Cablevision 2014 Annual Report Download - page 77

71
defined in the award agreements), his outstanding awards shall be paid at such time as such awards are paid to active executives
of the Company, if such time is earlier than they otherwise would have been paid to him;
(d) Each of his outstanding restricted stock or restricted stock unit awards granted to him under the plans of the Company
shall not be forfeited and shall continue to vest in accordance with their original vesting schedule as if his employment had continued
through the applicable vesting date and payments or deliveries with respect to his restricted stock and restricted stock units shall
be made on the original vesting date (or, in the case of restricted stock units, on the original distribution date), and, in the case of
restricted stock, the Company will withhold a portion of such awards in an amount sufficient to fund the minimum statutory tax
withholding requirements (including, federal, state and local income and employment taxes) resulting from the recognition of
income in respect of such outstanding restricted stock and make a payroll tax contribution in such amount on his behalf and, in
the case of restricted stock units, if his termination of employment occurs on or after October 25th of a particular year, then delivery
under any such restricted stock units which would otherwise occur after termination of his employment during that year will be
on the 68th day following his date of termination; and
(e) Each of his outstanding stock options under the plans of the Company shall not be forfeited and shall continue to vest
in accordance with their original vesting schedule as if his employment had continued through the applicable vesting date and he
will have the right to exercise each of those options for the remainder of the term of such option.
If Mr. Seibert ceases to be an employee of the Company prior to the Scheduled Expiration Date as a result of his death, or his
physical or mental disability, and at such time Cause does not exist, then, subject to execution of a separation agreement (or in the
case of death, a release of claims), he or his estate or beneficiary will be provided with the benefits and rights set forth in (b), (d)
and (e) of the preceding paragraph and each of his outstanding long-term cash awards shall immediately vest in full, whether or
not subject to performance criteria and shall be payable, in the event of disability, on the 90th day after the termination of his
employment and in the event of death, on the 120th day after the termination of his employment, provided, that if any such award
is subject to any performance criteria, then (i) if the measurement period for such performance criteria has not yet been fully
completed, then the payment amount will be at the target amount for such award, and (ii) if the measurement period for such
performance criteria has already been fully completed, then the payment amount of such award will be at the same time and to
the same extent that other similarly situated executives receive payment as determined by the Compensation Committee (subject
to the satisfaction of the applicable performance criteria). Notwithstanding the foregoing, if provided for in the applicable stock
option, restricted stock or restricted stock unit awards, his stock option, restricted stock and restricted stock unit awards will vest
in full (and shares subject to restricted stock units will be distributed) at the time of his death.
If after the Scheduled Expiration Date, Mr. Seibert’s employment with the Company is terminated for any reason by him upon at
least six months’ written notice, such notice to be effective no earlier than the first day after the Scheduled Expiration Date, and
at the time of such termination Cause does not exist, then, subject to his execution of a separation agreement with the Company,
he will be provided with the benefits and rights set forth in (b)-(e) of the second preceding paragraph.
Except as otherwise set forth in the employment agreement, upon the termination of Mr. Seibert’s employment with the Company,
any outstanding long-term cash or equity awards will be treated in accordance with their terms and Mr. Seibert will not be eligible
for severance benefits under any other plan, program or policy of the Company.
The employment agreement contains certain covenants by Mr. Seibert including a noncompetition agreement that restricts Mr.
Seibert’s ability to engage in competitive activities until the first anniversary of the termination of his employment with the
Company.
For purposes of Mr. Seibert’s employment agreement, “Cause” means his (i) commission of an act of fraud, embezzlement,
misappropriation, willful misconduct, gross negligence or breach of fiduciary duty against the Company or an affiliate thereof, or
(ii) commission of any act or omission that results in a conviction, plea of no contest, plea of nolo contendere, or imposition of
unadjudicated probation for any crime involving moral turpitude or any felony. “Good Reason” means that (1) without his written
consent, (A) his annual base salary or annual target bonus (as each may be increased from time to time in the Company’s sole
discretion) is reduced (other than as expressly contemplated by the employment agreement), (B) his title (as in effect from time
to time) is diminished, (C) he reports directly to someone other than James L. Dolan (or if James L. Dolan is no longer the Chief
Executive Officer of the Company, to someone other than the Chairman of the Board of Directors of the Company), (D) the
Company requires that his principal office be located outside of Nassau County or the Borough of Manhattan, (E) the Company
materially breaches its obligations under the agreement, or (F) his responsibilities as in effect immediately after the date of the
agreement are thereafter materially diminished (other than as expressly contemplated by the employment agreement), (2) he has
given the Company written notice that he does not consent to such action, (3) the Company has not corrected such action within