June 6, 2011 Mr. Charles F. Dolan, Cablevision Systems Corporation, 1111 Stewart Avenue, Bethpage, NY 11714. Dear Charles: Re: Amendment to Employment Arrangements
Exhibit 99.1
June 6, 2011
Xx. Xxxxxxx X. Xxxxx,
Cablevision Systems Corporation,
0000 Xxxxxxx Xxxxxx,
Xxxxxxxx, XX 00000.
Cablevision Systems Corporation,
0000 Xxxxxxx Xxxxxx,
Xxxxxxxx, XX 00000.
Dear Xxxxxxx:
Re: Amendment to Employment Arrangements
This letter amends your Employment Agreement (your “Employment Agreement”) dated January 27,
1986 with Cablevision Systems Corporation (the “Company”), as amended by the letter dated December
18, 2008.
Background and Effective Date
As you know, the Company intends to spin-off its AMC Networks Inc. subsidiary. The purpose of
this letter is to amend your Employment Agreement to reflect that if the spin-off is consummated,
you will simultaneously serve as Chairman of the Company and Executive Chairman of AMC Networks
Inc. (“AMC”). This letter will be effective on the date on which the spin-off of AMC from the
Company is consummated. If the spin-off of AMC does not occur by June 30, 2012, this letter will
be null and void and of no force or effect.
Amendments
1. Duties
The following paragraph is added at the end of section 2 of your Employment Agreement:
“Cablevision acknowledges that, in addition to Xxxxx’x services pursuant to this Agreement,
Xxxxx will simultaneously serve, and is expected to devote a portion of his business time and
attention serving, as Executive Chairman of AMC Networks Inc. (“AMC”). Cablevision understands that
Xxxxx is entering into an Employment Agreement with AMC contemporaneous with the amendment of this
Agreement and recognizes and agrees that Xxxxx’x responsibilities to AMC will preclude Xxxxx from
devoting substantially all of Xxxxx’x time and attention to Cablevision’s affairs. In
addition, as recognized in Cablevision’s Policy Concerning Matters Related to AMC Networks Inc.
Including Responsibilities of Overlapping Directors and Officers, there may be certain potential
conflicts of interest and fiduciary duty issues associated with Xxxxx’x dual roles at Cablevision
and AMC. Cablevision recognizes and agrees that none of (i) Xxxxx’x dual responsibilities at
Cablevision and AMC, (ii) Xxxxx’x inability to devote substantially all of Xxxxx’x 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 AMC
Networks Inc. Including Responsibilities of Overlapping Directors and Officers or (iv) any actions
taken, or omitted to be taken, by Xxxxx in good faith to comply with Xxxxx’x duties and
responsibilities to Cablevision in light of Xxxxx’x dual responsibilities to Cablevision and AMC,
shall be deemed to be a breach by Xxxxx of Xxxxx’x obligations under this Agreement.”
2. Compensation; Benefits
The following paragraphs are added at the end of section 3 of the Employment Agreement:
“Xxxxx acknowledges that any continuing service requirements with respect to outstanding
long-term cash and equity awards that were granted to him under the plans of Cablevision prior to
the date on which the spin-off of AMC from Cablevision is consummated (including any AMC stock
options or AMC restricted stock received in connection with such spin-off) shall be based solely on
his continued services to Cablevision and its affiliates (other than AMC and its subsidiaries).
Xxxxx and Cablevision acknowledge that any cash payable pursuant to any such awards shall be the
sole responsibility and liability of Cablevision and that AMC shall have no liability to Xxxxx with
respect to such cash payable.”
“For the purposes of clarity, Cablevision and Xxxxx agree that (i) Xxxxx’x Performance Award
Agreement dated March 29, 2011 will not be cancelled upon the spin-off, shall remain the sole
responsibility and liability of Cablevision and shall remain subject to its existing terms,
including the performance objectives set forth on Annex 1 of such agreement and (ii) Xxxxx’x
Restricted Shares Agreement dated March 15, 2011 will not be cancelled upon the spin-off nor
replaced with an equivalent restricted share award of AMC and shall remain the sole responsibility
and liability of Cablevision.”
General Provisions
This letter will be governed by and construed in accordance with the law of the State of New
York applicable to contracts made and to be performed entirely within that State. This letter may
not be amended or modified other than by a written agreement executed by the parties or their
respective successors and legal representatives. References in this letter to any statute or
agreement are to the statute or agreement as amended, modified, supplemented or replaced from time
to time (and, in the case of
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statutes, include any rules, regulations or guidance promulgated under the statute);
references to any section or paragraph of any statute or agreement include any successor section or
paragraph. It is the intention that this letter not be construed more strictly with regard to you
or the Company.
CABLEVISION SYSTEMS CORPORATION |
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/s/ Xxxxx X. Xxxxx | ||||
By: Xxxxx X. Xxxxx | ||||
Title: | President & Chief Executive Officer | |||
Accepted and agreed: |
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/s/ Xxxxxxx X. Xxxxx
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