Cablevision 2014 Annual Report Download - page 76

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a specific date, and continued effectiveness in future periods is subject to the risks that controls may become inadequate because
of changes in conditions or that the degree of compliance with the policies and procedures may decline.
The Company's management conducted an assessment of the effectiveness of the Company's internal control over financial reporting
based on the framework established in Internal Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) (1992 framework). Based on this assessment, management concluded that
the Company's internal control over financial reporting was effective as of December 31, 2014.
Audit Report of the Independent Registered Public Accounting Firm
The effectiveness of the Company's internal control over financial reporting as of December 31, 2014 has been audited by KPMG
LLP, an independent registered public accounting firm, as stated in their audit reports on the Company’s internal control over
financial reporting appearing on pages F-1 and F-3.
Changes in Internal Control
None.
Item 9B. Other Information
In the Current Report on Form 8-K, filed February 6, 2015, the Company reported that (1) Mr. Brian G. Sweeney will become
Chief Financial Officer of the Company, effective March 1, 2015 (and will continue as the President of the Company), (2) Mr.
Gregg G. Seibert will cease to serve as Chief Financial Officer of the Company as of March 1, 2015, but will continue to serve as
Vice Chairman and (3) Mr. Seibert was appointed as a Vice Chairman of each of The Madison Square Garden Company and AMC
Networks Inc.
Employment Agreement with Gregg G. Seibert
On February 25, 2015, the Company entered into an employment agreement with Mr. Seibert, which replaced his prior employment
agreement. The agreement provides for Mr. Seibert’s continued employment as the Vice Chairman of the Company through
December 31, 2017, and his continued employment as Chief Financial Officer through February 28, 2015. The employment
agreement provides for an annual base salary of $1,875,000 through February 28, 2015, and an annual base salary of $625,000
thereafter (subject to annual review and potential increase in the discretion of the Company). The employment agreement also
provides for an annual target bonus equal to 200% of his annual base salary in the discretion of the Company. Mr. Seibert will
also be entitled to participate in future long-term cash and equity programs and arrangements that are made available to similarly
situated executives of the Company, with an annual long-term incentive target value of not less than $2,000,000. Under the
agreement, Mr. Seibert continues to be eligible to participate in the Company’s standard benefits program, subject to meeting the
relevant eligibility requirements, payment of required premiums, and the terms of the plans, and to receive the perquisites currently
provided to Mr. Seibert.
If, prior to or on December 31, 2017 (the “Scheduled Expiration Date”), Mr. Seibert’s employment with the Company is terminated
(i) by the Company without Cause, or (ii) by him for Good Reason, then, subject to his execution of a separation agreement with
the Company, the Company will provide him with the following benefits and rights:
(a) A severance payment in an amount determined at the discretion of the Company, but in no event less than two times the
sum of his annual base salary and annual target bonus, 60% of which shall be payable to him on the six-month anniversary of his
termination date and 40% of which shall be payable to him on the twelve-month anniversary of his termination date;
(b) A prorated annual bonus for the year in which such termination occurred, payable at the same time as such bonuses are
paid to similarly situated executives and based on his then current annual target bonus as well as Company and his business unit
performance as determined by the Company in its sole discretion, but without adjustment for his individual performance, plus any
unpaid annual bonus for the year prior to the year in which such termination occurred;
(c) Each of his outstanding long-term cash awards will immediately vest in full (whether or not subject to performance
criteria) and shall be payable to him at the same time as such awards are paid to other executives of the Company and the payment
amount of such award shall be to the same extent that other similarly situated executives receive payment as determined by the
Compensation Committee (subject to satisfaction of any applicable performance criteria but without adjustment for his individual
performance), provided that any more favorable provisions of his existing award agreements will apply to the treatment of such
awards following a “going private transaction” (as defined in the award agreements) and following a “change of control” (as