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Sales Plan: 2001 Trust Fbo Deborah Dolan-sweeney

This is an actual contract by Cablevision Systems.

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Sectors: Telecommunications
Governing Law: New York, View New York State Laws
Effective Date: April 07, 2004
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Exhibit 10


FINAL


SALES PLAN


Sales Plan dated April 7, 2004 (this "Sales Plan") between Charles F. Dolan 2001 Family Trust fbo Deborah A. Dolan-Sweeney ("Seller") and Bear, Stearns & Co. Inc. ("Bear Stearns"), acting as agent.


A. RECITALS


1. This Sales Plan is entered into between Seller and Bear Stearns as the Seller's adoption of a written plan for trading securities that complies with the requirements of Rule 10b5-1(c)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act").


2. Seller is establishing this Sales Plan in order to permit the orderly disposition of a portion of Seller's holdings of the Class A common stock, $0.01 par value per share of Cablevision Systems Corporation (the "Stock" and the "Issuer" as the case may be), consisting of Stock that Seller acquired as set forth in Section B.10 below.


B. SELLER'S REPRESENTATIONS, WARRANTIES AND COVENANTS


1. As of the date on which Seller executed this Sales Plan, Seller was not aware of any material nonpublic information concerning the Issuer or its securities. Seller entered into this Sales Plan in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws.


2. The securities to be sold under this Sales Plan are owned free and clear by Seller and are not subject to any liens, security interests or other encumbrances or limitations on disposition other than those imposed by Rules 144 or 145 under the Securities Act of 1933, as amended (the "Securities Act").


Bear Stearns acknowledges that the Stock to be sold under this Sales Plan will be acquired by the Seller upon conversion of shares of Class B common stock of Issuer currently owned by Seller.


3. Seller agrees to provide Bear Stearns with a certificate dated as of the date hereof and signed by the Issuer substantially in the form of Exhibit A hereto prior to commencement of sales of Stock pursuant to this Sales Plan.


4. Seller agrees to complete, execute and deliver to Bear Stearns a seller's representation letter dated as of the date hereof substantially in the form of Exhibit B hereto prior to the commencement of sales of Stock pursuant to this Sales Plan.


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5. The execution and delivery of this Sales Plan by Seller and the transactions contemplated by this Sales Plan will not contravene any provision of applicable law or any agreement or other instrument binding on Seller or any judgment, order or decree of any governmental body, agency or court having jurisdiction over Seller.


6. Seller agrees that until this Sales Plan has been terminated he shall, upon written request from Bear Stearns delivered to Seller from time to time, provide such information as is reasonably requested to confirm that sales under the Sales Plan are in compliance with Rule 144 or Rule 145.


7. Seller agrees that he shall not, directly or indirectly, communicate any information relating to the Stock or the Issuer to any employee of Bear Stearns or its affiliates who is involved, directly or indirectly, in executing this Sales Plan at any time while the Sales Plan is in effect.


8. (a) Seller agrees to make all filings, if any, required under Sections 13(d), 13(g) and 16 of the Exchange Act in a timely manner, to the extent any such filings are applicable to Seller. Bear Stearns shall, pursuant to Section G.5., notify Seller by facsimile, e-mail or telephone of any sales of Stock made pursuant to this Sales Plan no later than the next business day.


(b) Seller agrees that he shall in connection with the performance of this Sales Plan comply with all applicable laws, including, without limitation, Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.


(c) Seller acknowledges that Seller is deemed an insider (generally classified as an officer, director or 10% shareholder) of the Issuer.


9. (a) Seller represents and warrants that Seller acquired the Class B common stock over two years ago and that such shares are currently convertible into Class A common stock. Seller further represents and warrants that the Class A common stock to be sold pursuant to this Sales Plan may be sold in compliance with Rule 144 upon conversion.


(b) Seller agrees not to take, and agrees not to cause any person or entity with which Seller would be required to aggregate sales of Stock pursuant to paragraph (a)(2) or (e) of Rule 144 to take, any action that would cause the sales hereunder not to meet all applicable requirements of Rule 144.


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(c) Bear Stearns agrees to file Forms 144 for the sales to be effected under this Sales Plan at such times as Seller may be required or permitted by applicable law.(1)


(d) Bear Stearns agrees to conduct all sales pursuant to this Sales Plan in accordance with whatever provisions of Rule 144 or Rule 145 are applicable, including, but not limited to, the manner of sale requirement of Rule 144 of the Securities Act, and in no event shall Bear Stearns effect any sale if such sale would exceed the then-applicable volume limitation under Rule 144, assuming that, unless Bear Stearns shall be notified otherwise by Seller or the Issuer, in a timely manner, the sales to be made by Bear Stearns under this Sales Plan (together with Sales made under the Sales Plans, dated as of the date hereof, between each of Charles F. Dolan, CFD Trust #10, Charles F. Dolan 2001 Family Trust fbo Patrick F. Dolan, Charles F. Dolan 2001 Family Trust fbo Kathleen M. Dolan and Charles F. Dolan 2001 Family Trust fbo Marianne Dolan Weber (the "Other Sellers") and Bear Stearns (the "Aggregated Sales Plans") are the only sales subject to such limitation. Bear Stearns agrees that not more than an aggregate of 250,000 shares of Stock, which such amount may be adjusted as provided in Section C.3.d herein (and in the Aggregated Sales Plans) and, for sales after the Rainbow Spinoff, increased by the amount that the Monthly Sale Amount will be increased as set forth in Section C.3.d. herein and in the Aggregated Sales Plans, may be sold pursuant to this Sales Plan and the Aggregated Sales Plans during any 30 day period.


Seller hereby understands and agrees that Bear Stearns shall not be liable for any failure by the Seller or Issuer to timely inform Bear Stearns of any sales by Seller or by any individuals or entities that Seller must aggregate with or if Bear Stearns fails to receive such information prior to executing sales under this Plan.


10. Seller shall maintain in its account at Bear Stearns a sufficient number of shares to cover all sales contemplated by this Sales Plan together with stock powers and other necessary transfer documentation. Upon the request of Bear Stearns, Seller shall provide Bear Stearns with additional Forms 144 and other documentation necessary to carry out sales of Stock under this Sales Plan.


C. IMPLEMENTATION OF THE PLAN


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(1) The Seller's representation on the Forms 144 regarding Seller's knowledge of material information regarding the Issuer may be made as of the date the Sales Plan is adopted. The "Remarks" section of each Form 144 should state that the sale is being made pursuant to a previously adopted plan intended to comply with Rule 10b5-1(c) and indicate the later of the date the Sales Plan was adopted or was most recently amended and that the representation is made as of such date.


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1. Seller hereby appoints Bear Stearns to sell shares of Stock pursuant to the terms and conditions set forth below and on Schedule A hereto. Subject to such terms and conditions, Bear Stearns hereby accepts such appointment.


2. Bear Stearns is authorized to begin selling Stock pursuant to this Sales Plan commencing on May 1, 2004 and ending on the earliest of October 31, 2005, or two business days after receipt of notice of death of Seller or of the commencement of any proceedings in respect of or triggered by the Seller's bankruptcy or insolvency, or the date on which the maximum number of shares of Stock authorized to be sold under this Sales Plan, as set forth on Schedule A, have been sold.


3. (a) Subject to the terms and conditions of this Sales Plan, commencing on May 1, 2004, Bear Stearns may sell with time, price and amount discretion by Alan C. Greenberg, Jeffrey Mehl or another successor registered representative designated by Bear Stearns, a total of 720,000 shares of Stock (the "Sale Amount"). Subject to the terms and conditions of this Sales Plan, Bear Stearns shall sell the number of shares of Stock during each calendar month (each, a "Sale Month") as set forth on Schedule A (the "Monthly Sale Amount") which such amount may be adjusted pursuant to Section C.3.d below. The Monthly Sale Amount may be sold on any day that the principal market in which the Stock trades is open (each such day a "Sale Day"), at a gross price before deduction of commissions or mark-down of at least $23.00 per share ("Minimum Sale Price") which such amount may be adjusted pursuant to Section C.3.d.


Any Monthly Sale Amount shares not sold during a Sale Month shall be rolled over and sold on the next Sale Day that such shares of Stock may be sold in compliance with this Sales Plan.


Bear Stearns recognizes that the Seller does not want to file an inordinate number of Form 4's during any month and shall consider this desire as one factor among many in the course of exercising time, price and amount discretion over the sales.


(b) Subject to the Minimum Sale Price and the other applicable provisions of this Sales Plan, Bear Stearns shall sell the Sale Amount on each Sale Day under ordinary principles of best execution.


(c) The Seller agrees to pay Bear Stearns the commission set forth in the letter from Bear Stearns to the Seller and the Other Sellers (the "Fee Letter"). Bear Stearns will deduct its commission, the standard Securities and Exchange Commission fee, and any regulatory or transfer taxes from the proceeds of any sale of Stock under this Sales Plan.


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(d) The Monthly Sale Amount and any other applicable provisions of the Sales Plan shall be adjusted automatically on a proportionate basis to take into account any stock split, reverse stock split or stock dividend with respect to the Stock or any similar transaction with respect to the Issuer's stock that occurs during the Sales Plan.


In October 2003, the Issuer announced that its board of directors had approved an amended plan to spin-off the Issuer's recently launched satellite service, Rainbow DBS and three of Rainbow Media's national entertainment services - AMC, the Independent Film Channel and WE: Women's Entertainment - their subsidiaries, and certain other Rainbow businesses (the "Rainbow Spinoff") which, if completed will result in the formation of a new entity, referred to herein as "Rainbow Spinco." In the event the Rainbow Spinoff is completed, this Sales Plan shall continue to apply only to the Stock and shall not be adjusted to cover any shares of stock of Rainbow Spinco (the "Spinco Stock") received by Seller in respect of the Stock subject to the Sales Plan at the time of the spin off.


Upon the issuance of Spinco Stock pursuant to the Rainbow Spinoff, the Minimum Sale Price shall be adjusted as follows: the Minimum Sale Price per share of Stock shall equal the Minimum Sale Price per share of Stock as set forth above on the trading day immediately prior to the Rainbow Spinoff multiplied by a fraction, the numerator of which is the closing price of a share of Stock on the first day that Spinco Stock is publicly traded and the denominator of which is the sum of (x) the closing price of a share of Spinco Stock on the on the first day that Spinco Stock is publicly traded multiplied by the number of shares of Spinco Stock received in the Rainbow Spinoff in respect of a share of Stock plus (y) the closing price of a share of Stock on the first day that Sp
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