and for the duration, set forth under such plan. In addition, to the extent that you do not participate in the Madison Square Garden, L.P. 401(k) Savings Plan and/or the Madison Square Garden, L.P. Cash Balance Pension Plan, your full Company base salary will be used to determine the applicable benefit under the Madison Square Garden, L.P. Excess Savings Plan and/or Madison Square Garden, L.P. Excess Cash Balance Plan. Any Company provided life and accidental death and dismemberment insurance will continue to be based on your base salary (provided that, to the extent the Company and Cablevision continue to use the same insurance carriers, any payout under the Company’s plans will be aggregated with similar payouts under the Cablevision plan with respect to any applicable maximum coverage).

6. You will be eligible to participate in 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 Executive Chairman. 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 $1,750,000, 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.

7. 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, or (iii) by you for “Good Reason” (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 to the same extent that other members of senior management receive payment for such awards as determined by the Compensation Committee (and subject to the satisfaction of any applicable performance objectives) and shall be payable at the same time such awards are payable to other members of senior management and in accordance with the terms of the award;
(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) 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, (iii) the performance based restrictions with respect to your restricted stock and restricted stock units that are subject to performance criteria shall lapse when and to the same extent that such restrictions lapse on such awards held by other executive officers as determined by the Compensation Committee (subject to satisfaction of any applicable performance objectives) and (iv) the payment and deliveries with respect to your restricted stock units subject to performance criteria shall be made at the same time payment and deliveries are made to other executive officers who hold such restricted stock units and in accordance with the terms of the award;
(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;
(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) to the same extent that other executive officers receive payment of bonuses for such year as determined by the Compensation Committee in its sole discretion (and subject to the satisfaction of any applicable performance objectives), which pro rata annual bonus shall be payable at the same time annual bonuses for such year are payable to other executive officers; and
(g)	If not previously paid, your annual bonus for the preceding year to the same extent that other members of senior management receive payment of annual bonuses for such preceding year as determined by the Compensation Committee

in its sole discretion (and subject to the satisfaction of any applicable performance objectives), which annual bonus shall be payable at the same time annual bonuses for such preceding year are payable to other members of senior.

8. If you die after a termination of your employment that is subject to Paragraph 7, your estate or beneficiaries, as the case may be, will be provided with any remaining benefits and rights under Paragraph 7.

9. 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 7(b) through (g) 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.

10. 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).

11. 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, or (iv) 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, each of your then outstanding long term cash awards and equity awards (including restricted stock, restricted stock units, options and stock appreciation rights) that was awarded prior to the Scheduled Expiration Date shall vest and/or be payable as set forth in Paragraphs 7(b) through (g).

12. Upon the termination of your employment with the Company, the Company shall pay you any unpaid base salary through the date of termination by no later than the next payroll period, and shall reimburse you for any unreimbursed expenses incurred through the date of termination in accordance with the Company’s reimbursement policy. 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.

13. 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.

14. The Company may withhold from any payment due hereunder any taxes that are required to be withheld under any law, rule or regulation.

15. 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.

16. 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.

17. 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).

18. 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.

19. 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.

20. 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 20, including any attorney’s fees you may incur in enforcing your rights.

21. 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).

22. 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.

23. 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. The Company may assign this Agreement to any successor to all or substantially all the business and/or assets of the Company provided the Company shall require such successor to expressly assume this Agreement. This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.

24. You and the Company agree to resolve 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 (together, an “Employment Matter”) as provided in Annex C, which shall be deemed to be part of this Agreement.

25. To the extent permitted by law, you and the Company waive any and all rights to the jury trial with respect to any employment matter.

26. 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.

27. 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.

28. Certain capitalized terms used herein have the meanings set forth in Annex A hereto.

29. This Agreement shall automatically expire and be of no further effect as of the Scheduled Expiration Date; provided, however, Paragraphs 2 and 7 through, and including, 29 shall survive the termination or expiration of this Agreement and shall be binding on you and the Company.

MADISON SQUARE GARDEN, INC.
/s/    HANK J. RATNER
By:	Hank J. Ratner
Title:	President and Chief Executive Officer
Accepted and Agreed:
/s/    JAMES L. DOLAN
James L. Dolan

James L. Dolan
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 (i) without your consent, (A) your base salary or bonus target 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 Executive Chairman of the Company, (E) you no longer report directly to the Board of Directors of the Company, or (F) your responsibilities are materially diminished, (ii) you have given the Company written notice, referring specifically to this definition, that you do not consent to such action, (iii) the Company has not corrected such action within 15 days of receiving such notice, and (iv) you voluntarily terminate your employment within 90 days following the happening of the action described in subsection (i) above.

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.

This agreement in no way restricts or prevents you from providing truthful testimony concerning the Company to judicial, administrative, regulatory or other governmental authorities.

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 in connection with your employment by the Company (the “Materials”). For purposes of clarity, Materials shall not include any music or lyrics written (in the past or in the future) by you, and shall not include any documents, tapes or videos that relate to such music or lyrics or the performances of such music or lyrics other than music or lyrics

written in connection with your employment. 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 $8,400 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
DISPUTE RESOLUTION
(This Annex constitutes part of the Agreement)

Any controversy or claim between you and the Company relating to an Employment Matter will be finally settled by arbitration in the County of New York administered by the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules then in effect. However, the AAA’s Commercial Arbitration Rules will be modified in the following ways: (i) the decision must not be a compromise but must be the adoption of the submission by one of the parties, (ii) each arbitrator will agree to treat as confidential, all evidence and other information presented to the arbitrator, (iii) there will be no authority to award punitive damages (and you and the Company agree not to request any such award), (iv) there will be no authority to amend or modify the terms of this Agreement (and you and the Company agree not to request any such amendment or modification), (v) a decision must be rendered within ten business days of the parties’ closing statements or submission of post-hearing briefs, and (vi) the arbitration shall be conducted before a panel of three arbitrators, one selected by you within 10 days of the commencement of the arbitration, one selected by the Company within the same period and the third selected jointly by the arbitrators selected by you and the Company or, if they are unable to so agree upon an arbitrator who accepts the appointment within 30 days of the commencement of the arbitration, an arbitrator shall be appointed by the AAA; provided, however, that such arbitrator shall be a partner or former partner at a nationally recognized law firm.

You or the Company may bring an action or special proceeding in a state or federal court of competent jurisdiction sitting in the County of New York to enforce any arbitration award under the immediately preceding paragraph. Also, the Company may bring such an action or proceeding, in addition to its rights under, and notwithstanding, the immediately preceding paragraph and whether or not an arbitration proceeding has been or is ever initiated, to temporarily, preliminarily or permanently enforce any of the covenants in Annex B. You agree that (i) violating any of the covenants in Annex B would cause damage to the Company that cannot be measured or repaired, (ii) the Company therefore is entitled to an injunction, restraining order or other equitable relief restraining any actual or threatened violation of the covenants in Annex B, (iii) no bond bill needs to be posted for the Company to receive such an injunction, order or other relief and (iv) no proof will be required that monetary damages for violations of the covenants in Annex B would be difficult to calculate and that remedies at law would be inadequate.

YOU AND THE COMPANY IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED IN THE COUNTY OF NEW YORK OVER ANY EMPLOYMENT MATTER THAT IS NOT OTHERWISE ARBITRATED OR RESOLVED ACCORDING TO THE NEXT PRECEDING PARAGRAPH. This includes any action or proceeding to compel arbitration or to enforce an arbitration award. Both you and the Company (i) acknowledge that the forum stated in this paragraph has a reasonable relation to this Agreement and to the relationship between you and the Company and that the submission to the forum will apply even if the forum chooses to apply non-forum law, (ii) waive, to the extent permitted by law, any objection to personal jurisdiction or to the laying of venue of any action or proceeding covered by this paragraph in the forum stated in this

paragraph, (iii) agree not to commence any such action or proceeding in any forum other than the forum stated in this paragraph and (iv) agree that, to the extent permitted by law, a final and non-appealable judgment in any such action or proceeding in any such court will be conclusive and binding on you and the Company. However, nothing in this Agreement precludes you or the Company from bringing any action or proceeding in any court for the purpose of enforcing the provisions of the next preceding paragraph and this paragraph.

EX-99.3

     Exhibit 99.3

December 21, 2009

Mr. Thomas Rutledge
Cablevision Systems Corporation
1111 Stewart Avenue
Bethpage, NY 11714

Re: Employment Agreement

Dear Mr. Rutledge:

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

1.	Your title shall continue to be Chief Operating Officer. You agree to devote substantially all of 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.	Your annual base salary will be a minimum of $1,638,000, 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.
3.	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.
4.	You will receive, within 10 days after the execution of this Agreement, a one-time special payment of $7,750,000 (the “Special Cash Award”). If your employment with the Company shall be terminated prior to December 31, 2012, other than in a circumstance described in Paragraph 7, you will repay the Company, within 30 days after such termination, an amount equal to the product of $7,750,000 multiplied by a fraction, the numerator of which is 36 less the number of whole calendar months commencing with January 1, 2010 and ending on the date on which your employment so terminated and the denominator of which is 36.
5.	You will continue to participate in all employee benefits and future long-term cash or equity programs and arrangements at the level available to senior management 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 $6,800,000 (less the amount that is added to the Award Amount under your outstanding Deferred Compensation Award), all as determined by the Compensation Committee in its discretion.

6.

In addition to your eligibility for the above regular grant of equity and/or cash long-term incentives in 2010, you will also receive a one-time special award of shares of restricted Class A Common Stock with a target value of $10,750,000 to be valued by the Compensation Committee on the date of grant utilizing the same 20 trading day trailing average methodology regularly used by the Compensation Committee for its granting of restricted stock awards (the “Special Stock Award”). Such Special Stock 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 stock awards. The Special Stock Award shall be subject to the same terms, including risk of forfeiture, reflected in the Company’s current standard form restricted stock agreement, except that the forfeiture restrictions on the shares subject to the Special Stock Award shall expire with respect to two-thirds of the shares on December 15, 2010 and with respect to the remaining one-third of the shares on December 15, 2011, provided, that on each such date, the restrictions shall expire only to the extent the performance objectives set forth in Annex C hereto have been obtained. If your employment with the Company shall be terminated after December 15, 2010, and before December 15, 2011 (the “Clawback Period”), other than in a circumstance described in Paragraph 7, you shall return to the Company, within 30 days after such termination, a cash payment equal to the value of the “Clawback Shares” based on the closing stock price on December 15, 2010. The “Clawback Shares” shall mean that number of shares of Class A Common Stock equal to the product of (x) the number of gross shares of Class A Common Stock with respect to which the forfeiture restrictions expired on December 15, 2010, multiplied by (y) a fraction (the “Clawback Fraction”), the numerator of which is 12 less the number of monthly anniversaries of December 15, 2010 through and including December 15, 2011 that you were employed by the Company, and the denominator of which is 12. If, after taking into account any regular equity awards you are expected to receive in 2010, the number of shares subject to the Special Stock Award would exceed any limitation on the number of shares that can be granted to you during a year under the Company’s Employee Stock Plan, you will instead be entitled to receive a cash amount equal to the value of such shares you would have otherwise received in excess of such limitation. Two-thirds of such cash amount shall be payable to you on December 15, 2010 and the remaining one-third on December 15, 2011, but in each case payment shall be made to you only if the forfeiture restrictions on the correlative shares subject to the Special Stock Award expire on such date. If, as required above, a cash payment is required to be made to the Company with respect to Clawback Shares, you shall return to the Company, within 30 days of the termination of your employment, an amount equal to the product of the cash amount, if any, payable to you on December 15, 2010 with respect to the Special Stock Award, multiplied by the Clawback Fraction.

7.

If your employment with the Company is terminated (1) for any reason by you during the thirteenth calendar month following a “Change in Control” of the Company, (2) by the Company, (3) by you for “Good Reason,” or (4) as a result of your death or physical or mental disability, and at the time of any such termination, “Cause” does not exist, then, subject to (except in the case of your death) 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”), (i) the forfeiture restrictions on the shares subject to the Special Stock Award shall immediately expire and the cash amounts, if any, due to you on December 15, 2010 and 2011 shall immediately vest and, subject to the Section 409A provisions provided below, shall be immediately payable to you or to your estate or beneficiary, as the case may be; provided, however, other than in the case of death, such shares shall remain subject to meeting the performance objectives set forth in Annex C, and (ii) you will not be required to repay to the Company any portion of the Special Cash Award or Special Stock Award.

8.

If, on or prior to December 31, 2014 (the “Scheduled Expiration Date”), your employment is terminated by the Company, by you for Good Reason or as a result of your death or physical or mental disability, and at the time of any such termination, Cause does not exist, subject (except in the case of your death) to your execution and delivery (without revocation) to the Company a Separation Agreement, you or your estate or beneficiary, as the case may be, shall remain eligible to receive 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) if, when and to the same extent that other similarly situated executives receive payment of bonuses for such year as determined by the Compensation Committee in its sole discretion (and subject to the satisfaction of any applicable performance objectives). If such termination of employment also occurs prior to the payment of an annual bonus for the preceding year, you shall similarly remain eligible to receive an 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 as determined by the Compensation Committee in its sole discretion (and subject to the satisfaction of any applicable performance objectives). If, after the Scheduled Expiration Date but before the annual bonus for 2014 has been paid, your employment is terminated for any reason, and at the time of such termination, Cause does not exist, subject (except in the case of your death) to your execution and delivery (without revocation) to the Company a Separation Agreement, you or your estate or beneficiary, as the case may be, shall remain eligible to receive an annual bonus for 2014 if, when and to the same extent that other similarly situated executives receive payment of bonuses for such year as determined by the Compensation Committee in its sole discretion (and subject to the satisfaction of any applicable performance objectives).

9.	Subject to the provisions of Paragraph 7 and 10, notwithstanding anything to the contrary contained in any letter award or other agreement now or in the future, all of your equity and long-term awards, to the extent unvested, unexercisable and/or unearned, (i) shall automatically be forfeited upon the termination of your employment with the Company for any reason whatsoever, including without limitation, as a result of your death, disability, retirement, termination by the Company with or without Cause or termination by you with or without Good Reason, and (ii) shall not be subject to any accelerated or special vesting or become earlier exercisable or earned as a result of any corporate transaction such as a change-in-control or going private transaction.
10.	All of your cash performance awards outstanding as of the execution of this Agreement (your “Outstanding Cash Performance Awards”) and the unvested portion of your Deferred Compensation Award outstanding as of the execution of this Agreement shall continue to be subject to the terms of their respective award agreements and to the provisions related to such awards in the employment agreement, dated June 30, 2003, between you and the Company, as amended by letters dated March 2, 2005 and December 18, 2008.
11.	If, prior to the Scheduled Expiration Date, you cease to be an employee of the Company or any of its affiliates for any reason other than as a result of your being terminated by the Company for Cause or as a result of your death or physical or mental disability, you shall have until the third anniversary of the termination of your employment to exercise any then outstanding vested stock options and stock appreciation rights you may have, unless you are afforded a longer period for exercise pursuant to an applicable award letter. If you cease to be an employee of the Company or any of its affiliates prior to the Scheduled Expiration Date as a result of your death or physical or mental disability, you (or your estate or beneficiary) will have the right to exercise your then outstanding vested and exercisable stock options and stock appreciation awards through the later of (i) the Scheduled Expiration Date, and (ii) the third anniversary of the termination of your employment. Notwithstanding anything in this Paragraph 11 to the contrary, your stock options and stock appreciation awards may not be exercised after the end of their regularly schedule term (except in the case of death, as may otherwise be permitted under the applicable Employee Stock Plan and award letter).
12.	To provide you with an additional retirement benefit, the Company shall establish, and credit $15 million to, a special bookkeeping account for your benefit (the “Retirement Account”). Upon a Qualifying Termination of your employment, then, subject to (except in the case of your death) your execution and delivery (without revocation) to the Company of a Separation Agreement, the Company will provide you or your estate or beneficiary, as the case may be, a lump sum payment equal to the balance of the Retirement Account on the 90th day following such termination of your employment. Your rights to be paid the balance of the Retirement Account shall be forfeited upon a Non-Qualifying Termination of your employment. The Retirement Account shall be

	credited quarterly to reflect interest based on the average of the one-year LIBOR fixed rate equivalent for the last ten business days of the prior calendar year. Notwithstanding anything herein to the contrary, your rights to be paid the balance of the Retirement Account shall be an unsecured claim against the general assets of the Company, and you shall have no rights in or against any specific assets of the Company. Your rights to be paid the balance of the Retirement Account are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by your creditors. Your right to be paid the balance of the Retirement Account upon a Qualifying Termination of your employment shall survive the expiration of this Agreement.
13.	Upon the termination of your employment with the Company, your rights to benefits and payments under the Company’s pension and welfare plans (other than severance benefits) shall be determined in accordance with the then current terms and provisions of such plans.
14.	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.
15.	The Company may withhold from any payment due hereunder any taxes that are required to be withheld under any law, rule or regulation.
16.	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.
17.	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.
18.	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).
19.	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.
20.	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 such a 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.
21.	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.
22.	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).
23.	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.
24.	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”).
25.	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.
26.	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.
27.	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. Effective immediately, except as specifically otherwise provided in Paragraph 10 with respect to your Outstanding Cash Performance Awards and your outstanding Deferred Compensation Award, this Agreement shall supersede any other employment or severance agreement or arrangements between the parties, including, without limitation, the employment agreement, dated June 30, 2003, between you and the Company, as amended by the letters dated March 2, 2005 and December 18, 2008, and you shall not be eligible for severance benefits under such employment agreement or any plan, program or policy of the Company. You shall not be entitled to receive payments or benefits from the Company under this Agreement in connection with or after a termination of your employment except as expressly provided hereunder with respect to the applicable type of employment termination.

28. Certain capitalized terms used herein have the meanings set forth in Annex A hereto.

29. This Agreement shall automatically expire and be of no further effect as of the Scheduled Expiration Date, other than the last sentence of Paragraph 8, Paragraph 9 and Paragraphs 12 through and including 23 of this Agreement.

CABLEVISION SYSTEMS CORPORATION

/s/ JAMES L. DOLAN

By:    James L. Dolan

Title: President and Chief Executive Officer

Accepted and Agreed:

/s/ THOMAS RUTLEDGE

Thomas Rutledge

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 (1) the power to direct the management of substantially all the cable television systems then owned by the Company in the New York City Metropolitan Area (as hereinafter defined) or (2) after any fiscal year of the Company in which all the systems referred to in clause (1) above shall have contributed in the aggregate less than a majority of the net revenues of the Company and its consolidated subsidiaries, the power to direct the management of the Company or substantially all its assets. Net revenues shall be determined by independent accountants of the Company in accordance with generally accepted accounting principles consistently applied and certified by such accountants. “New York City Metropolitan Area” means all locations within the following counties (A) New York, Richmond, Kings, Queens, Bronx, Nassau, Suffolk, Westchester, Rockland, Orange, Putnam, Sullivan, Dutchess, and Ulster in New York State; (B) Hudson, Bergen, Passaic, Sussex, Warren, Hunterdon, Somerset, Union, Morris, Middlesex, Mercer, Monmouth, Essex and Ocean in New Jersey; (C) Pike in Pennsylvania; and (D) Fairfield and New Haven in Connecticut.

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 Chief Operating Officer of the Company, (E) you report directly to someone other than the Chairman of the Board of Directors of the Company or the Chief Executive Officer of the Company, 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.

A “Non-Qualifying Termination” of your employment means any termination of your employment with the Company that is not a Qualifying Termination.

A “Qualifying Termination” of your employment means any termination of your employment with the Company (1) for any reason by you during the thirteenth calendar month following a Change in Control of the Company, (2) by the Company, (3) by you on or prior to the Scheduled Expiration Date for Good Reason, (4) by you after the Scheduled Expiration Date without Good Reason if you provide the Company with at least six months advance written notice of your intent to so terminate your employment or (5) as a result of your death or physical or mental disability, provided that, at the time of any such termination prior to the Scheduled Expiration Date, Cause does not exist.

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 use for any purpose whatsoever or divulge, disseminate, copy, disclose to any third party, or otherwise use any Confidential Information, other than for legitimate business purposes of the Company and its affiliates. 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 current or former affiliates 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’, cable, data, telephone, programming, advertising, sports, entertainment, film production, theatrical, motion picture exhibition, newspaper, MVDDS 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, 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 entity that competes with any of the Company’s or its affiliates’ professional sports teams in the New York metropolitan area; (2) any entity that competes with any of the Company’s or its affiliates’ cable television, telephone, on-line data, newspaper or on-line businesses in the New York greater metropolitan area or that competes with any of the Company’s or its affiliates’ programming or live entertainment businesses, nationally or regionally, or any other business of the Company or its subsidiaries that produced greater than 10% of the Company’s revenues in the calendar year immediately preceding the year in which the determination under this clause (2) is made; 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. For purposes of this Paragraph 2, an affiliate of the Company shall means an entity that directly or indirectly controls, is controlled by, or is under common control with, the Company. An entity shall be deemed to compete with the on-line content business of the Company or any of its affiliates only if the entity directly competes against the on-line content business of the Company or its affiliate; provided, however, that an entity’s business shall not be deemed to directly compete merely by the fact that the business sells ads on-line, unless the business specifically targets such ads to the same customers or potential customers as being targeted by the on-line content business of the Company, its subsidiary or affiliate. 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 become effective on the date of the Agreement and 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, 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 for the period January 1 through September 30, 2010 of at least 90% of Business Unit AOCF for the period January 1 through September 2009.

Business Unit AOCF will be based on actual financial performance for the period January 1 through September 30, 2010 and 2009, modified to neutralize the impact of the following items in both years, in each case to the extent not already contemplated by the 2010 Budget:

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; and
f)	disputes under or a termination of any affiliation agreement.

Vesting of the restricted shares for both applicable vesting dates is conditioned on achievement of this target.

EX-99.4

Exhibit 99.4

December 21, 2009

Mr. Hank Ratner
Cablevision Systems Corporation
1111 Stewart Avenue
Bethpage, NY 11714

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 continued employment by Cablevision Systems Corporation (the “Company”).

1. Your title shall continue to be Vice Chairman. You agree to devote such amount of your business time and attention to the business and affairs of the Company as is necessary to perform such function. 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 most of your business time and attention serving, as President and Chief Executive Officer of Madison Square Garden, Inc. (“MSG”). The Company understands that you are entering into an Employment Agreement with MSG (the “MSG Employment Agreement”) contemporaneous with the execution of this Agreement and recognizes and agrees that your responsibilities to MSG will preclude you from devoting a substantial portion of your time and attention to the Company’s affairs. In addition, as recognized in The Company’s Policy Concerning Matters Related to Madison Square Garden, Inc. Including Responsibilities of Overlapping Directors and Officers, there may be certain potential conflicts of interest and fiduciary duty issues associated with your dual roles at the Company and MSG. The Company recognizes and agrees that none of (i) your dual responsibilities at the Company and MSG, (ii) your inability to devote a substantial portion 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 Company’s Policy Concerning Matters Related to Madison Square Garden, Inc. Including Responsibilities of Overlapping Directors and Officers, 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 MSG, 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 $500,000, 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 continue to 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 the terms of the plans. You acknowledge that you may not meet the eligibility requirements of certain qualified and other plans in light of your dual role at the Company and MSG. In the event that the eligibility requirements for the Cablevision ChoicePlus Salary Continuation Plan (short-term disability) are not met, any amount that otherwise would have been payable to you under such plan in the event of a short-term disability will be payable by the Company in the amount, at the times, and for the duration set forth under such plan. In addition, to the extent that you do not participate in the Cablevision 401(k) Savings Plan and/or the Cablevision Cash Balance Pension Plan, your full Company base salary will be used to determine your applicable benefit under the Cablevision Excess Savings Plan and/or Cablevision Excess Cash Balance Plan. Any Company provided life and accidental death and dismemberment insurance will continue to be based on your base salary (provided that, to the extent the Company and MSG continue to use the same insurance carriers, any payout under the Company’s plans will be aggregated with similar payouts under the MSG plan with respect to any applicable maximum coverage).

6. You will continue to be eligible to participate in the long-term cash or equity programs and arrangements at 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 $1,400,000 (less the anticipated annual Award Amount increase under Section 1 of your outstanding Deferred Compensation Award as described below), all as determined by the Compensation Committee in its discretion. The Company agrees that, for so long as your Deferred Compensation Award remains outstanding, the annual Award Amount increase under Section 1 of your outstanding Deferred Compensation Award shall be $150,000 (instead of 20% of your base salary). 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 of shares of restricted Class A Common Stock with a target value of $1,750,000 to be valued by the Compensation Committee on the date of grant utilizing the same 20 trading day trailing

average methodology regularly used by the Compensation Committee for its granting of restricted stock awards (the “Special Stock Award”). Such Special Stock 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 stock awards. The Special Stock Award shall be subject to the same terms reflected in the Company’s current standard form restricted stock agreement, with the forfeiture restrictions on all of the shares expiring on the third anniversary of the grant (i.e., 3-year cliff vesting).

8. You acknowledge that any continuing service requirements with respect to outstanding long-term cash and equity awards that were granted to you under the plans of the Company prior to the Effective Date shall be based solely on your continued services to the Company and its affiliates (other than MSG and its subsidiaries). You and the Company acknowledge that any cash payable pursuant to any such awards shall be the sole responsibility and liability of the Company and that MSG shall have no liability to you with respect to such cash payable.

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)	Continued payment of premiums on the existing whole life insurance policies on your life with Mass Mutual and New York Life to the extent necessary to provide for payment of the initial targeted death benefit under each such policy after first applying any associated dividends and surrender of paid up additions;
(c)	Each of your outstanding long-term cash awards granted under the plans of the Company shall immediately vest in full (whether or not subject to performance criteria) and shall be payable to you on the 90th day after the termination of your employment, provided, that if any such award is subject to any performance

	criteria, then (i) if the measurement period for such performance criteria had not yet been fully completed, then the payment amount shall be at the target amount for such award and (ii) if the measurement period for such performance criteria had already been fully completed, then the payment amount of such award shall be to the same extent that other similarly situated executives receive payment as determined by the Compensation Committee (subject to the satisfaction of the applicable performance criteria);
(d)	(i) All of the 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 will be made immediately after the effective date of the Separation Agreement, and (iii) payments or deliveries with respect to your restricted stock units, shall be made on the 90th day after the termination of your employment;
(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 target 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) shall be payable to you on the 90th day after the termination of your employment; provided, further, if not previously paid, your annual bonus for the preceding year shall be payable to you on the 90th day after the termination of your employment to the same extent that other similarly situated executives receive payment of annual bonuses with respect to such year as determined by the Compensation Committee in its discretion (i.e., at the same percentage of target bonus paid to the other executives subject to the same performance criteria before adjustment for any individual performance of such executives).

Notwithstanding the foregoing, if your employment is terminated as described in this Paragraph 9, but such employment is terminated pursuant to clause 1(H) of the definition of Good Reason, then you shall not be entitled to the payment set forth in Paragraph 9(a).

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 MSG and its subsidiaries) prior to the Scheduled Expiration Date as a result of your death, your estate or beneficiary will be provided with the benefits and rights set forth in Paragraphs 9(c) through (f) and have 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. If you cease to be an employee of the Company or any of its affiliates (other than MSG and its subsidiaries) prior to the Schedule Expiration Date as a result of your physical or mental disability, you will be provided with the benefits and rights set forth in Paragraphs 9(b) through (f).

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 (g), provided that if your employment is terminated as a result of your death your estate or beneficiary shall not be entitled to the continuation of premium payments benefits set forth in Paragraph 9(b).

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. To provide you with an additional retirement benefit, the Company shall establish, and credit $15 million as of Effective Date to, a notional bookkeeping account for your benefit (the “Retirement Account”). Upon a Qualifying Termination of your employment, whether before, on or after the Scheduled Expiration Date, then, subject to (except in the case of your death) your execution and delivery (without revocation) to the Company of a Separation Agreement, the Company will provide you or your estate or beneficiary, as the case may be, a lump sum payment equal to the balance of the Retirement Account (as adjusted below) on the 90^th day following such termination of your employment. Your rights to be paid the balance of the Retirement Account shall be forfeited upon a “Non-Qualifying Termination” (as defined in Annex A) of your employment. The Retirement Account shall be credited quarterly commencing March 31, 2010 (with the first such credit to reflect interest from January 1, 2010 as if the notional account had been in place as of that date) and on the final payment date to reflect interest based on the average of the one-year LIBOR fixed rate equivalent for the last ten business days of the prior calendar year. Notwithstanding anything herein to the contrary, your rights to be paid the balance of the Retirement Account shall be an unsecured claim against the general assets of the Company, and you shall have no rights in or against any specific assets of the Company. Your rights to be paid the balance of

the Retirement Account are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by your creditors.

15. If upon the termination of your employment with the Company there is a good faith dispute between you and the Company as to whether such termination is a Qualifying Termination, and, within 30 days after such termination, the Company receives written notice from you specifying in reasonable detail the nature of such dispute, the Company will pay the balance of the Retirement Account to a trust in compliance with Rev. Proc. 92-64 pending the final unappelable resolution of such dispute; provided, however, that no payment will be made to the trust if it would be contrary to law or cause you to incur additional tax under Section 409A of the Internal Revenue Code.

16. 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.

17. 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.

18. The Company may withhold from any payment due hereunder any taxes that are required to be withheld under any law, rule or regulation.

19. 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.

20. 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.

21. 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).

22. 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.

23. 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.

24. 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 24, including any attorney’s fees you may incur in enforcing your rights.

25. 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).

26. 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.

27. To the extent permitted by law, you and the Company waive any and all rights to a 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”).

28. 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.

29. 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.

30. 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 other employment or severance agreement or arrangements between the parties, including, without limitation, the employment agreement, dated June 11, 2003, between you and the Company, as amended by letters dated March 2, 2005 and December 18, 2008 (collectively, the “2003 Employment Agreement”), and you shall not be eligible for severance benefits under the 2003 Employment Agreement or any plan, program or policy of the Company.

31. Certain capitalized terms used herein have the meanings set forth in Annex A hereto.

32. 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, 32 shall survive the termination or expiration of this Agreement and shall be binding on you and the Company.

CABLEVISION SYSTEMS CORPORATION
/s/ JAMES L. DOLAN
By:	James L. Dolan
Title:	President and Chief Executive Officer
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 (i) the power to direct the management of substantially all the cable television systems then owned by the Company in the New York City Metropolitan Area (as hereinafter defined) or (ii) after any fiscal year of the Company in which all the systems referred to in clause (i) above shall have contributed in the aggregate less than a majority of the net revenues of the Company and its consolidated subsidiaries, the power to direct the management of the Company or substantially all its assets. Net revenues shall be determined by independent accountants of the Company in accordance with generally accepted accounting principles consistently applied and certified by such accountants. “New York City Metropolitan Area” means all locations within the following counties (A) New York, Richmond, Kings, Queens, Bronx, Nassau, Suffolk, Westchester, Rockland, Orange, Putnam, Sullivan, Dutchess, and Ulster in New York State; (B) Hudson, Bergen Passaic, Sussex, Warren, Hunterdon, Somerset, Union, Morris, Middlesex, Mercer, Monmouth, Essex and Ocean in New Jersey; (C) Pike in Pennsylvania; and (D) Fairfield and New Haven in Connecticut.

“Effective Date” means the date on which the spinoff of Madison Square Garden, Inc. from Cablevision Systems Corporation is consummated. If the spinoff is not consummated by December 31, 2009, the term of your employment under the 2003 Employment Agreement shall be extended until the earlier of the date on which the spinoff is consummated or March 31, 2010. Aside from changing the expiration date, the prior sentence shall not have any effect upon the rights or obligations of you or the Company under the 2003 Employment Agreement and, in the event that the Effective Date does not occur by March 31, 2010, you and the Company shall have the same rights and obligations as of March 31, 2010 that each would have had under the 2003 Employment Agreement as of December 31, 2009 as if neither party had not been subject to this paragraph.

Termination for “Good Reason” means that (1) without your consent, (A) your base salary or bonus target as an employee is reduced, (B) prior to the Scheduled Expiration Date, the aggregate target value of your awards (as determined in good faith by the Compensation Committee at the time of grant and including the anticipated annual Award Amount increase under Section 1 of your outstanding Deferred Compensation Award with respect to the year) under the long-term cash or equity programs and arrangements of the Company is less than $1.4

million, unless such reduction in value is in proportion to the reduction in the aggregate target values of the awards granted for such year to all of Named Executive Officers listed in the Company’s proxy relating to the immediately preceding year that are still full-time executive officers at the time of such reduction, (C) the Company requires that your principal office be located outside of Nassau County or Manhattan, (D) the Company materially breaches its obligations to you under this Agreement, (E) you are no longer the Vice Chairman of the Company, (F) you report directly to someone other than the Chairman of the Board of Directors of the Company or, provided that James Dolan is the Chief Executive Officer of the Company, the Chief Executive Office of the Company, (G) your responsibilities immediately after the Effective Date are thereafter materially diminished, or (H) if (i) prior to December 31, 2014, your employment with MSG is terminated by MSG without “Cause” or by you for “Good Reason” (as Cause and Good Reason are defined in the MSG Employment Agreement as of the date hereof), (ii) you have been unable to find a position with another company that (a) is comparable in responsibility, stature and compensation to your position at MSG, and (b) would accommodate your continuing responsibilities at the Company under this Agreement, despite a good faith effort to find such a position over the 30-day period following such termination of your employment with MSG and you provide prompt notice thereof to the Company, and (iii) within 15 days of the Company’s receipt of such notice, the Company fails to offer you full-time employment with the Company with (x) responsibility comparable to that which you had at the Company prior to the Effective Date and (y) an annual base salary of no less than $1,638,000, a target annual bonus of no less than 200% of your annual base salary, and an opportunity to receive future grants under the long-term cash or equity programs and arrangements at the level available to senior management of the Company, (2) you have given the Company written notice, referring specifically to this definition, that you do not consent to such action (including the failure by the Company to make an employment offer in the case of clause (H) above), (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 have mutually agreed 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.

A “Non-Qualifying Termination” of your employment means any termination of your employment with the Company that is not a Qualifying Termination.

A “Qualifying Termination” of your employment means any termination of your employment with the Company (1) for any reason by you during the thirteenth calendar month following a Change in Control of the Company, (2) by the Company, (3) by you for Good Reason or (4) by you after the Scheduled Expiration Date without Good Reason if you provide the Company with at least six months advance written notice of your intent to so terminate your employment, (5) as a result of your death or physical or mental disability, or (6) as a result of Mutual Consent, provided that at the time of any such termination described above prior to the Scheduled Expiration Date, Cause does not exist.

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, fan, vendor or shareholder lists or data; (iv) technical or strategic information regarding the Covered Parties’, cable, data, telephone, programming, advertising, film production, motion picture exhibition, newspaper, MVDOS 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, 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 MSG and 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 MSG and its subsidiaries) that competes with any of the Company’s or its affiliates cable television, telephone, on-line data, on-line content, or newspaper businesses or that competes with any of the Company’s or its affiliates’ programming businesses, nationally or regionally or that competes with any other business of the Company or its affiliates 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, other than the National Cable Television Association and any state cable television association. For purposes of this paragraph 2, an affiliate of the Company shall mean an entity that directly or indirectly controls, is controlled by, or under common control with, the Company (other than MSG and its subsidiaries). An entity shall be deemed to compete with the on-line content business of the Company, or any of its affiliates only if the entity directly competes against the on-line content business of the Company, or its affiliate; provided, however, that an entity’s business shall not be deemed to directly compete merely by the fact that the business sells ads on-line, unless the business specifically targets such ads to the same customers or potential customers as being targeted by the on-line content business of the Company, its subsidiary or affiliate. 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 MSG 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.

EX-99.5

Exhibit 99.5

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.