Cto Employment Agreement

Exhibit 10.2


June 11, 2003


Mr. Hank Ratner


Re: EMPLOYMENT AGREEMENT


Dear Mr. Ratner:


This letter will confirm the terms of your employment by Cablevision Systems Corporation (the "COMPANY").


You shall continue to be employed as Vice Chairman through December 31, 2006, with possible one-year extensions as provided below. 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. Your employment term will automatically be extended for additional one-year periods effective as of December 31, 2004 (I.E., to December 31, 2007), 2005 (I.E., to December 31, 2008) and 2006 (I.E., to December 31, 2009) unless either party notifies the other in writing of its election not to extend by the preceding October 31.


Your annual base salary will be a minimum of $1,200,000, subject to annual review and increase by the Compensation Committee of the Board of Directors (the "COMPENSATION COMMITTEE") in its discretion. Your base salary shall not be reduced during the time of this Agreement.


Your annual bonus will have a target of 125% of your annual base salary, and may range from 0% to 250% of your annual base salary, as the Compensation Committee shall determine in its discretion.


You will receive, reasonably promptly after the execution of this Agreement, an award of stock options with a 10 year term covering 150,000 shares of Class A Common Stock with an exercise price equal to fair market value of the underlying stock on the date of grant and vesting in equal one-third installments on each of the first three anniversaries of the grant. The options will be issued under the Company's Employee Stock Plan.


You will receive, reasonably promptly after the execution of this Agreement, an award of 150,000 shares of restricted Class A Common Stock under the Company's Employee Stock Plan, the restrictions on which and other provisions of which will be the same as those applying to comparable awards to other senior executives of the Company and will expire on the fourth anniversary of the grant.


You will receive a performance award covering a three-year performance period beginning on January 1, 2004. The size and other terms of the award will be determined by the Compensation Committee in its discretion.


You will continue to participate in all employee benefits and future grants (including stock options, stock appreciation and conjunctive rights, performance awards, deferred compensation, incentive plans and similar programs) at the level available to senior management of the Company.


You and the Company agree to be bound by the additional covenants applicable to each that are set forth in ANNEX B, which shall be deemed to be part of this Agreement.


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, or (3) by you for "Good Reason," and at the time of such termination under clauses (1), (2) or (3) "Cause" does not exist, then, subject to your execution and delivery of the Company's then standard severance agreement (modified to reflect the terms of this Agreement) which will include, without limitation, general releases, and non-competition, non-solicitation, non-disparagement, confidentiality and conflict of interest provisions substantially similar to those set forth in ANNEX B, the Company will provide you with the following benefits and rights:


1. An upfront severance payment in an amount determined
at the discretion of the Compensation Committee, but
in no event less than 2.99 times the sum of your
annual base salary and your annual target bonus as in
effect at the time your employment terminates;


2. Continued payment of premiums on the existing whole
life insurance policies on your life with Mass Mutual
and New York Life until (i) they are paid in full or
(ii) the cash value of each such policy is sufficient
that all future premiums necessary to keep such
policy in force may be paid by borrowing within such
policy against such cash value without decreasing the
death benefit;


3. All of your outstanding incentive and/or performance
grants and awards (and similar plans and programs)
shall be deemed vested and/or earned (as applicable),
and all restrictions on any restricted stock granted
to you under plans of the Company shall be
eliminated;


4. The immediate vesting of all stock options and stock
appreciation and conjunctive rights awards (and
similar plans and programs) granted to you under
plans of the Company and the continuation of the
right to exercise those options and awards for the
remainder of the term of such options and awards,
irrespective of the termination of your employment;
and


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5. The right to enter into a consulting agreement with
the Company containing the following terms and other
customary terms:


a. The terms of such consulting agreement shall
be three years from the date your employment
ceases;


b. During such term you shall provide advice
and counsel to the Company as requested but
for no more than 80 hours in any calendar
month;


c. During the first year of such term your
compensation shall be $600,000 and your
compensation shall thereafter be reviewed
annually by the Compensation Committee and
shall be such amount as the Compensation
Committee shall determine, in its
discretion, but not less than $600,000; and


d. During such term you shall be provided with
an office and adequate support.


If you cease to be an employee of the Company as a result of your death or physical or mental disability, you (or your estate or beneficiary) will receive payment of all your outstanding bonus and restricted share and deferred compensation awards; the right to receive payment of all outstanding performance awards, at such time, if any, as such awards shall be earned (as if you remained in the continuous employ of the Company through the payment date); and the right to exercise all your stock option and stock appreciation and conjunctive rights awards for the remainder of the term of this Agreement or for a period of one year, if greater, whether or not such awards shall be due and exercisable at the time and all restrictions on any restricted stock shall be eliminated.


If your employment with the Company is terminated (other than for Cause) prior to December 31 of any year, you shall receive a prorated bonus for the portion of the ...