Form of Restricted Shares Agreement

TEMPLATE - RESTRICTED SHARES]


[Full Name of Employee]


[Address]


[Date]


Dear [First Name]:


Pursuant to the Company's Employee Stock Plan (the "Plan"), you have been selected by the Compensation Committee of the Board of Directors (as more fully described in Section 12, the "Committee") of Cablevision Systems Corporation (the "Company") to receive _____ (___) restricted shares ("Restricted Shares") of NY Group Class A Common Stock, par value $.01 per share ("Common Shares") effective as of ____________ (the "Grant Date").


Capitalized terms used but not defined in this agreement (this "Agreement") have the meanings given to them in the Plan. The Restricted Shares are subject to the terms and conditions set forth below:


1. Consideration. You are required to pay the Company the aggregate par value amount of the Restricted Shares no later than forty-five (45) business days from the Grant Date. The total par value amount of your Restricted Shares is $______ (the "Par Value Amount"). By executing this agreement below, you hereby consent to and authorize the deduction by the Company of such amount from your salary.


2. Vesting. None of your Restricted Shares will vest and you will forfeit all of them if you do not remain continuously employed with the Company or one of its Affiliates from the Grant Date through _____________, except that a portion of your Restricted Shares may vest sooner if you are terminated without Cause (as defined below) or, in accordance with Section 4, die or become disabled (as defined in Section 4).


For purposes of this Agreement, "Cause" means, as determined by the Committee, 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 a conviction, plea of no contest, plea of nolo contendere, or imposition of unadjudicated probation for any crime involving moral turpitude or any felony.


3. Accelerated Vesting for Termination Without Cause. If the Company or one of its Affiliates terminates your employment without Cause after ___________and before ___________, __________ percent (___%) of the Restricted Shares will vest as of the termination date (i.e., the last date of your employment with the Company or one of its Affiliates) and the balance of the Restricted Shares will be immediately forfeited. If the Company or one of its Affiliates


terminates your employment without Cause on or after ___________ and before ____________, ___________ percent (___%) of the Restricted Shares will vest as of the termination date and the balance of the Restricted Shares will be immediately forfeited. As a condition to the accelerated vesting provided for in this Section 3, you will be required to sign and deliver a waiver and release substantially in the form attached as Annex 2 hereto; it being understood and agreed by you, however, that the Company reserves the right to amend the form of waiver and release from time to time to make such changes as the Company shall reasonably determine are either necessary or desirable including, without limitation, changes that may be required to reflect changes in law. In the event that the waiver and release covered by this Section 3 is required to be signed and delivered, the Company shall have no obligation under this Agreement or the Plan to take any action unless and until the waiver and release is fully effective and all rights to revoke, withdraw or otherwise terminate such waiver and release have expired or otherwise terminated.


4. Accelerated Vesting in the Event of Death or Disability. If your employment is terminated as a result of your death or disability, a portion of the Restricted Shares equal to the product of (i) the number of your Restricted Shares multiplied by (ii) a fraction, the numerator of which is the number of months you were employed from ________ until your termination date and the denominator of which is __________ (___), will vest as of the termination date and the balance of the Restricted Shares will be immediately forfeited. In the event of your death, your estate will be entitled to the Restricted Shares that have vested.


For purposes of this Agreement, "disability" means your inability to perform for six (6) continuous months substantially all the essential duties of your occupation, as determined by the Committee.


5. Change of Control. As set forth in Annex 1 attached hereto, your entitlement to Restricted Shares may be affected in the event of a Change of Control of the Company or a going-private transaction (each as defined in Annex 1 attached hereto).


6. Relationship with Competitive Entities. In the event that you shall voluntarily terminate your employment or your employment is terminated for Cause, you shall not become employed by, consult to, or have any interest, directly or indirectly, in any Competitive Entity (as defined below) within one (1) year after your Restricted Shares have vested. If you shall voluntarily terminate your employment or your employment is terminated for Cause, and, in either case, subsequently become employed by, consult to, or have any interest, directly or indirectly, in a Competitive Entity during such one-year period, you shall within ten (10) business days thereof pay the Company, as liquidated damages and not as a penalty, an amount equal to (a) the gain (whether or not realized) attributable to the vesting of the Restricted Shares, plus (b) interest at a rate equal to the lesser of (i) twelve percent (12%) per annum or (ii) the maximum interest rate permitted by applicable law, compounded quarterly, calculated from the date the Restricted Shares vested until the date such payment to the Company is made. Such gain shall be equal to the greater of the (y) positive difference, if any, between the Fair Market Value of the Restricted Shares on the date such shares vest and the Par Value Amount paid for the Restricted Shares or (z) positive difference, if any, between the Fair Market Value of the Restricted Shares on your first (1st) day of employment by the Competitive Entity and the Par Value Amount paid for such shares. A "Competitive Entity" shall mean (1) any company that competes (including, without


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limitation, by means of direct broadcast satellite or a fiber optic or other network) with any of the Company's cable television, telephone or on-line data businesses in the New York City Metropolitan Area (as defined in Annex 1 attached hereto) or that competes with any of the Company's programming, cinema, sports or entertainment businesses, nationally or regionally; or (2) any trade or professional association representing any of the companies covered by this Section 6, other than the National Cable Television Association and any state cable television association. Ownership of not more than one percent (1%) of the outstanding stock of any publicly-traded company shall not be a violation of this Section 6.


By accepting this Agreement, you understand that the terms and conditions of this Section 6 may limit your ability to earn a livelihood in a business similar to the business of the Company, but nevertheless hereby agree that the restrictions and limitations hereof are reasonable in scope, area and duration, and that the consideration provided under the Plan and this Agreement is sufficient to justify the restrictions and limitations contained in this Section 6. Accordingly, in consideration thereof and in light of your education, skills and abilities, by participating in the Plan, you hereby agree that you will not assert, and it should not be considered, that such provisions are either unreasonable in scope, area or duration, or will prevent you from earning a living, or otherwise are void, voidable or unenforceable or should be voided or held unenforceable. You further understand and hereby agree that the restrictions and limitations contained in this Section 6 are ancillary to, and part of, the Plan and this Agreement, and are reasonably necessary to protect the good will and business interests of the Company.


You hereby agree that a breach or threatened breach on your part of the restrictions and limitations contained in this Section 6 will cause such damage to the Company as will be irreparable and for that reason you further agree that the Company shall be entitled as a matter of right to an injunction or other equitable relief out of any court of competent jurisdiction, restraining any further violation of this Section 6 by you. The right to injunction or other equitable relief shall be cumulative and in addition to any and all other remedies the Company may have, including, specifically, recovery of money damages and any other legal or equitable relief available. You hereby waive any requirement for security or the posting of any bond or other surety and proof of damages in connection with any temporary or permanent award of injunctive or other equitable relief.


7. Transfer Restrictions. You may not transfer, assign, pledge or otherwise encumber the Restricted Shares, other than to the extent provided in the Plan.


8. Right to Vote and Receive Dividends. You have full voting rights with respect to the Restricted Shares. All dividends and distributions paid on your Restricted Shares will be retained by the Company for your account until your Restricted Shares vest and such dividends and distributions will be paid to you (without interest) when your Restricted Shares vest.


9. Section 83(b) Election. If you wish to make an election pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, to recognize income with respect to the Restricted Shares before they become vested, you must file a Section 83(b) election with the Internal Revenue Service within thirty (30) days of the Grant Date and provide a copy of that filing to the Company. You are strongly encouraged to seek the advice of a tax consultant regarding the advisability of making a Section 83(b) election. YOU SHOULD NOTE THAT ANY TAXES YOU PAY AS A


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RESULT OF YOUR SECTION 83(B) ELECTION CANNOT BE RECOVERED IF YOUR RESTRICTED SHARES ARE FORFEITED OR DECLINE IN VALUE. IT IS YOUR SOLE RESPONSIBILITY TO TIMELY FILE AN ELECTION UNDER SECTION 83(B). YOU MUST NOTIFY THE COMPANY WITHIN TEN (10) DAYS OF FILING ANY SUCH ELECTION. A Sample Form of Election under Section 83(b) is attached for your reference as Annex 3.


10. Tax Representations and Tax Withholding. You hereby acknowledge that you have reviewed with your own tax advisors the federal, state and local tax consequences of receiving the Restricted Shares. You hereby represent to the Company that you are relying solely on such advisors and not on any statements or representations of the Company, its Affiliates or any of their respective agents.


If, in connection with the Restricted Shares, the Company is required to withhold any amounts by reason of any federal, state or local tax, such withholding shall be effected in accordance with Section 16 of the Plan.


11. Delivery. Unless otherwise determined by the Committee, delivery of the Restricted Shares will be by book-entry credit to an account in your name that the Company has established at a custody agent (the "custodian"). The Company's transfer agent, Mellon Investor Services LLC, shall act as the custodian of the Restricted Shares; however, the Company may in its sole discretion appoint another custodian to replace Mellon Investor Services LLC. On the date your Restricted Shares vest, if you have complied with your obligations under this Agreement and provided that your tax obligations with respect to the vested Restricted Shares are appropriately satisfied, at your request, we will either instruct the custodian to electronically transfer your Common Shares to a brokerage or other account you specify or deliver to you a physical stock certificate representing your Common Shares.


12. Right of Offset. You hereby agree that if the Company shall have any obligation to you (the "Company Obligation") under this Agreement, then the Company shall have the right to offset against the Company Obligation, to the maximum extent permitted by law, any amounts that you may owe to the Company or its Affiliates of whatever nature. You hereby further agree that if you shall owe the Company any amount (the "Optionee-Owed Amount") under Section 6 of this Agreement, then the Company shall have the right to offset the Optionee-Owed Amount, to the maximum extent permitted by law, against any obligation from the Company or its Affiliates to you under this Agreement or otherwise (including, without limitation, any wages, vacation pay, or other compensation or benefit under any benefit plan or other compensatory arrangement).


13. The Committee. For purposes of this Agreement, the term "Committee" means the Compensation Committee of the Board of Directors of the Company or any replacement committee established under, and as more fully defined in, the Plan.


14. Committee Discretion. The Committee has full discretion with respect to any actions to be taken or determinations to be made in connection with this Agreement, and its determinations shall be final, binding and conclusive.


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15. Amendment. The Committee reserves the right at any time to amend the terms and conditions set forth in this Agreement, except that no such amendment shall materially adversely affect your economic rights under this Agreement without your consent. Any amendment of this Agreement shall be in writing and signed by an authorized member of the Committee or a person or persons designated by ...