Cable Operators

Cablevision Extends Contracts For Dolan, Rutledge, Ratner

12/24/2009 4:47 PM Eastern

Cablevision Systems entered into employment agreements with president and CEO James Dolan, chief operating officer Tom Rutledge and vice chairman Hank Ratner through Dec. 31, 2014, while Madison Square Garden -- ahead of its expected spin-off from Cablevision in early 2010 -- established separate agreements with Dolan and Ratner.

Cablevision disclosed the employment agreements in an 8-K filing Thursday (Dec. 24) with the Securities and Exchange Commission.

Dolan, as president and CEO of Cablevision, will receive an annual base salary of $1.5 million plus an annual bonus of up to $6 million. In addition, in calendar year 2010, Dolan will be entitled to receive one or more long-term cash and/or equity awards with an aggregate target value of $7 million, according to the SEC filing. Cablevision expects long-term cash or equity awards of similar aggregate target values will be made to Dolan in subsequent years.

James Dolan at MSGAfter the MSG spin-off, Dolan will be executive chairman of MSG and "will devote a portion of his business time to that role." The new MSG agreement provides for Dolan's employment through Dec. 31, 2014, at a minimum annual base salary of $500,000 plus an annual target bonus of up to $2 million. From MSG, Dolan will be entitled to receive one or more long-term cash and/or equity awards with an aggregate target value of $1.75 million in 2010, with similar awards in following years.

Rutledge's extended contract provides a minimum annual base salary of $1.638 million with an annual bonus up to $6.55 million, and he is entitled to long-term cash and/or equity awards with an aggregate target value of $6.8 million in calendar year 2010.

In addition, Rutledge will receive a one-time bonus $7.75 million; if his employment with Cablevision is terminated prior to Dec. 31, 2012, he will be required to repay a pro-rated amount of the cash award.

Cablevision also gave Rutledge a one-time grant of Class A Common Stock with a target value of $10.75 million to be made no later than March 31, 2010, with certain restrictions.

Dolan's 2008 salary was $1.8 million and his bonus $6.6 million, according to Cablevision's latest annual proxy. Rutledge's salary was $1.6 million in 2008 and he received a $5.3 million bonus.

Ratner, who will be president and CEO of MSG following the spin-off, will "devote a majority of his time to his role at MSG but he will also retain his position as Cablevision's vice chairman and will devote a portion of his time to that role," so he received two separate employment agreements that will become effective upon the consummation of the spin-off of MSG. Cablevision also agreed to extend the expiration date of his current employment agreement with Cablevision until March 31, 2010, or the date of the spin-off, whichever is sooner.

As vice chairman of Cablevision, Ratner will have a minimum annual base salary of $500,000 and an annual target bonus up to $2 million. In calendar year 2010, Ratner is entitled to long-term cash and/or equity awards with an aggregate target value of $1.4 million. In addition, Ratner will receive a one-time special award of shares of restricted Cablevision Class A Common Stock with a target value of $1.75 million to be made no later than March 31, 2010, subject to restrictions; Cablevision also will establish and credit $15 million to a retirement account for Ratner's benefit.

As president and CEO of MSG, Ratner will receive an annual base salary of $1.2 million and up to $4.8 million bonus, and long-term cash and/or equity awards with an aggregate target value of $5.4 million in 2010 (with similar awards expected in subsequent years). Ratner also will receive a one-time stock grant worth $4.75 million from MSG no later than March 31, 2010, subject to certain conditions.

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