The following section provides an overview of our Board practices, Board committee responsibilities, our leadership structure, risk oversight, governance practices and director compensation.

The Board met ten times in 2015. Each of our directors in 2015 attended at least 75% of the meetings of the Board and the committees of the Board on which he or she served during 2015, except for Kathleen M. Dolan.

We encourage our directors to attend annual meetings of

stockholders and believe that attendance at annual meetings is just as important as attendance at Board and committee meetings. All of our then current directors in 2015 attended the 2015 annual stockholders meeting except for James L. Dolan, Patrick F. Dolan and Paul J. Dolan.

The Board has also determined that each member of our Audit Committee, as listed below, qualifies as “independent” under the independence standards of the Securities and Exchange Commission for audit committee members.

The Board has four standing committees: the Audit Committee, the Compensation Committee, the Independent Committee and the Executive Committee.    

Committee members: Messrs. Lhota (Chairman), Ryan, Tese and Tow currently comprise the Audit Committee.

Meetings in 2015: 5

The primary purposes of our Audit Committee are: (a) to assist the Board in its oversight of (i) the integrity of our financial statements, (ii) our compliance with legal and regulatory requirements, (iii) our independent registered public accounting firm’s qualifications and independence, and (iv) the performance of our internal audit function and independent registered public accounting firm; (b) to appoint, retain or terminate the Company’s independent registered public accounting firm and to pre-approve or to adopt appropriate procedures to pre-approve all audit, audit-related and other services, if any, to be provided by the independent registered public accounting firm; and (c) to prepare any report of the Audit Committee required by the rules and regulations of the Securities and Exchange Commission for inclusion in our annual proxy statement. The text of our Audit Committee charter is available on

our website at www.cablevision.com. A copy may be obtained, without charge, by writing to Cablevision Systems Corporation, Corporate Secretary, 1111 Stewart Avenue, Bethpage, New York 11714.

Our Board has determined that each member of the Audit Committee is independent as defined under the rules of both the New York Stock Exchange and the Securities and Exchange Commission, is financially literate and has accounting or related financial management expertise, as such qualifications are defined under the rules of the New York Stock Exchange, and that Joseph J. Lhota, Chairman of the Audit Committee, is an “audit committee financial expert” within the meaning of the rules of the Securities and Exchange Commission.

Our Board has established a procedure whereby complaints or concerns with respect to accounting, internal controls and auditing matters may be submitted to the Audit Committee. This procedure is described under “Communicating with Our Directors” below.

Committee members: Messrs. Tese (Chairman), Lhota and Reifenheiser currently comprise the Compensation Committee.

Meetings in 2015: 10

The primary responsibilities of our Compensation Committee, as defined in the Committee’s Charter, include:

The text of our Compensation Committee charter is available on our website at www.cablevision.com. A copy may be obtained, without charge, by writing to Cablevision Systems Corporation, Corporate Secretary, 1111 Stewart Avenue, Bethpage, New York 11714.

Our Board has determined that each member of the Compensation Committee is independent and meets the independence requirements applicable to compensation committee members under the rules of the New York Stock Exchange.

In accordance with its charter, the Compensation Committee has the authority to engage outside consultants to assist in the performance of its duties and responsibilities. The Compensation Committee uses an independent compensation consultant to assist the Compensation Committee in determining whether the elements of the Company’s executive compensation program are reasonable and consistent with the Company’s objectives. For more information, see “Compensation Discussion and Analysis.”

Compensation Committee Interlocks and Insider Participation.

Messrs. Lhota, Tese and Reifenheiser served as the members of the Compensation Committee during 2015. None of them is a current or former officer or employee of the Company except for Mr. Lhota, who was an employee of the Company from 2002 to 2010.

Committee members: Messrs. James L. Dolan (Chairman) and Tese currently comprise the Executive Committee.

Meetings in 2015: 0

The Executive Committee has broad power to act on behalf of the Board. In practice, the Executive Committee typically acts on ordinary course matters that arise between Board meetings. The Executive Committee did not meet or take any actions in 2015.

Committee members: Messrs. Reifenheiser and Ryan currently comprise the Independent Committee.

Meetings in 2015: 27

The Independent Committee is comprised exclusively of independent directors and its primary responsibility is to review certain related party transactions in accordance with the Company’s Related Party Transaction Approval Policy. This Policy establishes an important independent oversight mechanism, which cannot be amended or terminated without the prior approval of a majority of the Independent Directors and by a majority of the directors elected by the holders of Class B common stock.

The Related Party Transaction Approval Policy stipulates that a committee of independent Directors shall be formed to approve any transaction that meets the related party disclosure requirements of the Securities and Exchange Commission as set

forth in Regulation S-K Item 404 (“Item 404”). This independent committee review and approval requirement applies to Company and subsidiary transactions in which any director, officer, greater than 5% stockholder of the Company or any other “related person” as defined in Item 404 has or will have a direct or indirect material interest. Similarly, the Related Party Transaction Approval Policy provides that an independent committee oversee approval of transactions and arrangements between Cablevision and its subsidiaries, including CSC Holdings, on the one hand, and The Madison Square Garden Company and its subsidiaries (“MSG”), MSG Networks Inc. and its subsidiaries (“MSG Networks”), or AMC Networks Inc. and its subsidiaries (“AMC”), on the other hand, to the extent involving amounts in excess of the dollar threshold set forth in Item 404. The SEC currently sets this threshold at $120,000.

For more information, see “Related Party Policy and Certain Transactions—Agreements Related to the MSG Distribution and AMC Distribution—Related Party Transaction Approval Policy.”

The Board has established a nomination mechanism in our Corporate Governance Guidelines. Nominees for election as Class A directors are recommended to the Board by a majority of the independent Class A directors then in office. Nominees for election as Class B directors are recommended to our Board by a majority of the Class B directors then in office. Our Certificate of Incorporation provides holders of the Company’s Class B common stock the right to elect up to 75% of the members of our Board and holders of Class A common stock the right

to elect up to 25% of the members of our Board. We believe that creating a nominating committee responsible for recommending nominees for election as directors would be inconsistent with the vested rights of the holders of Class B common stock.

Our directors have not set specific, minimum qualifications that nominees must meet in order for them to be nominated for election to the Board. Rather, our directors believe that each nominee should be evaluated based on his or her individual merits, taking into account, among other matters, the factors set forth in our Corporate Governance Guidelines under “Board Composition” and “Selection of Directors.” Those factors include:

The Class A directors will evaluate possible candidates to recommend to the Board for nomination as Class A directors. The Board will also consider nominees for Class A directors recommended by our stockholders. Nominees recommended by stockholders will be given appropriate consideration in the same manner as other nominees. The Class B directors will consult from time to time with one or more of the holders of Class B common stock to assure that all Class B director nominees recommended to the Board are individuals who will make a meaningful contribution as Board members and will be individuals likely to receive the approving vote of the holders of the outstanding Class B common stock. The Class B directors do not intend to consider unsolicited suggestions of nominees. We believe that this is appropriate in light of the voting provisions of our Amended and Restated Certificate of Incorporation, which vest the right to elect the Company’s Class B directors exclusively in the holders of the Company’s Class B common stock.

Our Board of Directors has chosen to separate the roles of Chairman of the Board and Chief Executive Officer. The Board believes that this is the optimal leadership structure as it allows the Company to benefit from the services of its founder, Charles F. Dolan, particularly with respect to strategic planning, while also

benefitting from the extensive experience of its Chief Executive Officer, James L. Dolan, who has served as the Company’s Chief Executive Officer for 21 years, with responsibility for day-to-day management of the Company.

The Company’s Board believes that oversight of risk management is an important Board responsibility. The Audit Committee takes the lead on behalf of the Board in monitoring risk management. The Audit Committee discusses guidelines and policies governing the process by which senior management of the Company and the relevant departments of the Company assess and manage the Company’s exposure to risk and discusses the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures. We believe that our executive

compensation program with its emphasis on long-term performance, its close connection to Company-wide and divisional performance and its significant equity components is designed to align the executives’ compensation with the Company’s long-term strategy and growth and, as a result, does not encourage excessive risk taking. Our Compensation Committee considers the issue of the Company’s exposure to risk in establishing and implementing our executive compensation programs.

Our Board has adopted Corporate Governance Guidelines that set forth our practices and policies with respect to Board composition and selection, Board meetings, executive sessions of the Board, Board committees, the expectations we have of our directors, selection of the Chairman of the Board and the Chief Executive Officer, management succession, Board and executive

compensation, and Board self-evaluation requirements. The full text of our Corporate Governance Guidelines may be viewed at our website at www.cablevision.com. A copy may be obtained, without charge, by writing to Cablevision Systems Corporation, Corporate Secretary, 1111 Stewart Avenue, Bethpage, New York 11714.

The Board conducts an annual self-assessment to determine whether the Board and its committees are functioning effectively. Among other things, the Board’s self-assessment process seeks input from the directors on whether they have the tools and access necessary to perform their oversight function, as well as

suggestions for improvement of the Board’s functioning. In addition, our Audit Committee and Compensation Committee each conduct their own annual self-assessment, which includes an assessment of the adequacy of their performance as compared to their respective charters.

Under our Corporate Governance Guidelines, our directors who are not also officers of the Company or any of its affiliates (“Non-management directors”) meet at least quarterly in executive sessions. If the Non-management directors include any directors who are not independent under the New York Stock Exchange rules, the independent directors meet in executive sessions at least semi-annually. The Non-management directors designate the

director who will preside at each executive session. Only a Non-management director who is also independent under the New York Stock Exchange rules will preside at an executive session of the independent directors. Non-management directors who are family members of executive officers do not participate in the Non-management director meetings.

Our Board has adopted policies designed to allow stockholders and other interested parties to communicate with our directors. Any interested party that wishes to communicate with the Board or any director or the Non-management directors as a group should send communications in writing to Chairman of the Audit Committee, Cablevision Systems Corporation, c/o Corporate Secretary, 1111 Stewart Avenue, Bethpage, New York 11714. Any person, whether or not an employee, who has a concern with respect to accounting,

internal accounting controls or auditing matters, may, in a confidential or anonymous manner, communicate those concerns to our Audit Committee by contacting The Network, Inc., which has been designated to act as a confidential contact organization for this purpose, at 1-888-310-6742. This information on communicating with the Audit Committee and Non-management directors is also available on our website at www.cablevision.com.

Our Board has adopted a Code of Business Conduct and Ethics for our directors, officers and employees. A portion of this Code of Business Conduct and Ethics also serves as a code of ethics for our senior financial officers. Among other things, our Code of Business Conduct and Ethics covers conflicts of interest, disclosure responsibilities, legal compliance, confidentiality, corporate

opportunities, fair dealing, protection and proper use of assets, and equal employment opportunity and harassment. The full text of the code is available on our website at www.cablevision.com. A copy may be obtained, without charge, by writing to Cablevision Systems Corporation, Corporate Secretary, 1111 Stewart Avenue, Bethpage, New York 11714.

Pursuant to regulations promulgated by the Securities and Exchange Commission, the Company is required to identify, based solely on a review of reports filed under Section 16(a) of the Securities Exchange Act of 1934, each person who, at any time during its fiscal year ended December 31, 2015, was a director,

officer or beneficial owner of more than 10% of the Company’s Class A common stock that failed to file on a timely basis any such reports. Based on such review, the Company is aware of no such failure, except that Marianne Dolan Weber filed a late Form 5 reporting a purchase of Company securities by her spouse.

Directors who are Company employees receive no extra compensation for serving as directors. Non-employee directors receive annual compensation in the form of cash and restricted stock units.

Prior to 2015, each non-employee director received a base fee of $60,000 per year, $2,000 per Board, committee and Non-management director meeting attended in person, and $500 per Board, committee and Non-management director meeting attended by telephone. Non-employee directors also received $7,500 annually per committee membership and $15,000 annually per committee chairmanship.

Each year prior to 2015, each non-employee director received a grant of restricted stock units with a value equal to $110,000, based on the closing price of Class A common stock on the New York Stock Exchange on the date of grant. The restricted stock units are fully vested on the date of grant, but must be retained for the full duration of board service and for 90 days following termination of service. The shares of Class A common stock represented by the restricted stock units are delivered to the non-employee directors 90 days after the end of their service on the Board. As a result, each of our directors effectively maintains stock ownership in the Company.

The Company reviews its director compensation every three years. The most recent review was conducted in 2014. Pay Governance, LLC (“Pay Governance”), the consultant to the Compensation Committee, reviewed director compensation among companies in the peer group and supplemental peer group which the Company uses for its review of executive compensation. Based upon this review and the recommendation of Pay Governance, the Board of Directors approved, effective January 2015, an increase in the annual base fee for non-employee directors to $100,000, an increase in the value of the annual restricted stock unit grant to $150,000 and an increase in the annual fee for the chairman of the Audit Committee to $20,000. No changes to director compensation were made for

2016; provided that due to the pending merger between the Company and a subsidiary of Altice, the Company has not granted any new restricted stock unit awards to directors.

Directors who reside in our service territory are entitled to receive free cable television, high-speed data and voice services for their primary residence.

Our non-employee directors are entitled to use the Company’s travel service department from time to time to make arrangements for their personal travel. Except as noted below, the Company does not pay any of the directors’ travel expenses other than the cost of travel on Company business. The Company believes it is beneficial to the Company for directors to participate in certain Company events and meet with management, customers and other individuals who have important relationships with the Company. Accordingly, from time to time, the Company requests that certain directors attend events, including events outside the New York area. In these instances, the Company provides the directors with transportation and reimburses the directors for expenses for themselves and, in certain cases, their spouses.

Charles F. Dolan, James L. Dolan, Kristin A. Dolan and Brian G. Sweeney are employees of the Company and their compensation for 2015 is discussed under “Executive Compensation.”

Patrick F. Dolan and Thomas C. Dolan are employees of the Company and their compensation for 2015 is discussed under “Related Party Policy and Certain Transactions.”

The table below summarizes the total compensation paid to or earned by each of our non-employee directors for the year

ended December 31, 2015. Directors who are employees of the Company receive no compensation for service as directors.

For each non-employee director, the aggregate number of shares of Class A common stock underlying outstanding stock options held at December 31, 2015 is as follows: Mr. Lhota, 0; Mr. Reifenheiser, 4,000; Mr. Ryan, 4,000; Mr. Simmons, 0; Mr. Tese, 0; Dr. Tow, 4,000; Mr. Araskog, 0; Mr. Biondi, 4,000; Ms. Dolan-Sweeney, 0; Ms. Dolan Weber, 0; Mr. Atwood, 0; and Mr. Dolan, 0.

He was President of the State University of New York Maritime College from June 2002 to June 2005, Interim President of State University at Albany from February 2004 to February 2005, and Superintendent of the United States Naval Academy from June 1998 to June 2002. Vice Admiral Ryan’s military career included positions as Commander of the Maritime Surveillance and Reconnaissance Force, U.S. Sixth Fleet / Commander, Fleet Air Mediterranean Commander, Maritime Air Forces, Mediterranean until his retirement from the U.S. Navy in July 2002. Vice Admiral Ryan is also the lead director of CIT Group Inc., a lead director of Barnes & Noble Education, Inc. and Chairman of the U.S. Naval Academy Foundation Board.

Class B Directors

Our executive officers as of April 21, 2016 are:

DAVID G. ELLEN, 51, Executive Vice President, General Counsel and Secretary of the Company since December 2013. Executive Vice

President and General Counsel from September 2009 to December 2013. From September 2004 to September 2009, Mr. Ellen served primarily as General Counsel of the Company’s cable business. From July 2001 to September 2004, Mr. Ellen was Deputy General Counsel of IAC/InterActiveCorp. Mr. Ellen is also a trustee of Hudson Guild.

VICTORIA M. MINK, 47, Senior Vice President, Controller and Principal Accounting Officer of the Company since June 2011. Senior Vice President and Divisional Controller of the Company’s Telecommunications Segment from January 2007 to May 2011 and Vice President and Divisional Controller – Telecommunications from October 2004 to December 2006.

KEVIN F. WATSON, 49, Senior Vice President and Treasurer of the Company since November 2006. Vice President and Corporate Treasurer of PanAmSat Corporation from January 2001 to November 2006. Director-Corporate Treasurer of Entex IT Services from September 1999 to December 2000. Mr. Watson also held finance positions at MCI Telecommunications, Inc. and Prudential Securities, Inc.

Cablevision is a leading media and telecommunications company, serving millions of households and businesses throughout the greater New York area. Cablevision offers Optimum-branded digital cable television, high-speed Internet and voice services as well as Optimum WiFi, the nation’s most robust WiFi network. Cablevision’s Lightpath subsidiary is a premier provider of integrated business communications solutions for larger companies. Through its local media and programming properties – News 12 Networks and Newsday Media Group – Cablevision also delivers news and information created specifically for the communities it serves.

We operate our businesses in an increasingly competitive, highly regulated, rapidly changing and complex technological environment and continue to lead the industry with the highest penetration rates across our three primary products of any major provider of similar services.

We strive to remain competitive by developing new and advanced products and services and continue to balance investments in our products and network with our overall financial objectives. Cablevision places great importance on its ability to attract, retain, motivate and reward experienced executives who can continue to help the Company achieve strong financial, operational and stock performance. We strive to do so by developing executive compensation policies and programs that are consistent with, explicitly linked to, and supportive of the strategic objectives of growing the Company’s businesses and maximizing stockholder value.

Our named executive officers have a combined total of more than 120 years of service in the cable and telecommunications industries with the Company.

The executive compensation program includes short-term and long-term incentive structures that provide competitive compensation, drive performance and encourage executive retention. The following principles describe the key objectives of our executive compensation program:

In formulating the executive compensation program, the Compensation Committee seeks to fulfill these objectives by maintaining an appropriate balance between (1) short-term and long-term compensation, (2) cash and equity compensation, and (3) performance-based and non-performance-based compensation.

To the extent that we do not achieve our annual or long-term performance targets, our compensation program is designed to reduce the amount of total compensation received by our executive officers.

On September 16, 2015, we entered into an Agreement and Plan of Merger (the “Altice Merger Agreement”), by and among Altice, N.V. (“Altice”) and Neptune Merger Sub Corp., a wholly owned subsidiary of Altice (“Merger Sub”), pursuant to which Merger Sub will be merged with and into Cablevision (the “Merger”) with Cablevision surviving as a subsidiary of Altice. Since we entered into the Altice Merger Agreement in September 2015, the Altice Merger Agreement did not impact the formulation of our 2015 executive compensation awards. Due to restrictions in the Altice Merger Agreement, the Company has not granted any new long-term incentive awards to the named executive officers in 2016.

Our Compensation Committee administers our executive compensation program. The responsibilities of the Compensation Committee are set forth in its charter. Among other responsibilities, the Compensation Committee (1) establishes our general compensation philosophy and, in consultation with management, oversees the development and implementation of compensation programs; (2) reviews and approves corporate goals and objectives relevant to the compensation of our Chief Executive Officer and the other executive officers of the Company who are required to file

reports under Section 16(a) of the Securities Exchange Act of 1934, evaluates such executive officers’ performance in light of those goals and objectives and determines and approves their compensation levels based upon those evaluations; and (3) oversees the activities of the committee or committees administering our retirement plans. The Compensation Committee also administers our stockholder approved compensation plans. For more information about the Compensation Committee, please see “Board of Directors and Committees—Committees—Compensation Committee.”

In accordance with its charter, the Compensation Committee has the authority to engage outside consultants to assist in the performance of its duties and responsibilities. The Compensation Committee uses a compensation consultant to assist the Compensation Committee in determining whether the elements of the Company’s executive compensation program are reasonable and consistent with the Company’s objectives. The compensation consultant advises the Compensation Committee on designing the executive compensation program and the reasonableness of individual compensation awards. The compensation consultant reports directly to the Compensation Committee, although the compensation consultant meets with members of management

from time to time for purposes of gathering information on management proposals and recommendations to be presented to the Compensation Committee.

As part of its ongoing engagement, the Compensation Committee’s compensation consultant, Pay Governance, conducted a review of executive compensation to assist the Compensation Committee in determining compensation programs and decisions for 2015. The Compensation Committee has retained Pay Governance to assist in designing and establishing the Company’s executive compensation programs for 2016.

The Compensation Committee reviews the performance and compensation of the Chief Executive Officer and the Chairman and, following discussions with its compensation consultant, establishes each of their compensation. The management of the Company provides to the Compensation Committee, either directly or through the compensation consultant, management’s recommendations on the compensation, including annual cash incentive compensation, for executive officers other than the Chief Executive Officer and the Chairman. The Chief Executive Officer and

the Chief Financial Officer assist the Compensation Committee and its compensation consultant in determining the Company’s core peer group and the peer group comparisons, as described below. Other members of management provide support to the Compensation Committee as needed. Based upon a review of performance and historical compensation, recommendations and information from members of management, and discussions with its compensation consultant, the Compensation Committee determines and approves compensation for the executive officers.

We have written employment agreements with certain named executive officers. In February 2015, we entered into a letter agreement with Mr. Sweeney that amended his prior employment agreement to reflect his change in title, effective March 1, 2015, from President to President and Chief Financial Officer and amended his duties to reflect his additional responsibilities, but otherwise did not change the terms of his agreement. In February 2015, we entered into a letter agreement with Mr. Gregg G. Seibert that amended and restated his prior employment agreement to

reflect his change in title, effective March 1, 2015, from Vice Chairman and Chief Financial Officer to Vice Chairman, and to modify his compensation and certain other terms of his agreement. Mr. Seibert also entered into agreements in February 2015 with each of MSG and AMC pursuant to which he became Vice Chairman of each company. For a description of the terms and provisions of the employment agreements with our named executive officers, see “Executive Compensation Tables—Employment Agreements.”

As described below under “—Elements of In-Service Compensation” the Company grants performance-based incentives as important elements of executive compensation.

Generally, the performance metrics for the incentives have been based on net revenues and on adjusted operating cash flow (“AOCF”) a non-GAAP financial, measure, defined as operating income (loss) before depreciation and amortization (including

impairments), excluding stock based compensation expense or benefit and restructuring expense or credits. The Company considers these performance measures to be key measures of the Company’s operating performance and aligned with the Company’s strategy. At the time of the grant of an award, the performance measures used may contemplate certain potential future adjustments and exclusions.

The Compensation Committee has reviewed tally sheets setting forth all components of compensation payable, and the benefits accruing, to the named executive officers for the completed fiscal year, including all cash compensation, perquisites and the current value of outstanding equity-based awards. The tally sheets also set forth potential payouts to the named executive officers upon various types of termination. The Compensation Committee considers the information presented in tally sheets in determining future compensation.

The Compensation Committee reviewed and compared compensation from a core peer group of companies in the same general industry or industries as the Company as well as companies of similar size and business mix to evaluate the competitiveness and appropriateness of our compensation program. The Compensation Committee, with the assistance of Pay Governance, its compensation consultant, selected the companies that would comprise the core peer group in 2015:

Because we also compete for executives with more diversified companies, the Compensation Committee also considered a supplemental reference group that included AT&T Inc., Verizon Communications Inc., Time Warner Inc., The Walt Disney Company, Sprint Corporation and Twenty-First Century Fox, Inc.

The Compensation Committee determined that the core peer group represented an appropriate benchmark for the competitive market for our senior executive talent in 2015, based on our business operations and competitive labor markets, and the supplemental reference group provided an additional relevant point of reference. The core peer group is a broader group of companies than the companies included in the peer group for the stock performance graph contained in our Annual Report on Form 10-K.

Pay Governance presented to the Compensation Committee a comparison of base salary, target bonus, total cash compensation (defined as base salary plus target bonus), long-term incentives and total direct compensation (defined as total cash compensation plus the annualized value of long-term incentives) with the median, 75th percentile and 90th percentile of the core peer group and also compared compensation levels with the supplemental reference group. As part of the total direct compensation review, Pay Governance assisted the Compensation Committee in (1) determining the peer group to be used for competitive comparisons, (2) assessing executive compensation in comparison with the peer group and in light of the Company’s performance, and (3) reviewing the Company’s equity and cash-based executive incentive programs, taking into account evolving market trends.

In this analysis, it was noted that, as in prior years, there was limited market information regarding the role and compensation of chairmen who are executive officers but not chief executive officers. The Compensation Committee considered that the Company’s founder and Chairman, Mr. Charles Dolan, continues to play a unique and important role in setting the strategic direction of the Company, in addition to his role on the Board. The Compensation Committee determined to exclude Mr. Charles F. Dolan from these comparisons with officers of the members of the core peer group. The Compensation Committee concluded that as a result of Mr. Dolan’s important role in setting the strategic direction of the Company, an appropriate general guideline for Mr. Dolan’s target total direct compensation for 2015 was slightly below the target total direct compensation of the Chief Executive Officer of the Company.

The Compensation Committee also received information from its compensation consultant concerning comparisons of compensation levels for the other named executive officers to comparable positions among the peer companies. Compensation of the Company’s Chief Executive Officer, Mr. James L. Dolan, was compared to chief executive officers at the peer group companies. Compensation of Mr. Brian G. Sweeney, President and Chief Financial Officer of the Company, was compared to chief financial officers at the peer group companies. Compensation of Ms. Kristin A. Dolan, Chief Operating Officer of the Company, was compared to chief operating officers at the peer group companies. Compensation of Mr. David G. Ellen, Executive Vice President and General Counsel of the Company, was compared to general counsel of the peer group companies. The consultant did not perform a comparison for Mr. Seibert as he was not a named executive officer as of the time the comparison was performed.

The Compensation Committee also took into account the responsibilities of Mr. Charles F. Dolan with AMC following the AMC Distribution and Mr. James L. Dolan with MSG following the MSG Distribution. See “Related Party Policy and Certain Transactions” below for additional information regarding the AMC Distribution and MSG Distribution.

Based on the total compensation review, the Compensation Committee set a general guideline for target total direct compensation based on a combination of internal and market considerations. Internal factors include experience, skills, position, level of responsibility, historic and current compensation levels, internal relationship of compensation levels between executives, as well as attraction and retention of executive talent. Market considerations include referencing market pay levels and pay practices among a peer group of companies with a reference to the third quartile of the core peer group. The Compensation Committee’s decisions are based upon a combination of these considerations and may exceed or fall below the third quartile of the core peer group. The Compensation Committee believed that this range was appropriate in light of the dynamics, diversity, complexities and competitive nature of the Company’s businesses as well as the

Company’s performance. The Compensation Committee believed that the guideline for target total direct compensation provided a useful point of reference, along with the other factors described

above, in administering the Company’s executive compensation program.

In accordance with the advisory vote on the frequency of the stockholder advisory vote on executive compensation submitted to stockholders at the Company’s 2011 annual meeting, the Company has held a stockholder advisory vote on executive compensation every three years. The most recent executive compensation advisory vote was held at the Company’s 2014 annual meeting of stockholders, at which more than 90% of the votes of holders of Class A common stock and Class B common stock, voting together

as a single class, approved the advisory vote on the compensation of executive officers. More than a majority of the votes of holders of Class A common stock were cast to approve the advisory vote on the compensation of executive officers. The Compensation Committee considered the affirmative outcome of this vote for compensation and has continued to apply the same principles when making compensation decisions for our named executive officers.

Our executive compensation program consists of three principal elements, each of which is important to the Company’s desire to attract, retain, motivate and reward highly-qualified executives. The three principal compensation elements are base salary, annual cash incentives and long-term incentives (including equity grants and cash performance grants). In addition, each executive officer is also eligible to receive certain benefits, which are generally provided to all other eligible employees, and certain perquisites described below.

A significant percentage of total direct compensation is allocated to incentive compensation in accordance with the Compensation Committee’s philosophy as described above. The Compensation Committee reviews historical Company compensation and other information provided by its compensation consultant and other factors such as experience, performance and length of service to determine the appropriate level and mix of compensation for executive officers, by position and grade level.

The Compensation Committee is responsible for setting the base salaries of the named executive officers. Base salaries for these executives have been set at levels that are intended to reflect the competitive marketplace in attracting and retaining quality executives. The employment agreements of each of the named executive officers who have employment agreements contains a minimum base salary level. For information regarding these minimum base salary levels, please see “—Employment Agreements” below.

The Compensation Committee currently reviews the salaries of the named executive officers no less frequently than on an annual basis. The Compensation Committee evaluates each executive’s performance, experience and grade level and may increase executive salaries. Based on their performance and in accordance

with the terms of the employment agreements, the Compensation Committee, in its discretion, has increased base salaries for the named executive officers over time.

The Compensation Committee in 2015 reviewed the base salaries of the named executive officers based on evaluation of performance, experience and the competitive marketplace. The Compensation Committee kept named executive officers’ salaries constant except that, in connection with his change in title from Vice Chairman and Chief Financial Officer to Vice Chairman in February 2015, Mr. Gregg G. Seibert’s base salary was reduced from $1,875,000 to $625,000.The base salaries for the named executive officers in 2015 are set forth in the Summary Compensation Table under “Executive Compensation Tables” below.

Under our executive compensation program, the Compensation Committee grants annual incentive awards, or bonuses, to executive officers and other members of management. For the named executive officers and other individuals that the Compensation Committee determines may be covered by Section 162(m) of the Internal Revenue Code, as amended, 2015 bonuses were granted under the 2011 Cash Incentive Plan (“CIP”), a stockholder approved plan. For all other members of management,

bonuses were granted under a management performance incentive program (“MPIP”) administered by the Compensation Committee.

The Compensation Committee designs annual incentive awards to directly link executive compensation to the Company’s performance and provide incentives and rewards for excellent business performance during the year. Each bonus-eligible employee is assigned a target bonus presented as a percentage of that

employee’s annual base salary. The target bonuses are determined based upon the applicable employee’s position, grade level, responsibilities, and historical and expected future contributions to the Company. In addition, the employment agreement of each named executive officer who has an employment agreement, other than Mr. Charles F. Dolan, contains a minimum target bonus level. For information regarding these minimum target bonus levels, please see “—Employment Agreements” below.

The Compensation Committee reviews the target bonus levels of the named executive officers at least annually. The Compensation Committee evaluates each executive’s performance, experience and grade level and may adjust executive target bonus levels accordingly. Based on their performance and in accordance with the terms of the employment agreements, the Compensation Committee, in its discretion, has increased target bonus levels for the named executive officers over time. Target bonuses, presented as a percentage of base salary for 2015, were as follows: Mr. Charles F. Dolan – 175%; Mr. James L. Dolan – 200%; Mr. Seibert – 200%; Mr. Sweeney – 200%; Ms. Dolan – 200% and Mr. Ellen – 150%.

The payment of annual incentive awards depends on the extent to which the Company achieves performance objectives established by the Compensation Committee. In general, under the CIP, if the applicable performance metric is met, each named executive officer would be eligible to receive payment of an annual incentive award equal to the lesser of $10 million and two times his target bonus, subject to the Compensation Committee’s discretion to reduce the award. Under the CIP, regardless of whether the Company achieves, exceeds or fails to achieve its target metrics, the Compensation Committee has the discretion only to decrease bonuses if the Company wishes to preserve the Section 162(m) deduction.

For 2015, the performance target for the named executive officers was at least 90% of the Company’s 2015 budgeted net revenue, exclusive of certain corporate expenses, and subject to certain adjustments to reflect changes in the Company’s

business and other factors during 2015, including to account for acquisitions of or investments in new businesses, dispositions or discontinuation of businesses and changes in the application of GAAP (“Adjusted Net Revenue”), of $6.616 billion. As the Company’s actual Adjusted Net Revenue for 2015 was $6.650 billion, the performance target was met. The Compensation Committee elected to exercise its negative discretion under the CIP and to reduce the incentive award payments to the levels that the named executive officers would have received if they had been participants in the MPIP.

The Compensation Committee established MPIP performance metrics that varied depending upon the eligible employee’s specific business unit. These performance objectives related to items such as net revenues, AOCF, subscribers, advertising revenue, capital expenditures and other division-specific strategic and operating metrics. For executive officers and other individuals who hold corporate positions at the Company, the MPIP metrics were predominantly based on a weighted average of the comparisons of all of the business units’ performances against their respective performance objectives. In determining to reduce the CIP payouts to MPIP levels for the bonuses payable to the named executive officers, the Compensation Committee used this weighted average. Bonuses awarded under the MPIP may also be adjusted for recipients’ individual performances. To the extent the Company exceeds the MPIP performance metrics, employees may receive payments greater than their target bonuses.

As part of the process for determining executive compensation in 2015, the Compensation Committee reviewed the payouts that the named executive officers were expected to receive in 2015 for long-term performance awards granted in prior years, as well as each executive officer’s performance, experience and grade level.

In connection with signing the Altice Merger Agreement, the Company agreed to pay Mr. Seibert a $10 million transaction bonus upon the consummation of the Merger.

The Compensation Committee designs our executive compensation program to achieve the objectives described above under “Executive Compensation Program Objectives and Philosophy”. Except as noted below, our core long-term incentive program in 2015 for all executives consisted of two elements: restricted stock and performance restricted stock unit awards.

These long-term incentives were awarded to members of management based on each individual’s grade level. Except for Mr. James L. Dolan, the awards provided approximately 50% of the value of each executive’s long-term incentive awards in restricted stock and approximately 50% of the value as performance restricted stock unit awards. Pursuant to his employment agreement, Mr. James L. Dolan’s long-term incentive award in 2015

consisted of an award of 2,000,000 stock options, which is the maximum annual amount of shares that may be awarded to any individual pursuant to the Amended and Restated 2006 Employee Stock Plan and a cash performance award, as described in more detail below under “Employment Agreements.”

We believe restricted stock and performance restricted stock units (and stock options, in the case of Mr. James L. Dolan) provide the named executive officers with an incentive to improve the Company’s stock price performance and a direct alignment with stockholders’ interests, as well as a continuing stake in the long-term success of the Company. The cash performance awards also have historically provided strong incentives for the executives to help the Company achieve specific long-term financial objectives.

Prior to 2015, our core long-term incentive program for executives other than Mr. James L. Dolan consisted of restricted stock and cash performance awards. The Compensation Committee determined to change the core long-term incentive program in 2015 by replacing cash performance awards with performance restricted stock units for all executives other than Mr. James L. Dolan. This change was made to further align management’s incentives with the interests of its stockholders and to be responsive to stockholder sentiments regarding cash-based long-term awards.

Because our long-term incentive awards vest over time, we believe these awards provide strong incentives for the executives to remain with the Company.

Grants of long-term incentives have been made under our Amended and Restated 2006 Employee Stock Plan, which was

originally approved by stockholders at our annual meeting in May 2006 and was amended and restated and approved by our stockholders in May 2009 and May 2014. Future equity incentive awards, if any, will be granted under the 2015 Employee Stock Plan approved by our stockholders in May 2015, and no future grants will be made under the Amended and Restated 2006 Employee Stock Plan. Cash awards have been made under our 2011 CIP which was approved by stockholders in May 2011 and will be used for any future cash performance awards, if any.

Due to the restrictions in the Altice Merger Agreement, the Company has not granted any new long-term incentive awards to executive officers in 2016.

Under our executive compensation program, annual grants of restricted stock have historically been made to executive officers and other members of management. An award of restricted stock provides the recipient with a specified number of shares of Class A common stock as long as the recipient remains employed by the Company through the date that the restrictions lapse. Restricted stock awards granted prior to 2015 will vest in their entirety on the third anniversary of the month of grant (i.e., three-year cliff vesting) as long as the recipient is continuously employed until such date. The restricted stock awards granted in March 2015 vest ratably over a three-year period (i.e., one-third of the grant vests on each of the first, second and third anniversaries of the grant date), as long as the recipient is continuously employed until the applicable vesting date. Information regarding restricted stock awards for the named executive officers in 2015 is set forth in the Summary Compensation Table and the Grants of Plan-Based Awards Table under “Executive Compensation Tables” below. More information regarding restricted stock grants made prior to 2015 to the named executive officers appears in the Outstanding Equity Awards at Fiscal Year-End Table under “Executive Compensation Tables” below. Vesting of restricted stock awards granted in March 2015 to

Messrs. Charles F. Dolan, Brian G. Sweeney, David G. Ellen and Ms. Kristin A. Dolan was also subject to the Company achieving a performance condition designed to achieve tax deductibility under Section 162(m) of the Internal Revenue Code. The March 2015 restricted stock award granted to Mr. Gregg G. Seibert did not have a performance condition as he was not a named executive officer at the time of grant. The performance condition required the Company to achieve net revenue, calculated subject to certain adjustments to reflect changes in the Company’s business and other factors over the applicable measurement period, including to account for acquisitions of or investments in new businesses, dispositions or discontinuations of businesses and changes in the application of GAAP (“Adjusted Net Revenue”) in any of fiscal years 2015, 2016 or 2017 equal to at least 90% of budgeted Adjusted Net Revenue in fiscal years 2015, 2016 or 2017, respectively.

Pursuant to the terms of the award agreements and the Altice Merger Agreement, upon the consummation of the Merger, all outstanding restricted stock awards will vest in full, and any performance conditions with respect thereto shall be deemed achieved.

The current executive compensation program contemplates annual grants of three-year performance awards to executive officers and other members of management to be earned on the basis of long-term performance relative to pre-established financial goals.

With respect to grants prior to 2015, and for Mr. James L. Dolan, in 2015, each recipient was eligible to receive a specified dollar amount, depending on the employee’s grade level, to the extent that the performance objectives are achieved. Under the performance awards made in 2015 (other than the cash performance grant made to Mr. James Dolan described above), each recipient received restricted stock units having a value equal to a specified dollar amount, depending on the employee’s grade

level, to the extent that the performance objectives are achieved. The performance restricted stock unit awards granted in 2015 and the cash performance award granted to Mr. Dolan in 2015 each have the same performance metrics. The awards will be payable in 2018 if the Company achieves specified targets on two key financial metrics:

In determining achievement of the 2015 performance awards, net revenues are weighted at 30% and AOCF at 70%. The target levels of net revenues and AOCF were derived from the Company’s long-term

plan for its operating business units. These targets were intended to measure ongoing operating performance of the Company and are subject to various adjustments such as for acquisitions and dispositions and investments in new business initiatives and exclude all charges for long-term performance based compensation.

The awards provide for a potential payout on a sliding scale such that the actual payment may range from zero (if cumulative business unit net revenues and AOCF fail to reach at least 92.8% and 90.8%, respectively, of the targets) to 150% (if, for example, cumulative business unit net revenues and AOCF equal or exceed 102.5% or 103.2%, respectively, of the targets). If the Company does not achieve threshold levels of performance, the award does not provide for any payment. If the Company exceeds threshold levels but does not achieve the targeted rates, or if the Company achieves one target but not both, the award provides for partial payments.

Because the targets for all performance awards have been derived from the Company’s confidential long-term strategic plans, which are not disclosed publicly for competitive reasons, we do not believe it is appropriate to disclose specific future numerical targets. Disclosure of these targets could provide information that could lead to competitive harm. We believe that our long-term plans, and consequently the targets set for the performance awards, are ambitious. In determining the threshold levels of performance, the Compensation Committee considered, among other factors, the Company’s long-term plan and the degree of difficulty in achieving the targets, including a comparison of the long-term plan with analysts’ published projections of our growth as well as of some of our competitors. The 2015 performance award included a sliding scale of payouts based upon the levels of cumulative net revenues and AOCF.

Based on the experience and grade level of the named executive officers, in 2015, the Compensation Committee granted Messrs.

Charles F. Dolan, Gregg G. Seibert, Brian G. Sweeney, David G. Ellen and Ms. Kristin A. Dolan performance awards with targeted amounts of $3,725,000, $1,000,000, $1,500,000, $1,500,000 and $1,500,000, respectively. Based on his experience and grade level, and on the terms of his employment agreement, the Compensation Committee granted Mr. James L. Dolan a performance award with a targeted amount of $1,109,303. Performance awards for the named executive officers granted in 2015 are set forth in the Grants of Plan-Based Awards Table under “Executive Compensation Tables” below.

In accordance with the terms of the award agreements and the Merger Agreement, upon the consummation of the Merger, all outstanding performance awards shall become immediately vested at the target amounts, except that, pursuant to the Merger Agreement, the 2014 cash performance awards shall be paid out based on the greater of target or actual performance as of June 30, 2015, which is 136.2% of the target level.

Payouts under the 2013 awards were based on cumulative net revenues and AOCF for fiscal years 2014 and 2015, in each case calculated exclusive of certain corporate expenses and subject to certain adjustments to reflect changes in the Company’s business and other factors over the course of the award measurement period, including to account for acquisitions of or investments in new businesses, dispositions or discontinuations of businesses and changes in the application of GAAP. We refer to cumulative 2014-2015 net revenue and AOCF, as so adjusted for purposes of the 2013 performance award, as “Cumulative 2014-2015 Award-Adjusted Net Revenue” and “Cumulative 2014-2015 Award-Adjusted AOCF”. The target Cumulative 2014-2015 Award-Adjusted Net Revenue was $13.06 billion and the target Cumulative 2014-2015 Award-Adjusted AOCF was $3.743 billion. Actual Cumulative 2014-2015 Award-Adjusted Net Revenue was $13.03 billion and Actual Cumulative 2014-2015 Award-Adjusted AOCF was $3.95 billion, which resulted in an award payout of 125.4% of the target amount.

In each of 2014 and 2015, Mr. James L. Dolan was granted 2,000,000 stock options in accordance with the terms of the 2013 letter agreement amending his employment agreement. The options granted to Mr. Dolan were granted with an exercise price equal to the closing price of the Class A common stock on the date of grant. Except as noted below with respect to the Merger, Mr. Dolan will only realize value if, and to the extent that the price of Class A common stock on the date the stock option is exercised exceeds the exercise price (as adjusted in accordance with its terms). The stock options granted to Mr. Dolan in 2014 vest on the

third anniversary of the grant date and expire ten years from the grant date. The stock options granted to Mr. Dolan in 2015 vest ratably over a three-year period and expire ten years from the date of grant. Pursuant to the terms of the award agreements and the Altice Merger Agreement, upon the consummation of the Merger, all outstanding stock options shall be cancelled and entitle the holder to receive a payment in cash equal to the difference between the exercise price of the option and the per share Merger consideration.

In compliance with NYSE regulations, options granted by the Company may not be repriced without stockholder consent.

Benefits offered to executive officers generally provide for retirement income and serve as a safety net against hardships that

can arise from illness, disability or death. The executive officers are eligible to participate in the same health and welfare benefit plans

made available to the other benefits-eligible employees of the Company, including, for example, medical, dental, vision, life insurance and disability coverage. In addition to the standard life insurance available to all employees (based on a multiple of base salary, up to a $4,000,000 cap on the total amount of life insurance), the Company purchased whole life insurance policies for certain current and former senior executives of the Company, including Messrs. Charles F. Dolan and James L. Dolan. The policies originally provided coverage (before the application of any dividends to purchase increased insurance) in the amount of the greater of three times the individual’s annual base salary as in effect in 1996 or the death benefit provided under previous

policies. As of each respective policy’s 2015 anniversary date, the policies provided estimated death benefits for these executives in the following amounts: Charles F. Dolan – $3,584,156 and James L. Dolan – $1,865,398. Based on current projections, the Company believes the policies are fully funded and the Company does not anticipate the need to make any additional premium payments. The expected death benefits are expected to grow over time to the extent that the dividends payable on the policy values exceed the premiums required to fund the death benefit. Information regarding premiums paid by the Company with respect to each of the executive officers is set forth in the Summary Compensation Table under “Executive Compensation Tables” below.

The Company maintains the Cablevision Cash Balance Pension Plan, a tax-qualified defined benefit plan, for participating employees, including executive officers. Under the Company’s Excess Cash Balance Plan, a non-qualified deferred compensation plan, the Company provides additional benefits to employees who are restricted by the applicable Internal Revenue Service (“IRS”) annual compensation limitation. Effective December 31, 2013, the Cash Balance Pension Plan and Excess Cash Balance Plan were amended to freeze participation and future benefit accruals under those plans for all Company employees except those covered by a collective bargaining relationship in Brooklyn. Therefore, no future pay credits were made under these plans after 2013 except for employees covered by such collective bargaining relationship. For employees covered by a collective bargaining agreement, pay credits ceased on April 15, 2015. Monthly interest credits continue

to be made to participant accounts until distribution of the accounts following termination of employment. The Company’s Nonqualified Supplemental Benefit Plan provides actuarially determined pension benefits for certain employees of the Company or its subsidiaries and affiliates who were previously employed by CSSC, L.L.C., which is wholly owned by Charles F. Dolan and his spouse. There are only two remaining active employees of the Company who accrue benefits under this plan, only one of whom is a named executive officer, Charles F. Dolan.

More information regarding the Cash Balance Pension Plan, the Excess Cash Balance Plan and the Nonqualified Supplemental Benefit Plan is provided with the Pension Benefits Table under “Executive Compensation Tables” below.

Under the Cablevision 401(k) Savings Plan (the “401(k) Plan”), a tax-qualified retirement savings plan, participating employees, including executive officers, may contribute into their plan accounts a percentage of their eligible pay on a before-tax basis as well as a percentage of their eligible pay on an after-tax basis. Historically, the Company has matched 50% of the first 6% of eligible pay contributed by participating employees. The Company matching contributions are subject to vesting limitations for the first three years of employment.

In addition, the Company offers an Excess Savings Plan, a non-qualified deferred compensation plan, to employees who are restricted by the applicable IRS annual compensation limitation and/or the pre-tax income deferral limitation. More information regarding the Excess Savings Plan is provided with the Nonqualified Deferred Compensation Table under “Executive Compensation Tables” below.

Effective January 1, 2014, the Company amended the 401(k) Plan to provide for a matching contribution of 100% of the first 4% of eligible pay contributed by participating employees, and for an

additional discretionary year-end contribution by the Company based upon a percentage of eligible compensation. Any discretionary year-end contribution, if approved by the Company, will be provided to all eligible participants who are active on the last day of the plan year and who complete 1,000 hours of service in such plan year. In 2016, the Company made a discretionary year-end contribution of 2.5% of eligible pay with respect to the 2015 plan year.

The Company’s Nonqualified Supplemental Benefit Plan also includes a defined contribution component. The Company provides allocations to the participant’s notional accounts. There are only two remaining active employees of the Company who accrue benefits under this plan, only one of whom is a named executive officer, Charles F. Dolan.

Matching contributions made by the Company under the 401(k) Plan (including discretionary contributions, if applicable) and the Excess Savings Plan and allocations under the defined contribution portion of the Nonqualified Supplemental Benefit Plan on behalf of the named executive officers are set forth in the Summary Compensation Table under “Executive Compensation Tables” below.

The Company provides certain perquisites to executive officers as described below. The aggregate value of perquisites received by

each of the named executive officers is set forth in the Summary Compensation Table under “Executive Compensation Tables” below.

The Company’s perquisites include access to telecommunications services (cable television, high-speed data and voice) at no monthly cost to employees, including executive officers, living in the Company’s service area. Certain employees living outside the

service area are eligible for reimbursement of certain costs in purchasing similar services. The services provided vary depending on the grade level of the employee.

In order to address the security concerns of the Company, we have established an executive security program for the protection of the named executive officers. Recommendations of a third party security expert have been implemented for office, home and travel,

at the Company’s cost, to the extent approved by the Compensation Committee. Because certain of these costs can be viewed as conveying personal benefits to the named executive officers, they are reported as perquisites.

In connection with our executive security program, Messrs. Charles Dolan and James L. Dolan each has a Company car and driver assigned to them on a full-time basis, which they are permitted to use for their personal use in addition to business purposes. In addition, certain executive officers and members of management have used Company provided car service on a limited basis for personal use.

To the extent employees use Company-provided car service for personal use, those employees are imputed compensation for tax purposes. For compensation reporting purposes, the benefit attributable to the personal use of Company cars is valued at a portion of the cost of the driver plus car lease, maintenance, fuel and other related costs, based on an estimated percentage of use.

The Company owns and operates two passenger helicopters and leases and operates a jet to facilitate business travel of senior executives. As described under “Related Party Policy and Certain Transactions—Certain Other Transactions,” the Company also has four separate dry lease agreements with entities controlled by Charles F. Dolan or other members of the Dolan family pursuant to which the Company has the right to use fixed-wing or rotary aircraft operated by such entities.

Generally, Messrs. Charles F. Dolan, James L. Dolan, Brian G. Sweeney and Ms. Kristin A. Dolan are permitted to use the helicopters and the Company jet or, in certain limited circumstances with the approval of the Company, aircraft chartered by the Company, for personal travel. Mr. Gregg G. Seibert and Mr. David G. Ellen are permitted to use the Company jet or, in certain limited circumstances with the approval of the Company, other aircraft owned by entities controlled by Charles F. Dolan or other members of the Dolan family which the Company has the right to use or other aircraft chartered by the Company. Mr. Seibert, Mr. Sweeney and Ms. Dolan’s use for personal travel is limited to a maximum of 40 hours per year and Mr. Ellen’s use for personal travel is limited to a

maximum of 30 hours per year. In addition, certain other executive officers and other members of management are permitted to use the helicopters and the jet for personal travel upon the approval of the Chief Executive Officer. Personal use of the helicopters has primarily been for purposes of commutation.

To the extent any employee uses any of the aircraft for personal travel without reimbursement, they are imputed compensation for tax purposes based on the Standard Industry Fare Level rates that are published biannually by the IRS. For compensation reporting purposes, we valued the incremental cost of the personal use of the aircraft based on the variable costs incurred by the Company. The incremental cost of the use of the aircraft does not include any costs that would have been incurred by the Company whether or not the personal trip was taken, such as lease and insurance payments, pilot salaries, ordinary course maintenance and other overhead costs.

In connection with any personal travel on the Company jet, or aircraft chartered by the Company, Charles F. Dolan, James L. Dolan, Brian G. Sweeney and Ms. Kristin A. Dolan reimburse the Company for the actual expenses of each specific flight at a rate no greater than the maximum amount the Company may legally charge under Part 91 of the Federal Aviation Regulations.

In connection with any personal travel on the Company jet (or on aircraft operated by entities controlled by Charles F. Dolan or other

members of the Dolan family or aircraft chartered by the Company), Mr. Gregg G. Seibert and Mr. David G. Ellen reimburse the Company for the actual expenses of each specific flight at a rate no greater than the maximum amount the Company may legally charge under Part 91 of the Federal Aviation Regulations.

Certain of the named executive officers have, from time to time, used the Company’s travel department to make their personal travel arrangements. For compensation reporting purposes, we

valued the incremental cost of personal use of the travel department as a portion of the cost of the travel department employees and related overhead, based on the time spent making the arrangements.

Our executives have helped build the Company into the successful enterprise that it is today and we believe that post-termination benefits are integral to the Company’s ability to attract and retain qualified executives.

Under certain circumstances, payments or other benefits may be provided to employees upon the termination of their employment with the Company. The amount and type of any payment or benefit will depend upon the circumstances of the termination of employment. These may include termination by the Company without cause, termination by the employee for good reason, other voluntary termination by the employee, retirement, death, disability, or termination following a change in control of the Company or following a going-private transaction. The definitions of “cause” and “good reason” may vary among the different employment agreements with the named executive officers and the award agreements.

The award agreements regarding the various long-term incentives also address employment termination events, including the circumstances upon which vesting, payment and/ or forfeiture of all or a portion of the long-term incentives may be accelerated. If an executive’s employment agreement refers to the treatment of any award upon a triggering event, the particular award agreement will not supersede the terms of the employment agreement unless otherwise provided in the employment agreement or the award agreement.

Mr. Charles F. Dolan’s employment agreement addresses post-termination benefits only in the event of death or disability. In the employment agreements for Messrs. James L. Dolan, Seibert, Sweeney, Ellen and Ms. Dolan, severance benefits include, in addition to certain cash payments, the acceleration of certain long-term incentives under various circumstances. For Mr. Charles F. Dolan, the treatment of his long-term incentives in the event of termination is governed solely by the specific provisions of his award agreements.

The Cablevision Severance Pay Plan provides for the discretionary payment of severance benefits under certain circumstances. Under the severance plan, the Company has discretion to determine (1) under what conditions severance benefits will be made available to any employee, (2) the type and amount of severance benefits to be paid or provided and for what period of time, (3) the manner and form in which severance benefits will be paid or provided to any employee, and (4) any other terms and conditions for receiving severance benefits. All severance benefits payable under this severance plan would be conditioned on the employee executing a severance agreement with the Company, including any terms and conditions that the Company may require.

For a description and quantification of the severance and other benefits payable to each of the named executive officers under the different circumstances of termination, please see “Termination and Severance” under “Executive Compensation Tables” below.

Section 162(m) of the Internal Revenue Code, as amended, establishes a $1 million limit on the amount that a publicly held corporation may deduct for compensation paid to the chief executive officer and the next three most highly paid named executive officers (other than the chief financial officer) in a taxable year. This limitation does not apply to any compensation that is “qualified performance-based compensation” under Section 162(m), which is defined as compensation paid in connection with certain stock options or that is paid only if the individual’s performance meets pre-established objective goals based on performance criteria established under a plan

approved by stockholders. Our short-term and long-term incentive compensation plans are generally designed to qualify for this exemption from the deduction limitations of Section 162(m) and to be consistent with providing appropriate compensation to executives.

From time to time, to the extent it deems appropriate, the Compensation Committee may make awards (or modifications to awards) that would not qualify for an exemption from Section 162 (m). For example, we expect that, for 2015, the amount of base salary in excess of $1 million for the Chief Executive Officer and the next three most highly paid named executive officers covered

by Section 162(m), plus any other annual compensation paid or imputed to the Chief Executive Officer and the next three most highly paid named executive officers covered by Section 162(m) that causes their respective non-performance-based compensation to exceed the $1 million limit, will not be deductible by the Company for income tax purposes.

Although it is the Company’s intent generally to qualify compensation for the exemption from the deduction

limitations, we believe that it is in the best interests of the Company’s stockholders to allow the Compensation Committee the flexibility and discretion to design an appropriate executive compensation program so that the Company can attract, retain and motivate our executives, notwithstanding Section 162(m).

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis set forth above with management. Based on such review and discussions, we have approved the inclusion of this Compensation Discussion and

Analysis in this Amendment to Annual Report on Form 10-K for the fiscal year ended December 31, 2015 for filing with the Securities and Exchange Commission.

The tables below reflect the compensation of the Company’s named executive officers. See “Compensation Discussion and

Analysis” beginning on page 18 for an explanation of our compensation philosophy and program.

The table below summarizes the total compensation paid to or earned by each of our named executive officers for the years ending December 31, 2013, 2014 and 2015 (other than for Mr. Sweeney and Ms. Dolan for whom information is provided for the

year ending December 31, 2014 and 2015, and for Mr. Ellen for whom information is provided for the year ending December 31, 2015).

For 2014, salaries paid to the named executive officers accounted for the following percentages of their total compensation: Mr. Charles F. Dolan – 11%; Mr. James L. Dolan 8%; Mr. Gregg G. Seibert – 13%; Mr. Brian G. Sweeney – 19%; and Ms. Kristin A. Dolan – 18%.

For 2013, salaries paid to the named executive officers

accounted for the following percentages of their total compensation: Mr. Charles F. Dolan – 17%; Mr. James L. Dolan – 13%; and Mr. Gregg G. Seibert – 19%.

For 2014, this information reflects annual incentive awards paid in 2015 for performance in 2014, and performance awards granted in 2012 that were earned at the end of 2014, as follows: Mr. Charles F. Dolan, $4,082,400 and $4,928,175, respectively, Mr. James L. Dolan, $5,607,693 and $4,895,100, respectively, Mr. Gregg G. Seibert, $5,257,211 and $3,307,500, respectively, Mr. Brian G. Sweeney, $3,665,769 and $317,520, respectively, and Ms. Kristin A. Dolan, $3,790,385 and $496,125, respectively.

For 2013, this information reflects annual incentive awards paid in 2014 for performance in 2013.

As noted above, there were no payouts in 2013 or 2014 in respect of the three-year cash performance awards granted in 2010 and 2011.

The table below presents information regarding awards granted in 2015 to each named executive officer under the Company’s plans, including estimated possible and future payouts under non-equity

incentive plan awards and other restricted stock and stock option awards.

The table below shows (i) each grant of stock options that is still unexercised and outstanding, (ii) the aggregate number of shares of unvested restricted stock outstanding and (iii) the aggregate

number of unvested performance restricted stock units outstanding for each named executive officer, in each case as of December 31, 2015.

As of December 31, 2015, (i) Mr. Charles F. Dolan did not hold any MSG stock options, (ii) Mr. James L. Dolan held 22,000 MSG stock options (all of which were vested), (iii) Mr. Brian G. Sweeney did not hold MSG stock options, (iv) Ms. Kristin A. Dolan did not hold any MSG stock options, (v) Mr. David G. Ellen did not hold MSG stock options, and (vi) Mr. Gregg G. Seibert did not hold any MSG stock options. As of December 31, 2015, (i) Mr. Charles F. Dolan held 66,000 AMC stock options (all of which were vested), (ii) Mr. James L. Dolan held 66,000 AMC stock options (all of which were vested), (iii) Mr. Brian G. Sweeney did not hold AMC stock options, (iv) Ms. Kristin A. Dolan did not hold any AMC stock options, (v) Mr. David G. Ellen did not hold AMC stock options, and (vi) Mr. Gregg G. Seibert did not hold any AMC stock options.

As of December 31, 2015, (i) Mr. Charles F. Dolan did not hold any MSG Networks stock options, (ii) Mr. James L. Dolan held 66,000 MSG Networks stock options (all of which were vested), (iii) Mr. Brian G. Sweeney did not hold any MSG Networks stock options, (iv) Ms. Kristin A. Dolan did not hold any MSG Networks stock options, (v) Mr. David G. Ellen did not hold any MSG Networks stock options, and (vi) Mr. Gregg G. Seibert did not hold any MSG Networks stock options.

The table below shows the present value of accumulated benefits payable to each of our named executive officers, including the

number of years of service credited to each named executive officer, under our defined benefit pension plans as of December 31, 2015.

The Company’s Cash Balance Pension Plan is a tax-qualified defined benefit plan that generally covers regular full-time and part-time nonunion employees of the Company and certain of its affiliates who have completed one year of service. A notional account is maintained for each participant under the plan, including the named executive officers, which, through the end of 2013, consisted of (i) annual allocations made by the Company as of the end of each year on behalf of each participant who has completed 800 hours of service during the year that range from 3% to 9% of the participant’s compensation, based on the participant’s age, and (ii) monthly interest credits based on the average of the annual rate of interest on the 30-year U.S. Treasury Bonds for the months of September, October and November of the prior year. Compensation includes all direct cash compensation received while a participant as part of the participant’s primary compensation structure (excluding bonuses, fringe benefits and other compensation that is not received on a regular basis), and before deductions for elective deferrals (in accordance with the Internal Revenue Code limits, the compensation was limited each year to the Internal Revenue Code maximum compensation limits). Effective December 31, 2013, the Cash Balance Pension Plan was amended to freeze participation and future benefit accruals for all

Company employees except those covered by a collective bargaining relationship in Brooklyn. Therefore, no future benefit accruals were made under these plans after 2013 except for employees covered by such collective bargaining relationship. With respect to such employees, no benefit accruals were made after April 15, 2015. Monthly interest credits continue to be made to participant accounts until distribution of the accounts following termination of employment.

A participant’s interest in the cash balance account is subject to vesting limitations for the first three years of employment. A participant’s account will vest in full upon his or her termination due to death, disability or retirement after attaining age 65. Upon retirement or other termination of employment with the Company, the participant may elect a distribution of the vested portion of the cash balance account. Any amounts remaining in the plan will continue to be credited with interest until the account is paid. The normal form of benefit payment for an unmarried participant is a single life annuity and the normal form of benefit payment for a married participant is a 50% joint and survivor annuity. The participant, with spousal consent if applicable, can waive the normal form and elect a single life annuity or a lump sum.

The Company’s Excess Cash Balance Plan is a non-qualified deferred compensation plan that is intended to provide eligible participants, including each named executive officer, with the portion of their benefit that cannot be paid to them under the Cash Balance Pension Plan due to Internal Revenue Code limits on the amount of compensation (as defined in the Cash Balance Pension Plan) that can be taken into account in determining benefits under tax-qualified plans. The Company maintains a notional excess cash balance account for each eligible participant, and, for each calendar year through 2013, credited these accounts with the portion of the allocation that could not be made on his or her behalf under the Cash Balance Pension Plan due to the compensation limitation. In addition, the Company credits each notional excess cash balance

account monthly with interest at the same rate used under the Cash Balance Pension Plan. Effective December 31, 2013, the Excess Cash Balance Plan was amended to freeze participation and future benefit accruals for all Company employees. Therefore, no future benefit accruals were made under these plans after 2013. Monthly interest credits continue to be made to participant accounts until distribution of the accounts following termination of employment.

A participant vests in the excess cash balance account according to the same schedule as the Cash Balance Pension Plan. The excess cash balance account, to the extent vested, is paid in a lump sum to the participant as soon as practicable following his or her retirement or other termination of employment with the Company.

Mr. Charles F. Dolan is the only named executive officer who participates in the Company’s Nonqualified Supplemental Benefit Plan. The Nonqualified Supplemental Benefit Plan provides actuarially determined pension benefits for certain employees of the Company or its subsidiaries and affiliates who were previously employed by CSSC, L.L.C., successor to Cablevision Systems Services Corporation (“CSSC”), which is wholly owned by Mr. Charles F. Dolan and his spouse, which provided management services to Cablevision Company (the Company’s predecessor) and to certain affiliates of the Company.

The Nonqualified Supplemental Benefit Plan was designed to provide participants, in combination with certain qualified benefit plans maintained by the Company and certain qualified retirement plans formerly maintained by CSSC, with the same retirement benefits they would have enjoyed had they remained employees of CSSC and continued to participate in the former CSSC qualified plans. In addition to Mr. Charles F. Dolan, there is only one remaining active employee of the Company who accrues benefits under this plan.

The defined benefit feature of the Nonqualified Supplemental Benefit Plan provides that, upon attaining the later of age 65 or the completion of five years of service, a participant will receive an annual benefit equal to the lesser of (i) 75% of his or her average compensation (not including bonuses and overtime) for his or her three most highly compensated years, or (ii) the maximum benefit

permitted by the Internal Revenue Code (the maximum in 2015 was $210,000 for employees who retire at age 65), reduced by the amount of any benefits paid to the participant under the qualified defined benefit plan formerly maintained by CSSC as well as benefits under the Cash Balance Pension Plan and Excess Cash Balance Plan.

The table below shows (i) the contributions made by each named executive officer and the Company in 2015, (ii) aggregate earnings on each named executive officer’s account balance in

2015, and (iii) the account balance of each of our named executive officers under our Excess Savings Plan and the Nonqualified Supplemental Benefit Plan as of December 31, 2015.

The Cablevision Excess Savings Plan is a non-qualified deferred compensation plan that operates in conjunction with the Company’s tax-qualified 401(k) Plan. An employee is eligible to participate in the Excess Savings Plan for a calendar year if his compensation (as defined in the Cash Balance Pension Plan described above) in the preceding year exceeded (or would have exceeded, if the employee had been employed for the entire year) the IRS limit on the amount of compensation that can be taken into account in determining contributions under tax-qualified retirement plans ($265,000 in 2015) and he makes an election to participate prior to the beginning of the year.

An eligible employee whose contributions to the 401(k) Plan are limited as a result of this compensation limit or as a result of reaching the maximum 401(k) deferral limit (for 2015, $18,000 or $24,000, if age 50 or over) can continue to make pre-tax contributions under the Excess Savings Plan of up to 6% of his eligible pay. In addition, the Company has historically made matching contributions of up to 50% of the first 6% of eligible pay contributed by the employee. Effective January 1, 2014, the Excess Savings Plan was amended to provide for a matching contribution of 100% of the first 4% of eligible pay contributed by participating employees, and for an additional discretionary year-end contribution by the Company based upon a percentage of eligible compensation. The contribution, if approved by the Company, will be provided to all eligible participants who are active on the last day of the plan year and who complete 1,000 hours of service in

such plan year. In 2016, the Company made an additional discretionary contribution of 2.5% of eligible compensation in respect of the 2015 plan year.

A participant is always fully vested in his own contributions and vests in the Company matching contributions over three years from date of hire (subject to full vesting upon death, disability or retirement after attaining age 65). Account balances under the Excess Savings Plan are credited monthly with the rate of return earned by the Wells Fargo Stable Value Fund offered as an investment alternative under the 401(k) Plan. Distributions are made in a lump sum as soon as practicable after the participant’s termination of employment with the Company.

In addition to providing defined pension benefits, the Company’s Nonqualified Supplement Benefit Plan has a defined contribution feature. Under this provision, the Company maintains notional supplemental accounts for each participant, and for each calendar year, the Company makes an allocation to these notional accounts in an amount equal to the lesser of 10% of a participant’s eligible plan compensation (as limited by the IRS maximum compensation limitation) and the IRS maximum defined contribution allocation ($53,000 for 2015). Account balances under the Company’s Nonqualified Supplement Benefit Plan are credited monthly with the rate of return earned by the Stable Value Fund offered as an investment alternative under the 401(k) Plan.

Mr. Charles F. Dolan has an employment agreement with the Company dated as of January 27, 1986 that automatically renews for successive one-year terms unless terminated by either party at least three months prior to the end of the then existing term. His agreement has been automatically extended until January 2017. The employment agreement provides for annual compensation of not less than $400,000 per year, subject to increase by the Company’s Compensation Committee. Mr. Dolan’s annual salary for 2014 was $1,664,000 and his bonus target was 175%.

The Company does not have a right under the employment agreement to terminate Mr. Charles F. Dolan’s employment other than for cause or disability. Mr. Charles F. Dolan’s employment agreement does not provide for any post-employment benefits in the event of the termination of his employment by him or the Company other than in the case of his death or disability. In the event of Mr. Dolan’s death, his agreement provides for payment to his estate of an amount equal to the greater of one year’s base salary or one-half of the compensation that would have been payable to Mr. Dolan during the remaining term of his agreement. If Mr. Dolan is incapacitated for more than six consecutive months

of disability such that he cannot return to employment and discharge his duties under his employment agreement, his agreement provides that the Company may terminate him for incapacity but Mr. Dolan will be entitled to receive his base salary and other employee benefits (including medical insurance) until the end of the remaining term of his agreement. Mr. Dolan’s employment agreement does not address (or provide for any benefits in the event of) termination by the Company without cause, by Mr. Dolan for good reason or termination in connection with retirement, a change in control or a going private transaction.

In December 2008, the Company amended the employment agreement of Mr. Dolan in order to avoid the imposition of an additional tax pursuant to Section 409A. This amendment clarified that the delay of payment of severance will be following the executive’s separation of service (within the meaning of Section 409A). In June 2011, the Company amended the employment agreement of Mr. Dolan to acknowledge Mr. Dolan’s service as Executive Chairman of AMC Networks Inc. The amendments did not change the amount of payments under Mr. Charles F. Dolan’s employment agreement.

Mr. James L. Dolan is the Company’s Chief Executive Officer and devotes most of his business time to that role. He also serves as the Executive Chairman of MSG and devotes a portion of his business time to that role. In light of Mr. Dolan’s dual responsibilities, on December 24, 2009, the Company and MSG each entered into separate employment agreements with Mr. Dolan. These employment agreements became effective upon the consummation of the MSG Distribution on February 9, 2010 and were amended in February 2013. In April 2014, the Company entered into a letter agreement with Mr. James L. Dolan which amended his employment agreement to remove his right to receive a severance payment if he terminates his employment for any reason during the 13th month after a Change in Control (as defined in the agreement) and to change his title to “Chief Executive Officer.”

As amended in February 2013, the employment agreement between the Company and Mr. Dolan provided for his continued employment as President and Chief Executive Officer of the Company through December 31, 2017 at a minimum annual base salary of $2,000,000 (subject to annual review and potential increase in the discretion of the Compensation Committee) and an annual target bonus equal to 200% of his annual base salary (and a possible range of 0% to 400%) in the discretion of the Compensation Committee. Mr. Dolan’s annual salary for 2014 was $2,000,000 and his bonus target was 200%. It is expected that Mr. Dolan will continue to be nominated for election as a director of the Company during the period he serves as Chief Executive Officer. Under the employment agreement, Mr. Dolan continues to be eligible to participate in all Company employee benefits and retirement plans at the level available to other members of senior management of the Company, subject to meeting the relevant eligibility requirements and the terms of the plans. The Company will also continue to pay the premiums on an existing whole life insurance policy to the extent necessary to provide for payment of the initial targeted death benefit.

Mr. Dolan’s agreement further provides that he will be entitled to receive annual long-term cash and/or equity awards with an aggregate annual target value of $12,000,000, as determined in the discretion of the Compensation Committee. The equity portion of these annual awards will consist of options to acquire shares of the Company’s Class A common stock in an amount up to the maximum number of options that the Company may issue to any participant under its employee stock plan during any one calendar year (currently two million options), and the balance (if any) of the annual awards will consist of a cash performance award. The annual award terms and conditions will be determined by the Compensation Committee in its discretion, provided that the awards will not have a time vesting component that is longer than three years.

Any continuing service requirements with respect to outstanding long-term cash and equity awards that were granted to Mr. Dolan prior to the effective date of the employment agreement will be based solely on his continued services to the Company and its affiliates (other than MSG and its subsidiaries). He and the Company have acknowledged that any cash payable pursuant to any of those awards will be the sole responsibility and liability of the Company and that MSG will have no liability to Mr. Dolan with respect to such cash payable.

If, prior to December 31, 2017 (the “Scheduled Expiration Date”), Mr. Dolan’s employment with the Company is terminated (i) by the Company, or (ii) by him for Good Reason and at the time of any such termination, Cause does not exist, then, subject to his execution of the Company’s then standard separation agreement (modified to reflect the terms of the agreement) which separation agreement will include, without limitation, general releases by him as well as non-competition, non-solicitation, non-disparagement, confidentiality and other provisions substantially similar to those set forth in the agreement (a “Separation Agreement”), the Company will provide him with the following benefits and rights:

In addition, the employment agreement provides that in the event of a “change of control”, as defined in Mr. Dolan’s long-term award agreements, Mr. Dolan will be entitled to receive the more favorable vesting and payment provisions (if any) provided in his restricted stock, stock option and long-term cash performance award agreements. See “—Termination and Severance—Award Agreements.”

If Mr. Dolan ceases to be an employee of the Company or any of its affiliates (other than MSG and its subsidiaries) prior to the Scheduled Expiration Date as a result of his death, his estate or beneficiary will be provided with the benefits and rights set forth in (c) through (h) above and have such longer period to exercise his then outstanding stock options as may otherwise be permitted under the applicable plan. If he ceases to be an employee of the Company or any of its affiliates (other than MSG and its subsidiaries) prior to the Scheduled Expiration Date as a result of his physical or mental disability, he will be provided with the benefits and rights set forth in (b) through (h) above.

If after the Scheduled Expiration Date, Mr. Dolan’s employment with the Company is terminated (i) by the Company, (ii) by him for Good Reason, or (iii) as a result of his death or disability, and at the time of any such termination described above, Cause does not

exist, then, subject to (except in the case of his death) his execution of a Separation Agreement, he or his estate or beneficiary, as the case may be, will be provided with the benefits and rights set forth above in (b) through (h) above.

If, prior to or after the Scheduled Expiration Date, Mr. Dolan ceases to be employed by the Company for any reason other than his being terminated for Cause, he will have three years to exercise outstanding stock options, unless he is afforded a longer period for exercise pursuant to his employment agreement or any applicable award letter. In no event, however, will stock options remain exercisable beyond their regularly scheduled term (except as may otherwise be permitted under the applicable award in the case of death).

Upon the termination of Mr. Dolan’s employment with the Company, except as otherwise specifically provided in the employment agreement, his rights to benefits and payments under the Company’s pension and welfare plans (other than severance benefits) and any outstanding long-term cash or equity awards will be determined in accordance with the then current terms and provisions of such plans, agreements and awards under which such benefits and payments (including such long-term cash or equity awards) were granted.

In the agreement, the Company acknowledges that, in addition to Mr. Dolan’s services pursuant to the agreement, he will simultaneously serve, and is expected to devote a portion of his business time and attention to serving, as Executive Chairman of MSG. The Company recognizes and agrees that his responsibilities to MSG will preclude him from devoting substantially all of his time and attention to the Company’s affairs. The agreement states the Company’s recognition that there may be certain potential conflicts of interest and fiduciary duty issues associated with Mr. Dolan’s dual roles at the Company and MSG and that none of (i) his dual responsibilities at the Company and MSG, (ii) his inability to devote substantially all of his time and attention to the Company’s affairs, (iii) the actual or potential conflicts of interest and fiduciary duty issues that are waived in the Company’s policy concerning matters related to MSG including responsibilities of overlapping directors and officers, or (iv) any actions taken, or omitted to be taken, by him in good faith to comply with his duties and responsibilities to the Company in light of his dual responsibilities to the Company and MSG, will be deemed to be a breach by him of his obligations under the employment agreement nor will any of the foregoing constitute Cause as such term is defined in the employment agreement.

The employment agreement contains certain covenants by Mr. Dolan including a noncompetition agreement that restricts Mr. Dolan’s ability to engage in competitive activities until the first anniversary of the termination of his employment with the Company.

For purposes of Mr. Dolan’s employment agreement, “Cause” is defined as (1) 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 (2) commission of any act or omission that results in, or may reasonably be expected to result 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.

“Change in Control” means the acquisition, in a transaction or a series of related transactions, by any person or group, other than Charles F. Dolan or members of the immediate family of Charles F. Dolan or trusts for the benefit of Charles F. Dolan or his immediate family (or an entity or entities controlled by any of them) or any employee benefit plan sponsored or maintained by the Company, of (1) the power to direct the management of substantially all the cable television systems then owned by the Company in the New York City Metropolitan Area (as defined), or (2) after any fiscal year of the Company in which all the systems referred to in clause (1) will have contributed in the aggregate less than a majority of the net revenues of the Company and its consolidated subsidiaries, the power to direct the management of the Company and its consolidated subsidiaries, the power to direct the management of

the Company or substantially all its assets.

Termination for “Good Reason” in Mr. Dolan’s employment agreement means that (1) without Mr. Dolan’s consent, (A) Mr. Dolan’s base salary or bonus target is reduced, (B) the Company requires that Mr. Dolan’s principal office be located outside of Nassau County or Manhattan, (C) the Company materially breaches its obligations to Mr. Dolan under his employment agreement, (D) Mr. Dolan is no longer the Chief Executive Officer of the Company, (E) Mr. Dolan no longer reports directly to the Chairman of the Board of Directors of the Company, or (F) Mr. Dolan’s responsibilities are materially diminished, (2) Mr. Dolan has given the Company written notice, referring specifically to this definition, that he does not consent to such action, (3) the Company has not corrected such action within 15 days of receiving such notice, and (4) Mr. Dolan voluntarily terminates his employment within 90 days following the happening of the action described in subsection (1) of this definition.

On March 29, 2011, the Company entered into an employment agreement with Mr. Gregg G. Seibert, which replaced his prior employment agreement. The agreement with Mr. Seibert provided for his continued employment as Executive Vice President of the Company through December 31, 2016. Mr. Seibert also assumed the role of Chief Financial Officer on June 7, 2011. In February 2013, Mr. Seibert was also named Vice Chairman of the Company. In February 2015, we entered into a letter agreement with Mr. Seibert which amended and restated his prior employment agreement to reflect his change in title, effective March 1, 2015, from Vice Chairman and Chief Financial Officer to Vice Chairman, to amend his job duties accordingly and, in light of such changes to, effective March 1, 2015, decrease his annual salary from $1,875,000 to $625,000 and his long-term incentive award target to $2 million. The amended agreement also extended the term of the agreement from December 31, 2016 to December 31, 2017, and decreased from twelve months to six months the advance notice period pursuant to which, at any time after the expiration date of the agreement, Mr. Seibert can terminate his employment with the Company for any reason and receive certain severance benefits, as described in more detail below. Mr. Seibert also entered into agreements in February 2015 with each of MSG and AMC pursuant to which he became Vice Chairman of each company.

Under the agreement as amended in 2015, Mr. Seibert continues to be eligible to participate in the Company’s standard employee benefits program, subject to meeting the relevant eligibility requirements, payment of required premiums, and the terms of the plans. Additionally, the Company will continue to pay the premiums on the existing whole life insurance policy 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:

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 disability (as defined in the Company’s long-term disability plan), 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

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 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.

In the agreement, the Company acknowledges that, in addition to Mr. Seibert’s services pursuant to the agreement, he will simultaneously serve, and is expected to devote a portion of his business time and attention to serving, as Vice Chairman of each of MSG and AMC. The Company recognizes and agrees that his responsibilities to MSG and AMC will preclude him from devoting substantially all of his time and attention to the Company’s affairs. The agreement states the Company’s recognition that there may be certain potential conflicts of interest and fiduciary duty issues associated with Mr. Seibert’s multiple roles at the Company, MSG and AMC and that none of: (i) his multiple responsibilities at the Company, MSG and AMC, (ii) his inability to devote substantially all of his time and attention to the Company’s affairs, (iii) the actual or potential conflicts of interest and fiduciary duty issues that are waived in the Company’s policy concerning matters related to MSG and AMC including responsibilities of overlapping directors and officers, or (iv) any actions taken, or omitted to be taken, by him in good faith to comply with his duties and responsibilities to the Company in light of his multiple responsibilities to the Company, MSG and AMC, will be deemed to be a breach by him of his obligations under the employment agreement nor will any of the foregoing constitute Cause as such term is defined in the employment agreement.

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 in the 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 (other than as expressly contemplated in the agreement), are thereafter materially diminished, (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 15 days of receiving such notice, and (4) he terminates his employment with the Company within 90 days following the happening of the action described in subsection (1) above.

On April 7, 2014, the Company entered into an employment agreement with Brian G. Sweeney. The agreement with Mr. Sweeney provided for his employment as President of the Company through December 31, 2017 at a minimum annual base salary of $1,500,000 (subject to annual review and potential increase in the discretion of the Compensation Committee) and an annual target bonus equal to at least 200% of his annual base salary in the discretion of the Compensation Committee. In February 2015, the Company entered into a letter agreement with Mr. Sweeney which amended his title, effective March 1, 2015, from President to President and Chief Financial Officer, and amended his job duties to reflect this change. There were no changes made to Mr. Sweeney’s compensation or to the other terms of his agreement. Mr. Sweeney 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 aggregate target value of not less than $3,000,000, as determined by the Compensation Committee in its discretion. The employment agreement anticipates that as part of each annual review by the Compensation Committee, Mr. Sweeney will receive not less than the same percentage increase, if any, in base salary, annual target bonus opportunity and/ or aggregate long-term incentive award target value that is granted by the Compensation Committee to other similarly situated executives.

Under the agreement, Mr. Sweeney continues to be eligible to participate in the Company’s standard employee benefits programs, subject to meeting the relevant eligibility requirements, payment of required premiums, and the terms of the plans. Mr. Sweeney will also be eligible for all perquisites made available to similarly situated executives. If, prior to December 31, 2017 (the “Scheduled Expiration Date”), Mr. Sweeney’s employment with the Company is terminated (i) by the Company without Cause, or (ii) by him for Good Reason (if Cause does not exist), then, subject to his execution of a separation agreement with the Company, the Company will provide him with the following benefits and rights:

If Mr. Sweeney ceases to be an employee of the Company as a result of death, or physical or mental disability, and at such time Cause does not exist, then, subject to execution of a separation agreement (other than in the case of death), 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 on the 90th 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 had 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 had already been fully completed, then the payment amount of such award will be 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).

Except as otherwise set forth above, upon the termination of Mr. Sweeney’s employment with the Company, the treatment of any outstanding long-term cash or equity awards will be determined in accordance with their terms and Mr. Sweeney 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. Sweeney including a noncompetition agreement that restricts Mr. Sweeney’s ability to engage in competitive activities until the first anniversary of the termination of his employment with the Company.

For purposes of Mr. Sweeney’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 base salary or annual target bonus (as each may be increased from time to time in the Company’s sole discretion) is reduced, (B) his title (as in effect from time to time) is diminished, (C) he reports directly to someone other than the Chief Executive Officer 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) there is a material diminution of his responsibilities and authority as they are described above; (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 15 days of receiving such notice; and (4) he voluntarily terminates his employment with the Company within 90 days following the happening of the action described in subsection (1) above.

On April 7, 2014, the Company entered into an amended and restated employment agreement with Kristin A. Dolan, which replaced her prior employment agreement. The agreement with Ms. Dolan provides for her employment as Chief Operating Officer, through December 31, 2017 at a minimum annual base salary of $1,500,000 (subject to annual review and potential increase in the discretion of the Compensation Committee) and an annual target bonus equal to at least 200% of her annual base salary in the discretion of the Compensation Committee. Ms. Dolan 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 aggregate target value of not less than $3,000,000, as determined by the Compensation Committee in its discretion. The employment agreement anticipates that as part of each annual review by the Compensation Committee, Ms. Dolan will receive not less than the same percentage increase, if any, in base salary, annual target bonus opportunity and/or aggregate long-term incentive award target value that is granted by the Compensation Committee to other similarly situated executives.

Under the agreement, Ms. Dolan continues to be eligible to participate in the Company’s standard employee benefits programs, subject to meeting the relevant eligibility requirements, payment of required premiums, and the terms of the plans. Ms. Dolan will also be eligible for all perquisites made available to similarly situated executives. If, prior to December 31, 2017 (the “Scheduled Expiration Date”), Ms. Dolan’s employment with the Company is terminated (i) by the Company without Cause, or (ii) by her for Good Reason (if Cause does not exist), then, subject to her execution of a separation agreement with the Company, the Company will provide her with the following benefits and rights:

If Ms. Dolan ceases to be an employee of the Company as a result of death, or physical or mental disability, and at such time Cause does not exist, then, subject to execution of a separation agreement (other than in the case of death), she or her 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 her outstanding long-term cash awards shall immediately vest in full, whether or not subject to performance criteria, and shall be payable on the 90th day after the termination of her employment, provided that if any such award is subject to any performance criteria, then (i) if the measurement

period for such performance criteria had 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 had already been fully completed, then the payment amount of such award will be 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).

Except as otherwise set forth above, upon the termination of Ms. Dolan’s employment with the Company, the treatment of any outstanding long-term cash or equity awards will be determined in accordance with their terms and Ms. Dolan will not be eligible for severance benefits under any other plan, program or policy of the Company.

The employment agreement contains certain covenants by Ms. Dolan including a noncompetition agreement that restricts Ms. Dolan’s ability to engage in competitive activities until the first anniversary of the termination of her employment with the Company.

For purposes of Ms. Dolan’s employment agreement, “Cause”

means her (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 her written consent, (A) her base salary or annual target bonus (as each may be increased from time to time in the Company’s sole discretion) is reduced, (B) her title (as in effect from time to time) is diminished, (C) she reports directly to someone other than the Chief Executive Officer of the Company, (D) the Company requires that her 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) there is a material diminution of her responsibilities and authority as they are described above; (2) she has given the Company written notice that she does not consent to such action; (3) the Company has not corrected such action within 15 days of receiving such notice; and (4) she voluntarily terminates her employment with the Company within 90 days following the happening of the action described in subsection (1) above.

On February 1, 2012, the Company entered into an employment agreement with Mr. David G. Ellen which replaced his prior employment agreement. In April 2014, we entered into a letter agreement with Mr. David G. Ellen which amended his prior employment agreement to extend the scheduled expiration date by two years to December 31, 2018, as described in more detail below. The February 2012 employment agreement with Mr. Ellen provided for his continued employment as Executive Vice President and General Counsel of the Company through December 31, 2016 at a minimum annual base salary of $850,000 (subject to annual review and potential increase in the discretion of the Compensation Committee) and an annual target bonus equal to at least 95% of his annual base salary in the discretion of the Compensation Committee. It further provided that he would 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. In light of Mr. Ellen’s contributions to the Company, on February 26, 2013, the Compensation Committee approved an increase to Mr. Ellen’s annual salary for 2013 to $1,200,000, his bonus target to 150% and his long-term incentive award target to $3 million. In December 2013, upon the retirement of Victoria D. Salhus as Secretary of the Company, the Board of Directors appointed Mr. Ellen as Secretary of the Company.

Under the employment agreement, Mr. Ellen continues to be eligible to participate in the Company’s standard employee benefits program, subject to meeting the relevant eligibility requirements, payment of required premiums, and the terms of the plans.

If, prior to December 31, 2018 (the “Scheduled Expiration Date”), Mr. Ellen’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:

If Mr. Ellen 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 (other than in the case of death), 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 on the 90th 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 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).

Except as otherwise set forth in the employment agreement, upon the termination of Mr. Ellen’s employment with the Company, any outstanding long-term cash or equity awards will be determined in accordance with their terms and Mr. Ellen 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. Ellen including a noncompetition agreement that restricts Mr. Ellen’s ability to engage in competitive activities until the first anniversary of the termination of his employment with the Company.

For purposes of Mr. Ellen’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 base salary or annual target bonus (as each may be increased from time to time in the Company’s sole discretion) is reduced, (B) his title (as in effect from time to time) is diminished, (C) he reports directly to someone other than the Chief Executive Officer 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, (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 15 days of receiving such notice, and (4) he voluntarily terminates his employment with the Company within 90 days following the happening of the action described in subsection (1) above.

The April 2014 letter agreement with Mr. Ellen amended his employment agreement to (1) reflect Mr. Ellen’s current title as Executive Vice President, General Counsel and Secretary, (2) reflect Mr. Ellen’s current salary of $1,200,000, and (3) extend the Scheduled Expiration Date to December 31, 2018.

As described in “Compensation Discussion and Analysis - Post- Termination Compensation”, payments may be made to employees upon the termination of their employment with the Company depending upon the circumstances of their termination, which include termination by the Company without cause, termination by the employee for good reason, other voluntary termination by the employee, retirement, death, disability, or termination following a change in control of the Company or following a going-private transaction.

Generally, for the named executive officers, their employment agreements address some of these circumstances. For a description of termination provisions in the employment agreements, see “—Employment Agreements” above. In addition, the award agreements for the long-term incentives also address some of these circumstances. If an employment agreement provides for the treatment of any award upon the termination of employment, the terms of any applicable award agreements will not supersede the terms of the employment agreement unless otherwise provided in the employment agreement or the award agreement. The named executive officers whose employment agreements provide for a termination for good reason will have good reason to resign as of the consummation of the Merger, and the Company intends to fund a rabbi trust to satisfy the cash severance obligations in such officer’s employment agreements.

Under the applicable award agreements, vesting of restricted stock and stock options granted to employees, including the named executive officers, may be affected upon a “change of control” of the Company or a going-private transaction (as defined in Rule 13e-3 of the Securities Exchange Act of 1934). A “change of control” is defined as the acquisition by any person or group, other than Charles F. Dolan or members of his immediate family (or trusts for the benefit of Charles F. Dolan or his immediate family) or any employee benefit plan sponsored or maintained by the Company, of the power to direct the management of substantially all of the cable television systems then owned by the Company in the New York City metropolitan area, or (2) after any fiscal year of the Company in which the Company’s cable television systems in the New York City metropolitan area contributed in the aggregate less than a majority of the net revenues of the Company and its consolidated subsidiaries, the power to direct the management of the Company or substantially all of its assets. Upon a change in control, as defined, the restricted stock shall immediately vest and become payable and stock options shall immediately vest and become exercisable. The Merger will constitute a change in control under the terms of the restricted stock and stock options. Upon a going private transaction, the restricted stock and stock options may be converted into either a right to receive an amount of cash based upon the highest price per share of the Company’s Class A common stock paid in the going private transaction, or, as long as the surviving entity is a public company, into a corresponding award with equivalent profit potential in the surviving entity, at the election of the Compensation Committee. Following a going private transaction, the award of restricted stock and stock options will become payable on the earlier to occur of (1) the date on which the award was originally scheduled to vest, or (2) the date on which the recipient’s employment with the Company or the surviving entity is terminated (A) by the Company or the surviving entity other than

for cause, or (B) by the recipient for good reason, if such termination occurs within three years after the going private transaction, or by the recipient for any reason if such termination occurs at least six months, but not more than nine months, after completion of the going private transaction. In addition, the amount payable under the award agreement will include interest from the date of the going private transaction.

Under the applicable award agreements, vesting of restricted stock and stock options granted to employees, including the named executive officers, may be accelerated in certain other circumstances. Under stock option award agreements, upon termination for cause, the entire award is forfeited. Upon termination by the Company without cause, termination by the employee, death, disability or retirement, the unvested portion of the award is forfeited; provided, however, that only with respect to stock options granted in 2006 and 2009, upon death, the entire award is immediately vested. Depending on the type of termination and specific option grant, the time to exercise the vested portion varies from 90 days to three years. With respect to stock options granted in March 2009, depending on the type of termination, the time to exercise the vested option varies from 90 days to the remainder of the term. In no event is this period later than the expiration date, except in the case of death, in which case the time to exercise may be extended for one year after the expiration date. Under restricted stock award agreements, upon any termination for any reason prior to the third anniversary of the grant date other than death or change of control or going private transaction, the entire award is forfeited; upon death, the entire award is immediately vested.

Under the applicable award agreements for performance awards, upon termination for cause, the entire award is forfeited. Upon a change in control, the target performance award vests and is immediately payable (subject to applicable taxes), regardless of the

performance objectives. The Merger will constitute a change in control under the terms of the performance awards. Upon any termination for any reason prior to the payment date other than death, the entire performance award is forfeited. Upon death before the end of the performance period, a pro rata portion of the performance award will vest and be immediately payable; upon death after the end of the performance period but prior to the payment date, the entire performance award will be payable upon the payment date. In the event of a going private transaction, the

target performance award will be payable regardless of the performance objectives on the earliest to occur of (1) the date on which the award was originally scheduled to vest, (2) the recipient’s death, or (3) the date on which the recipient’s employment with the Company, the surviving entity or one of their subsidiaries is terminated (A) by the Company, the surviving entity or one of their subsidiaries other than for cause, or (B) by the recipient for good reason, provided that the recipient remains in the continuous employ of the Company through that date.

The following tables set forth a quantification of estimated severance and other benefits payable to the named executive officers under various circumstances regarding the termination of their employment. In calculating these severance estimates and amounts and other payments, we have taken into consideration or otherwise assumed the following:

In the event of voluntary termination by a named executive officer, none of the named executive officers would have been entitled to any payments at December 31, 2015 other than any payments or

awards that were vested at December 31, 2015 or any pension or other vested retirement benefits.

In the event of termination due to retirement, none of the named executive officers would have been entitled to any payments at December 31, 2015 other than any payments or awards that were

vested at December 31, 2015 or any pension or other vested retirement benefits.

In the event of termination by the Company for Cause, none of the named executive officers would have been entitled to any payments at December 31, 2015 other than any payments or

awards that were vested at December 31, 2015 or any pension or other vested retirement benefits.