\n| <\/td>\n | \n (b)<\/p>\n<\/td>\n | \n Any unpaid annual bonus for the calendar year prior to the calendar year
\nwhich includes your Termination Date, which will be paid to you when such
\nbonuses are generally paid to similarly situated active employees and will be
\ncalculated on the same basis as if you remained an active employee at the time
\nof determination and payment of such bonuses; and a pro rated<\/em> bonus
\nbased on the amount of your base salary actually earned by you during the
\ncalendar year through the Termination Date, provided<\/em> that such bonus
\npayment, if any, will be payable to you if and when such bonuses are generally
\npaid to similarly situated active employees and will be based on your then
\ncurrent annual target bonus as well as Company and your business unit
\nperformance as determined by the Company in its sole discretion, but without
\nadjustment for your individual performance;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n| <\/td>\n | \n (c)<\/p>\n<\/td>\n | \n Each of your outstanding long-term cash awards granted under the plans of the
\nCompany shall immediately vest in full and shall be payable to you at the same
\ntime as such awards are paid to active employees of the Company and the payment
\namount of such award shall be to the same extent that other similarly situated
\nactive executives receive payment as determined by the Compensation Committee
\n(subject to satisfaction of any applicable performance criteria); provided,
\nhowever, that (i) in the event of a “Going Private Transaction”, as such term is
\ndefined in your respective long-term cash performance award agreements, then any
\nmore favorable provisions set forth in such agreements (including with respect
\nto timing of payment) with respect to treatment of outstanding awards in the
\nevent of a Going Private Transaction shall be applicable in lieu of the
\nforegoing provisions; and (ii) for the avoidance of doubt, in the event of a
\n“Change of Control”, as such term is defined in your respective long-term cash
\nperformance award agreements, your outstanding long-term awards shall be paid to
\nyou at the same time as such awards are paid to active employees of the Company,
\nif such time is earlier than you otherwise would have been paid such awards
\npursuant hereto.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n
\n<\/p>\nMr. David G. Ellen<\/p>\n<\/p>\n Page 3<\/p>\n<\/p>\n<\/p>\n \n\n\n| <\/td>\n | \n (d)<\/p>\n<\/td>\n | \n Each of your outstanding restricted stock or restricted stock unit awards
\ngranted to you under the plans of the Company shall continue to vest in
\naccordance with their original vesting schedule and payments or deliveries with
\nrespect to your restricted stock and restricted stock units shall be made on the
\noriginal vesting date (or, in the case of restricted stock units, on the
\noriginal distribution date); provided, however, that at the time of your
\ntermination from employment, the Company shall withhold and settle a portion of
\neach of your outstanding restricted stock awards in an amount sufficient to fund
\nthe minimum statutory tax withholding requirements (including, federal, state
\nand local income and employment taxes) resulting from the recognition of income
\nin respect of each such outstanding restricted stock award, and make a
\npayroll tax contribution in such amount on your behalf<\/strong>; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n| <\/td>\n | \n (e)<\/p>\n<\/td>\n | \n Each of your outstanding stock options and stock appreciation awards under
\nthe plans of the Company shall continue to vest in accordance with their
\noriginal vesting schedule and you shall have the right to exercise each of those
\noptions and stock appreciation awards for the remainder of the term of such
\noption or award.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n If you die after a termination of your employment that is subject to this
\nParagraph 6, your estate or beneficiaries will be provided with any remaining
\nbenefits and rights under this Paragraph 6.<\/p>\n<\/p>\n<\/p>\n 7. If you cease to be an employee of the Company prior to the Scheduled
\nExpiration Date as a result of your death or your physical or mental disability,
\nand at such time Cause does not exist then, subject (other than in the case of
\ndeath) to your execution and delivery, within 60 days after the date of
\ntermination of your employment, and non-revocation (within any applicable
\nrevocation period) of the Separation Agreement, you or your estate or
\nbeneficiary shall be provided with the benefits and rights set forth in
\nParagraphs 6(b), (d) and (e) above, and each of your outstanding long-term cash
\nawards granted under the plans of the Company shall immediately vest in full,
\nwhether or not subject to performance criteria and shall be payable on the 90th
\nday after the termination of your employment; provided, that if any such award
\nis subject to any performance criteria, then (i) if the measurement period for
\nsuch performance criteria has not yet been fully completed, then the payment
\namount shall be at the target amount for such award and (ii) if the measurement
\nperiod for such performance criteria has already been fully completed, then the
\npayment of such award shall be at the same time and to the extent that other
\nsimilarly situated executives receive payment as determined by the Compensation
\nCommittee (subject to satisfaction of the applicable performance criteria).<\/p>\n<\/p>\n<\/p>\n
\n<\/p>\nMr. David G. Ellen<\/p>\n<\/p>\n Page 4<\/p>\n<\/p>\n<\/p>\n 8. For purposes hereof, “Separation Agreement” shall mean the Company153s
\nstandard severance agreement (modified to reflect the terms of this Agreement)
\nwhich will include, without limitation, the provisions set forth in Annex A
\nhereto regarding non-compete (limited to one year), non-disparagement,
\nnon-solicitation, confidentiality and further cooperation obligations and
\nrestrictions on you (with Company reimbursement of your associated expenses in
\nconnection with any required post-employment cooperation) as well as a general
\nrelease by you of the Company and its affiliates (and their respective directors
\nand officers).<\/p>\n<\/p>\n<\/p>\n 9. Except as otherwise set forth in Paragraphs 6, and 7 hereof, in connection
\nwith any termination of your employment, your then outstanding equity and cash
\nincentive awards shall be treated in accordance with their terms and, other than
\nas provided in this Agreement, you shall not be eligible for severance benefits
\nunder any other plan, program or policy of the Company.<\/p>\n<\/p>\n<\/p>\n 10. For purposes of this Agreement, “Cause<\/em>” means your (i)
\ncommission of an act of fraud, embezzlement, misappropriation, willful
\nmisconduct, gross negligence or breach of fiduciary duty against the Company or
\nan affiliate thereof, or (ii) commission of any act or omission that results in
\na conviction, plea of no contest, plea of nolo<\/em> contendere<\/em>, or
\nimposition of unadjudicated probation for any crime involving moral turpitude or
\nany felony.<\/p>\n<\/p>\n<\/p>\nFor purposes of this Agreement, “Good Reason<\/em>” means that (1) without
\nyour written consent, (A) your base salary or annual target bonus (as each may
\nbe increased from time to time in the Company153s sole discretion) is reduced, (B)
\nyour title (as in effect from time to time) is diminished, (C) you report
\ndirectly to someone other than the Chief Executive Officer of the Company, (D)
\nthe Company requires that your principal office be located outside of Nassau
\nCounty or the Borough of Manhattan, (E) the Company materially breaches its
\nobligations to you under this Agreement; or (F) your responsibilities as in
\neffect immediately after the date hereof are thereafter materially diminished,
\n(2) you have given the Company written notice, referring specifically to this
\nAgreement and definition, that you do not consent to such action, (3) the
\nCompany has not corrected such action within 15 days of receiving such notice,
\nand<\/u> (4) you voluntarily terminate your employment with the Company within
\n90 days following the happening of the action described in subsection (1) above.\n<\/p>\n<\/p>\n<\/p>\n11. This Agreement does not constitute a guarantee of employment for any
\ndefinite period. Your employment is at will and may be terminated by you or the
\nCompany at any time, with or without notice or reason.<\/p>\n<\/p>\n<\/p>\n 12. The Company may withhold from any payment due to you any taxes required
\nto be withheld under any law, rule or regulation. If any payment otherwise due
\nto you hereunder would result in the imposition of the excise tax imposed by
\nSection 4999 of the Internal Revenue Code, the Company will instead pay you
\neither (i) such amount or (ii) the maximum amount that could be paid to you
\nwithout the imposition of the excise tax, depending on whichever amount results
\nin your receiving the greater amount of after-tax proceeds. In the event that
\nthe payments and benefits payable to you would be reduced as provided in the
\nprevious sentence, then such reduction will be determined in a manner which has
\nthe least economic cost to you and, to the extent the economic cost is
\nequivalent, such payments or benefits will be reduced in the inverse order of
\nwhen the payments or benefits would have been made to you (i.e.<\/em> later
\npayments will be reduced first) until the reduction specified is achieved.<\/p>\n<\/p>\n<\/p>\n
\n<\/p>\nMr. David G. Ellen<\/p>\n<\/p>\n Page 5<\/p>\n<\/p>\n<\/p>\n 13. It is intended that this Agreement will comply with Section 409A of the
\nCode and Section 409A to the extent the Agreement is subject thereto, and the
\nAgreement shall be interpreted on a basis consistent with such intent. If and to
\nthe extent that any payment or benefit under this Agreement, or any plan, award
\nor arrangement of the Company or its affiliates, constitutes “non-qualified
\ndeferred compensation” subject to Section 409A and is payable to you by reason
\nof your termination of employment, then (a) such payment or benefit shall be
\nmade or provided to you only upon a “separation from service” as defined for
\npurposes of Section 409A under applicable regulations and (b) if you are a
\n“specified employee” (within the meaning of Section 409A as determined by the
\nCompany), such payment or benefit shall not be made or provided before the date
\nthat is six months after the date of your separation from service (or your
\nearlier death). Any amount not paid or benefit not provided in respect of the
\nsix month period specified in the preceding sentence will be paid to you,
\ntogether with interest on such delayed amount at a rate equal to the average of
\nthe one-year LIBOR fixed rate equivalent for the ten business days prior to the
\ndate of your employment termination, in a lump sum or provided to you as soon as
\npracticable after the expiration of such six month period. Any such payment or
\nbenefit shall be treated as a separate payment for purposes of Section 409A to
\nthe extent Section 409A applies to such payments.<\/p>\n<\/p>\n 14. To the extent you are entitled to any expense reimbursement from the
\nCompany that is subject to Section 409A, (i) the amount of any such expenses
\neligible for reimbursement in one calendar year shall not affect the expenses
\neligible for reimbursement in any other taxable year (except under any lifetime
\nlimit applicable to expenses for medical care), (ii) in no event shall any such
\nexpense be reimbursed after the last day of the calendar year following the
\ncalendar year in which you incurred such expense, and (iii) in no event shall
\nany right to reimbursement be subject to liquidation or exchange for another
\nbenefit.<\/p>\n<\/p>\n<\/p>\n 15. The Company will not take any action, or omit to take any action, that
\nwould expose any payment or benefit to you to the additional tax of Section
\n409A, unless (i) the Company is obligated to take the action under an agreement,
\nplan or arrangement to which you are a party, (ii) you request the action, (iii)
\nthe Company advises you in writing that the action may result in the imposition
\nof the additional tax and (iv) you subsequently request the action in a writing
\nthat acknowledges you will be responsible for any effect of the action under
\nSection 409A. The Company will hold you harmless for any action it may take or
\nomission in violation of this Paragraph 15, including any attorney153s fees you
\nmay incur in enforcing your rights.<\/p>\n<\/p>\n<\/p>\n 16. It is our intention that the benefits and rights to which you could
\nbecome entitled in connection with termination of employment comply with Section
\n409A. If you or the Company believes, at any time, that any of such benefit or
\nright does not comply, it will promptly advise the other and will negotiate
\nreasonably and in good faith to amend the terms of such arrangement such that it
\ncomplies (with the most limited possible economic effect on you and on the
\nCompany).<\/p>\n<\/p>\n
\n<\/p>\nMr. David G. Ellen<\/p>\n<\/p>\n Page 6<\/p>\n<\/p>\n<\/p>\n 17. This Agreement is personal to you and without the prior written consent
\nof the Company shall not be assignable by you. This Agreement shall inure to the
\nbenefit of and be enforceable by your legal representatives. This Agreement
\nshall inure to the benefit of and be binding upon the Company and its successors
\nand assigns.<\/p>\n<\/p>\n<\/p>\n 18. To the extent permitted by law, you and the Company waive any and
\nall rights to a jury trial with respect to any matter relating to this Agreement
\n(including the covenants set forth in Annex A hereof). This Agreement will be
\ngoverned by and construed in accordance with the law of the State of New York
\napplicable to contracts made and to be performed entirely within that
\nState.<\/strong><\/p>\n<\/p>\n<\/p>\n19. Both the Company and you hereby irrevocably submit to the jurisdiction of
\nthe courts of the State of New York and the federal courts of the United States
\nof America in each case located in the City of New York , Borough of Manhattan,
\nsolely in respect of the interpretation and enforcement of the provisions of
\nthis Agreement, and each party hereby waives, and agrees not to assert, as a
\ndefense that either party, as appropriate, is not subject thereto or that the
\nvenue thereof may not be appropriate. You and the Company each agree that
\nmailing of process or other papers in connection with any such action or
\nproceeding in any manner as may be permitted by law shall be valid and
\nsufficient service thereof.<\/p>\n<\/p>\n<\/p>\n 20. This Agreement may not be amended or modified otherwise than by a written
\nagreement executed by the parties hereto or their respective successors and
\nlegal representatives. The invalidity or unenforceability of any provision of
\nthis Agreement shall not affect the validity or enforceability of any other
\nprovision of this Agreement. It is the parties153 intention that this Agreement
\nnot be construed more strictly with regard to you or the Company.<\/p>\n<\/p>\n<\/p>\n 21. You agree to keep this Agreement and its terms strictly confidential
\n(unless it is made public by the Company); provided<\/em> that (1) you are
\nauthorized to make any disclosure required of you by any federal, state or local
\nlaws or judicial proceedings, after providing the Company with prior written
\nnotice and an opportunity to respond to such disclosure (unless such notice is
\nprohibited by law) and (2) you are authorized to disclose this Agreement and its
\nterms to your legal, financial and tax advisors so long as such advisors agree
\nto maintain the confidentiality of this Agreement.<\/p>\n<\/p>\n<\/p>\n22. This Agreement reflects the entire under -standing and agreement of you
\nand the Company with respect to the subject matter hereof and supersedes all
\nprior understandings or agreements relating thereto, including the prior
\nemployment agreement between you and the Company (the “Original Agreement”)
\nwhich shall automatically terminate and be of no further force and effect upon
\nthe execution hereof: provided, however, that you shall continue to be entitled
\nto any compensation, payments or other benefits to which you became entitled
\nprior to the date hereof pursuant to the Original Agreement which have not been
\npaid or delivered to you as of the date hereof (without duplication of any
\ncompensation, payment or other benefit payable to you pursuant to this
\nAgreement).<\/p>\n<\/p>\n
\n<\/p>\nMr. David G. Ellen<\/p>\n<\/p>\n Page 7<\/p>\n<\/p>\n<\/p>\n 23. This Agreement will automatically terminate, and be of no further force
\nor effect, on December 31, 2016; provided, however, that the provisions of
\nParagraphs 6 through 9, 12 through 23 and Annex A shall survive the termination
\nof the Agreement and remain binding on you and the Company in accordance with
\ntheir terms.<\/p>\n<\/p>\n<\/p>\n
\n<\/p>\n\n\n\n| <\/td>\n | <\/td>\n | \n Sincerely,<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n CABLEVISION SYSTEMS CORPORATION<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n \/s\/ James L. Dolan<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n By: James L. Dolan<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Title: Chief Executive Officer<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n Accepted and Agreed:<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n \/s\/ David G. Ellen<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n David G. Ellen<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n
\n<\/p>\nMr. David G. Ellen<\/p>\n<\/p>\n Page 9<\/p>\n<\/p>\n<\/p>\n ANNEX A<\/p>\n \n ADDITIONAL COVENANTS<\/p>\n \n (This Annex constitutes part of the Agreement)<\/p>\n \n<\/p>\n You agree to comply with the following covenants in addition to those set
\nforth in the Agreement.<\/p>\n<\/p>\n<\/p>\n 1. CONFIDENTIALITY<\/p>\n<\/p>\n<\/p>\n You agree to retain in strict confidence and not divulge, disseminate, copy
\nor disclose to any third party any Confidential Information, other than for
\nlegitimate business purposes of the Company and its subsidiaries. As used
\nherein, “Confidential Information” means any non-public information that is
\nmaterial or of a confidential, proprietary, commercially sensitive or personal
\nnature of, or regarding, the Company or any of its subsidiaries or any current
\nor former director, officer or member of senior management of any of the
\nforegoing (collectively “Covered Parties”). The term Confidential Information
\nincludes information in written, digital, oral or any other format and includes,
\nbut is not limited to (i) information designated or treated as confidential;
\n(ii) budgets, plans, forecasts or other financial or accounting data; (iii)
\nsubscriber, customer, fan, vendor or shareholder lists or data; (iv) technical
\nor strategic information regarding the Covered Parties153, cable, data, telephone,
\nprogramming, advertising, film production, motion picture exhibition, newspaper,
\nmultichannel video data and distribution services or other businesses; (v)
\nadvertising, business, sales or marketing tactics and strategies; (vi) policies,
\npractices, procedures or techniques; (vii) trade secrets or other intellectual
\nproperty; (viii) information, theories or strategies relating to litigation,
\narbitration, mediation, investigations or matters relating to governmental
\nauthorities; (ix) terms of agreements with third parties and third party trade
\nsecrets; (x) information regarding employees, agents, consultants, advisors or
\nrepresentatives, including their compensation or other human resources policies
\nand procedures; and (xi) any other information the disclosure of which may have
\nan adverse effect on the Covered Parties153 business reputation, operations or
\ncompetitive position, reputation or standing in the community.<\/p>\n<\/p>\n<\/p>\n If disclosed, Confidential Information or Other Information could have an
\nadverse effect on the Company153s standing in the community, its business
\nreputation, operations or competitive position or the standing, reputation,
\noperations or competitive position of any of its affiliates subsidiaries,
\nofficers, directors, employees, consultants or agents.<\/p>\n<\/p>\n<\/p>\n Notwithstanding the foregoing, the obligations of this section, other than
\nwith respect to subscriber information, shall not apply to Confidential
\nInformation which is:<\/p>\n<\/p>\n<\/p>\n a) already in the public domain;<\/p>\n<\/p>\n<\/p>\n b) disclosed to you by a third party with the right to disclose it in good
\nfaith; or<\/p>\n<\/p>\n<\/p>\n
\n<\/p>\nMr. David G. Ellen<\/p>\n<\/p>\n Page 10<\/p>\n<\/p>\n<\/p>\n c) specifically exempted in writing by the Company from the applicability of
\nthis Agreement.<\/p>\n<\/p>\n<\/p>\n Notwithstanding anything elsewhere in this Agreement, you are authorized to
\nmake any disclosure required of you by any federal, state and local laws or
\njudicial, arbitral or governmental agency proceedings, after providing the
\nCompany with prior written notice and an opportunity to respond prior to such
\ndisclosure. In addition, this Agreement in no way restricts or prevents you from
\nproviding truthful testimony concerning the Company to judicial, administrative,
\nregulatory or other governmental authorities.<\/p>\n<\/p>\n<\/p>\n 2. NON-COMPETE<\/p>\n<\/p>\n<\/p>\n You acknowledge that due to your executive position in the Company and your
\nknowledge of the Company153s confidential and proprietary information, your
\nemployment or affiliation with certain entities would be detrimental to the
\nCompany. You agree that, without the prior written consent of the Company and to
\nthe extent permissible under applicable rules of professional responsibility,
\nyou will not represent, become employed by, consult to, advise in any manner or
\nhave any material interest in any business directly or indirectly in any
\nCompetitive Entity (as defined below). A “Competitive Entity” shall mean (1) any
\nperson or entity that competes with any of the Company153s or its affiliates153
\ncable television, telephone, on-line data, on-line content, or newspaper
\nbusinesses or that competes with any of the Company153s or its affiliates153
\nprogramming businesses, nationally or regionally or that competes with any other
\nbusiness of the Company or its affiliates that produced greater than 10% of the
\nCompany153s revenues in the calendar year immediately preceding the year in which
\nthe determination is made; or (2) any trade or professional association
\nrepresenting any of the companies covered by this paragraph, other than the
\nNational Cable Television Association and any state cable television
\nassociation. For purposes of this Agreement, an affiliate of the Company shall
\nmean an entity that directly or indirectly controls or is controlled by the
\nCompany. An entity shall be deemed to compete with the on-line content business
\nof the Company, or any of its affiliates only if the entity directly competes
\nagainst the on-line content business of the Company, or its affiliate; provided,
\nhowever, that an entity153s business shall not be deemed to directly compete
\nmerely by the fact that the business sells ads on-line, unless the business
\nspecifically targets such ads to the same customers or potential customers as
\nbeing targeted by the on-line content business of the Company, its subsidiary or
\naffiliate. Ownership of not more than 1% of the outstanding stock of any
\npublicly traded company shall not be a violation of this paragraph. This
\nagreement not to compete will expire upon the one year anniversary of the date
\nof your termination of employment with the Company.<\/p>\n<\/p>\n<\/p>\n 3. ADDITIONAL UNDERSTANDINGS<\/p>\n<\/p>\n<\/p>\n You agree, for yourself and others acting on your behalf, that you (and they)
\nhave not disparaged and will not disparage, make negative statements about or
\nact in any manner which is intended to or does damage to the good will of, or
\nthe business or personal reputations of the Company or any of its incumbent or
\nformer officers, directors, agents, consultants, employees, or successors and
\nassigns.<\/p>\n<\/p>\n<\/p>\n
\n<\/p>\nMr. David G. Ellen<\/p>\n<\/p>\n Page 11<\/p>\n<\/p>\n<\/p>\n Unless the Company determines in good faith that you have committed any
\nmalfeasance during your employment by the Company, the Company agrees that its
\ncorporate officers and directors, employees in its public relations department
\nor third party public relations representatives retained by the Company will not
\ndisparage you or make negative statements in the press or other media which are
\ndamaging to your business or personal reputation. In the event that the Company
\nso disparages you or makes such negative statements, then notwithstanding the
\n“Additional Understandings” provision to the contrary, you may make a
\nproportional response thereto.<\/p>\n<\/p>\n<\/p>\n In addition, you agree that the Company is the owner of all rights, title and
\ninterest in and to all documents, tapes, videos, designs, plans, formulas,
\nmodels, processes, computer programs, inventions (whether patentable or not),
\nschematics, music, lyrics and other technical, business, financial, advertising,
\nsales, marketing, customer or product development plans, forecasts, strategies,
\ninformation and materials (in any medium whatsoever) developed or prepared by
\nyou or with your cooperation during the course of your employment by the Company
\n(the “Materials”). The Company will have the sole and exclusive authority to use
\nthe Materials in any manner that it deems appropriate, in perpetuity, without
\nadditional payment to you.<\/p>\n<\/p>\n<\/p>\n 4. FURTHER COOPERATION<\/p>\n<\/p>\n<\/p>\n Following the date of termination of your employment with the Company (the
\n“Expiration Date”), you will no longer provide any regular services to the
\nCompany or represent yourself as a Company agent. If, however, the Company so
\nrequests, you agree to cooperate fully with the Company in connection with any
\nmatter with which you were involved prior to the Expiration Date, or in any
\nlitigation or administrative proceedings or appeals (including any preparation
\ntherefore) where the Company believes that your personal knowledge, attendance
\nand participation could be beneficial to the Company. This cooperation includes,
\nwithout limitation, participation on behalf of the Company in any litigation or
\nadministrative proceeding brought by any former or existing Company employees,
\nrepresentatives, agents or vendors. The Company will pay you for your services
\nrendered under this provision at the rate of $6,800 per day for each day or part
\nthereof, within 30 days of approved invoice therefor.<\/p>\n<\/p>\n<\/p>\n The Company will provide you with reasonable notice in connection with any
\ncooperation it requires in accordance with this section and will take reasonable
\nsteps to schedule your cooperation in any such matters so as not to materially
\ninterfere with your other professional and personal commitments. The Company
\nwill reimburse you for any reasonable out-of-pocket expenses you reasonably
\nincur in connection with the cooperation you provide hereunder as soon as
\npracticable after you present appropriate documentation evidencing such
\nexpenses. You agree to provide the Company with an estimate of such expense
\nbefore you incur the same.<\/p>\n<\/p>\n<\/p>\n 5. NON-HIRE OR SOLICIT<\/p>\n<\/p>\n<\/p>\n You agree not to hire, seek to hire, or cause any person or entity to hire or
\nseek to hire (without the prior written consent of the Company), directly or
\nindirectly (whether for your own interest or any other person or entity153s
\ninterest) any then current employee of the Company, or any of its subsidiaries
\nor affiliates (other than The Madison SquareGarden Company and its subsidiaries
\nor AMC Networks, Inc. or its subsidiaries), until the first anniversary of the
\ndate of your termination of employment with the Company. This restriction does
\nnot apply to<\/p>\n<\/p>\n any employee who was discharged by the Company. In addition, this restriction
\nwill not prevent you from providing references.<\/p>\n<\/p>\n
\n<\/p>\nMr. David G. Ellen<\/p>\n<\/p>\n Page 12<\/p>\n<\/p>\n<\/p>\n 6. ACKNOWLEDGMENTS<\/p>\n<\/p>\n<\/p>\n You acknowledge that the restrictions contained in this Annex A, in light of
\nthe nature of the Company153s business and your position and responsibilities, are
\nreasonable and necessary to protect the legitimate interests of the Company. You
\nacknowledge that the Company has no adequate remedy at law and would be
\nirreparably harmed if you breach or threaten to breach the provisions of this
\nAnnex A, and therefore agree that the Company shall be entitled to injunctive
\nrelief, to prevent any breach or threatened breach of any of those provisions
\nand to specific performance of the terms of each of such provisions in addition
\nto any other legal or equitable remedy it may have. You further agree that you
\nwill not, in any equity proceeding relating to the enforcement of the provisions
\nof this Annex A, raise the defense that the Company has an adequate remedy at
\nlaw. Nothing in this Annex A shall be construed as prohibiting the Company from
\npursuing any other remedies at law or in equity that it may have or any other
\nrights that it may have under any other agreement. If it is determined that any
\nof the provisions of this Annex A or any part thereof, is unenforceable because
\nof the duration or scope (geographic or otherwise) of such provision or because
\nof applicable rules of professional responsibility, it is the intention of the
\nparties that the duration or scope of such provision, as the case may be, shall
\nbe reduced so that such provision becomes enforceable and, in its reduced form,
\nsuch provision shall then be enforceable and shall be enforced.<\/p>\n<\/p>\n<\/p>\n 7. SURVIVAL<\/p>\n<\/p>\n<\/p>\n The provisions of this Annex A shall survive any termination of your
\nemployment by the Company or the expiration of the Agreement.<\/p>\n<\/p>\n
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