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 (b) Termination of Employment for Cause. In the event of Grantee’s Terminationof Employment prior to the Vesting Date by any Mediacom Company for Cause (as defined inSection 3(f)(i) below), then all unvested Restricted Stock Units shall immediately expireand the Grantee shall forfeit all unvested Units.  (c) Termination of Employment Due to Death or Disability. In the event ofGrantee’s Termination of Employment prior to the Vesting Date due to death or Disability,the unvested Restricted Stock Units shall immediately and become nonforfeitable as of thedate of the Grantee’s Termination of Employment due to death or Disability.  (d) Termination of Employment by the Company Without Cause. Except as providedin Section 3(f) below (pertaining to Termination of Employment following a Change ofControl), in the event of Grantee’s Termination of Employment by the Mediacom Companiesfor reasons other than Cause prior to the Vesting Date, a pro-rata portion of the unvestedUnits shall immediately vest upon such Termination of Employment. The number of Unitsthat will become vested and nonforfeitable pursuant to the preceding sentence shall equalthe product of (i) the aggregate number of unvested Units subject to this Award multipliedby (ii) a fraction, the numerator of which is the number of days that have elapsed fromthe Award Date to the date of Grantee’s Termination of Employment by the MediacomCompanies without Cause, and the denominator of which is the number of days from the AwardDate to the Vesting Date. Any fractional shares of Common Stock will be rounded up to thenearest whole share. The Grantee shall forfeit all remaining unvested Units as of his orher Termination of Employment.  (e) Termination of Employment by the Grantee for Good Reason Other Than Within OneYear After a Change of Control. Except as provided in Section 3(f) below (pertainingto Termination of Employment within one year after a Change of Control), in the eventGrantee has a voluntary Termination of Employment for Good Reason (as defined in Section3(g)(iii) below) prior to a Vesting Date, a portion of the unvested Units shallimmediately vest upon such Termination of Employment. The number of Units that willbecome vested and nonforfeitable pursuant to the preceding sentence shall equal theproduct of (i) the aggregate number of unvested Units subject to this Award multiplied by(ii) a fraction, the numerator of which is the number of days that have elapsed from theAward Date to the date of Grantee’s Termination of Employment for Good Reason, and thedenominator of which is the number of days from the Award Date to the Vesting Date. Anyfractional shares of Common Stock will be rounded up to the nearest whole share. TheGrantee shall forfeit all remaining unvested Units as of his or her Termination ofEmployment  (f) Termination of Employment Within One Year After a Change of Control.Notwithstanding any contrary provision of this Agreement or the Plan, all of theRestricted Stock Units subject to this Award shall immediately vest and becomenonforfeitable as of the date of Grantee’s Termination of Employment prior to the VestingDate if (i) during the one year period following a Change of Control (as defined inSection 3(g)(ii) below) the Grantee has a voluntary Termination of Employment for GoodReason (as defined in Section 3(g)(iii) below) or a Termination of Employment by theMediacom Companies for reasons other than Cause and (ii) such Termination of Employmentoccurs at a time when Rocco B. Commisso is not the Chief Executive Officer of the Company(or its successor).  (g) Definitions. For purposes of this Agreement, the following terms shall havethe following meaning: (i) Cause. “Cause” shall exist when the Committee (or, in the case ofan Grantee who is not an executive officer, when the Chief Executive Officer of theCompany) determines in good faith that the Grantee has:
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 (A) committed a criminal act punishable as a felony or a misdemeanorinvolving fraud, dishonesty or moral turpitude; or  (B) willfully violated any material law or regulation applicable to theCompany or any of its Affiliates (as defined in the Plan) or any predecessor ininterest to any cable system or business of the Company or any of its Affiliates(a “predecessor”), including, without limitation, any law or regulation relatingto the trading in securities of the Company or any Affiliate or predecessor); or  (C) used for his or her own benefit or disclosed to any personinformation concerning any Mediacom Company that is confidential and proprietaryto such Mediacom Company (including, but not limited to, information concerningfinancial matters, customers and vendors, employees and other personnel,relationships with industry executives and advisors, business methods andsystems, and business operational plans, policies and directions) unless (x)disclosure of such information is compelled by applicable law or governmentalagency, provided that to the extent not prohibited from so doing under applicablelaw, the Grantee must give the Mediacom Companies prior written notice of theinformation to be so disclosed or (y) the Grantee had a reasonable and good faithbelief that such disclosure was required by the performance of his duties to theMediacom Companies; or  (D) rendered services as an officer, director, employee, consultant oragent to any corporation, company or other form of enterprise that directly orthrough affiliated entities, (x) competes with any Mediacom Company in anyfranchise area in which the Grantee performed significant services while employedby a Mediacom Company or which was within the management or supervisoryjurisdiction of the Grantee while so employed, or (y) otherwise competes with theCompany in any material respect; or  (E) solicited, encouraged or otherwise assisted any person thenemployed by any Mediacom Company to leave such employ for employment with anemployer that is not a Mediacom Company or an Affiliate of the Company; or  (F) made any statement that is negative or derogatory in any way to anyMediacom Company, its business or any of its directors or executive officers andthat the Committee determines to be materially injurious to any Mediacom Company;or  (G) materially breached any agreement or understanding between theGrantee and any Mediacom Company or any predecessor in interest to any cablesystem or business of any Mediacom Company regarding the terms of Grantee’sservice as an employee, officer, director or consultant to any Mediacom Company,including, without limitation, this Agreement, Grantee’s employment agreement (ifany), and any applicable invention assignment, confidentiality or non-competitionagreement or similar agreement; or  (H) failed to perform the material duties required of the Grantee as anemployee, officer, director or consultant of any Mediacom Company (other than asa result of a disability) diligently and in a manner consistent with prudentbusiness practices and continued such failure after having been given notice ofsuch failure by such Mediacom Company; or  (I) intentionally or willfully disregarded in any material respect anyof the policies of any Mediacom Company and continued such failure after havingbeen given notice of such failure by such Mediacom Company;
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   provided, however, that (x) a Termination of Employment shall not be deemed tobe for “Cause” unless at a meeting of the Board called and held (following anyapplicable grace period) in the city in which the Company’s principal executiveoffices are located, of which the Grantee was given not less than 10 business days’prior written notice and at which the Grantee was afforded the opportunity to appearand be heard (and be represented by counsel if he or she so chooses), the Board, bythe vote of a majority of its independent directors adopts a written resolution thatsets forth the Board’s determination that Cause (as defined herein) exists and thebasis for such determination and (y) if the Grantee’s Termination of Employment occursduring the one year period following a Change of Control and at a time when Rocco B.Commisso, is not the Chief Executive Officer of the Company, then “Cause”shall not include any act or omission described in clauses (E) through (I) of theforegoing definition.  (ii) Change of Control. A “Change of Control” occurs if and when: (A) the Company sells all or substantially all of its assets (whetherin a single or series or related transactions), or  (B) any person or group, other than Rocco B. Commisso becomes thedirect or indirect beneficial owner of securities of the Company (or itssuccessor) representing more than 50% of the combined voting power of the thenoutstanding securities of the Company ordinarily (and apart from the rightsaccruing under special circumstances) having the right to vote in the election ofdirectors, regardless of whether such beneficial ownership is acquired as theresult of a purchase or other voluntary or involuntary acquisition of securitiesfrom the Company or any of its shareholders or a merger or consolidation or anyother form of transaction or event or as the result of a single transaction orevent or multiple related or unrelated transactions or events. For purposes ofthe foregoing definition, the terms “person,” “group” and “beneficial owner” (andcorrelative terms such as “beneficial ownership”) shall have the meanings givento them by the Securities and Exchange Commission (the “SEC”) for purposes ofSection 13(d) of the Securities Exchange Act of 1934, as in effect on the AwardDate (the “Exchange Act”), and the number or percentage of any securitiesbeneficially owned by any person or group as of any time shall be determined inaccordance with the SEC’s rules under the Exchange Act as in effect on the AwardDate. (iii) Good Reason. The Grantee shall have “Good Reason” to terminateemployment with the Mediacom Companies if any of the following events shall occur ata time while Rocco B. Commisso is not the Chief Executive Officer of the Company: (A) any material reduction in Grantee’s salary (other than a reductionto which the Grantee specifically consents in writing); or  (B) any failure by the Company (or its successor) or any MediacomCompany to continue in effect any bonus, incentive, insurance or other benefitplan, program or practice in which the Grantee was participating or participatedduring the past year or the taking of any action by the Company (or itssuccessor) or any Mediacom Company that does or could adversely affect theGrantee’s participation in, or materially reduces the Grantee’s benefits under,any such plan, program or practice if such failure or action would constitute abreach of any contractual or other legally binding right grantee has to thebonus, incentive, insurance or other benefit, unless the Company
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   (its successor)or any other Mediacom Company provides the Grantee with an alternative bonus,incentive, insurance or other benefit of substantially equivalent value; or  (C) a significant reduction in the Grantee’s responsibilities orauthority as an employee of any Mediacom Company, or the assignment to theGrantee of any material new duties inconsistent with his or her position, duties,responsibilities and status with the Company (or its successor) or any MediacomCompany, or any removal or failure to reelect the Grantee to any such position,except that the Grantee’s being subject to direction of the Board or any of theCompany’s executive officers to whom he or she reports as of the Award Date shallnot be “Good Reason” under this clause; or  (D) the relocation of the office location assigned to the Grantee bythe Company to a location more than 25 miles from the Grantee’s principal officewithout Grantee’s consent in writing, unless the Grantee’s new office location iswithin 40 miles of Grantee’s principal residence.Notwithstanding the foregoing, the Grantee will not be treated as having “Good Reason”to terminate employment with the Mediacom Companies unless (i) he or she provides theCompany with written notice describing the event or condition that constitutes “GoodReason” to terminate employment within 90 days after the occurrence thereof, (ii) theCompany fails to correct such event or condition within 30 days after receiving suchnotice, and (iii) the Grantee terminates his or her employment with the Company (orits successor) and all other Mediacom Companies within 30 days after the expiration ofthe 30-day cure period specified in clause (ii) of this sentence.**4.** Forfeiture of Units and Shares. Notwithstanding any provisions of this Agreement orthe Plan, the Units granted hereunder and all shares of Common Stock then in possession orcontrol of the Grantee, his or her heirs or legal or personal representatives or any member ofhis or her immediate family that were delivered to the Grantee in settlement of Units shall beautomatically forfeited and cancelled, regardless of the extent to which the Grantee may haveotherwise vested in such Units, upon the determination at any time by the Committee (or in thecase of a Grantee who is not an executive officer, by the Chief Executive Officer of theCompany), that (a) the Grantee has engaged in any of the activities described in Section 3(g)(i) whileemployed by any Mediacom Company,  (b) the Grantee has engaged in any of the activities described in Section 3(g)(i)(B),(C), (E), (F) or (G) at any time within one year following Grantee’s Termination ofTermination of Employment for any reason, or  (c) the Grantee had engaged in any of the activities described in Section 3(g)(i)(D) atany time within one year following a voluntary Termination of Employment by the Grantee;  provided, however, that (x) at a meeting of the Board called and held (following any applicablegrace period) in the city in which the Company’s principal executive offices are located, ofwhich the Grantee was given not less than 10 business days’ prior written notice and at whichthe Grantee was afforded the opportunity to appear and be heard (and be represented by counselif he or she so chooses), the Board, by the vote of a majority of its independent directorsadopts a written resolution which sets forth the Board’s determination that the Grantee hasengaged in such activity and that the Company has suffered significant adverse consequences asa result and which describes in reasonable detail the basis for such determination and (y)during the first year after a Change of Control, the activities described in Section 3(g)(i)(E)through (I) shall not constitute a
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  basis for forfeiture and cancellation of the Units andshares of Common Stock pursuant to this Section. **5.** **Delivery of Shares****.** (a) Timing. The Company shall deliver to the Grantee or his or her legal orpersonal representative shares of Common Stock underlying the vested Units as soon asreasonably practicable on or after (but not later than two months after) the earliest of:(i) the Vesting Date, (ii) the date on which such Units vest in accordance with Section 3above or (iv) such Units otherwise cease to be subject a substantial risk of forfeiturefor purposes of Section 409A of the Code.  (b) Method. The Company shall deliver the shares of Common Stock underlying thevested Units at the time specified in Section 5(a) above, by issuing a certificate forsuch shares to the Grantee or his or her legal or personal representative. Alternatively,in the Company’s discretion, the Company may cause such shares to be registered in bookentry form and deliver a statement reflecting beneficial ownership of such shares. Recordownership, or beneficial ownership if registered in book entry form, shall be in the nameof Grantee (or, if a proper assignment has been made, his or her authorized assignee orlegal representative). The Grantee is responsible for complying with any securities andexchange control laws or any other legal requirements applicable to the Grantee inconnection with the grant of any Units, the vesting of Units, the receipt of any shares ofCommon Stock underlying any vested Units and the disposition of any such shares.  (c) Delay if Issuance Would Violate Applicable Securities Laws. The Companyshall not be obligated to issue or deliver any shares or any certificate or instrumentevidencing any shares of Common Stock if the Company determines in good faith that suchissuance or delivery would constitute a violation by Grantee or the Company of anyapplicable securities law, regulation or rule or requirement of any governmental authorityor agency or any stock exchange or transaction quotation system on which the Common Stockis or becomes listed; provided, however, that the Company will issue and deliver theshares of Common Stock underlying vested Units on the earliest date following the deliverydate specified in Section 5(a) that the Company determines that the issuance or deliveryof such shares will no longer constitute a violation of any applicable securities law,regulation or rule or requirement of any governmental authority or agency or any stockexchange or transaction quotation system on which the Common Stock is or becomes listed.The Company shall have no obligation to register, qualify or list any Units or Shares withthe Securities and Exchange Commission, any state securities commission or any stockexchange or stock quotation system.**6.** **Dividend Equivalents; Adjustments****.** (a) Dividend Equivalents. Whenever dividends are paid or distributions are madewith respect to shares of Common Stock, the Grantee will be credited with DividendEquivalents (as defined in the Plan) with respect to the Grantee’s Restricted Stock Unitsas of the record date for such dividend or distribution. Such Dividend Equivalents willcredited to the Grantee in the form of additional Restricted Stock Units in a numberdetermined by dividing the aggregate value of such Dividend Equivalents by the fair marketvalue of a share of Common Stock at the payment date of the dividend or distribution(rounding to the nearest whole number of shares). The additional Restricted Stock Unitscredited to Grantee pursuant to this Section 6(a) will be subject to the same vesting anddelivery conditions that apply to the Restricted Stock Units with respect to which theDividend Equivalents are issued.
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 (b) Adjustments for Mergers, Etc. In the event that the Committee determinesthat any dividend or other distribution (whether in the form of shares of Common Stock, orother property), recapitalization, forward or reverse stock split, subdivision,consolidation or reduction of capital, reorganization, merger, consolidation, scheme ofarrangement, split-up, spin-off or combination involving the Company or repurchase orexchange of Common Stock or other securities of theCompany or other rights to purchase Common Stock or other securities of the Company, orother similar corporate transaction, then the Committee shall, in such manner as it maydeem equitable, adjust any or all of the number of Restricted Stock Units and type ofshares (or other securities or property) underlying the Restricted Stock Units as providedin the Plan, including, without limitation, Sections 4.2 and 5.7 thereof.**7.** **Termination of Units Upon Change of Control****.**In addition, and without limitation, inthe event of a change of control of the Company, the Committee shall be authorized, in itssole discretion without the consent of the Grantee, to make provision for the cancellation ofthe unvested Units at any time during the period commencing thirty (30) days before and ending12 months after any such change of control of the Company in exchange for cash, shares ofCommon Stock or such other property as the Committee shall determine in its discretion, whichhave a value that is equivalent to the value of the shares of Common Stock underlying suchRestricted Stock Units immediately prior to the cancellation of such Units. **8.** **Non-Transferability of Units****.**Except as provided in the Plan, the Restricted StockUnits shall not be assignable or transferable by the Grantee other than by will or the laws ofdescent. The Units shall terminate and become null and void immediately upon the bankruptcyof the Grantee, or upon any attempted assignment or transfer except as herein provided,including, without limitation, any purported assignment, whether voluntary or by operation oflaw, pledge, hypothecation or other disposition, attachment, or similar process, whether legalor equitable, upon the Units. **9.** **No Special Employment Rights**. Neither the granting of the Units nor the vesting ofthe Units shall be construed to confer upon the Grantee any right with respect to thecontinuation of his or her employment by any Mediacom Company or interfere in any way with theright of any Mediacom Company, subject to the terms of any separate employment agreement tothe contrary, at any time to terminate such employment or to increase or decrease thecompensation of the Grantee from the rate in existence as of the date hereof. Employment withthe Mediacom Companies is “at will” unless otherwise expressly provided in a separateemployment agreement. **10.** **No Rights of Stockholder**. The Grantee shall not be deemed for any purpose to be astockholder of the Company with respect to the Restricted Stock Units except to the extentthat the Units vest and the shares of Common Stock underlying such vested Units have beenissued and delivered to the Grantee. **11.** **Amendment**. Subject to Section 13.2 of the Plan, the Board or the Committee may amendthe Plan in accordance with the provisions of the Plan without the Grantee’s consent. Subjectto the terms of the Plan, the Committee may amend this Agreement without the consent of theGrantee unless such amendment would adversely affect in any material way the rights of theGrantee hereunder. For the sake of certainty, an adjustment provided for in Section 6 ofthis Agreement or Section 4.2 or 5.7 of the Plan and the cancellation of the Units upon achange of control of the Company as provided in Section 7 shall not constitute an amendmentrequiring Grantee’s consent. Any amendment of this Agreement must be in writing and signed onbehalf of the Company by an authorized executive officer. No failure or delay in exercisingany power, right, or remedy will operate as a waiver. A waiver, to be effective, must bewritten and signed by the waiving party. **12.** **Notices**. Any communication or notice required or permitted to be given hereundershall be in writing, and, if to the Company, to its principal place of business, attention:Secretary, and, if to the
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  Grantee, to the address as appearing on the records of the Company.Such communication or notice shall be deemed given if and when (a) properly addressed andposted by registered or certified mail, postage prepaid, or (b) delivered by hand. **13.** **Incorporation of Plan by Reference**. This award of Restricted Stock Units is grantedpursuant to the Plan, the terms of which are incorporated herein by reference, and thisAgreement shall in all respects be interpreted in accordance with the Plan. Capitalized termsused, but not defined in this Agreement have the meanings set forth in the Plan. The Committeeshall interpret and construe the Plan and this Agreement, and its interpretations anddeterminations shall be conclusive and binding upon the parties hereto and any other personclaiming an interest hereunder, with respect to any issue arising hereunder or thereunder. **14.** **Enforcement**. If any provision of this Agreement, or the application of any suchprovision to any person or circumstance, is determined by any court of competent jurisdictionto be invalid or unenforceable, such provision shall nevertheless remain in full force andeffect in all other circumstances and jurisdictions and such invalidity or unenforceabilityshall not affect the validity or enforceability of the remaining provisions of this Agreementor the application of such provisions to any other persons or circumstances other than thosepersons and circumstances within suchjurisdiction to which it is held invalid or unenforceable. If such invalidity orunenforceability is due to the court’s determination that the scope of any provision isexcessively broad or restrictive under applicable law, such court shall construe such provisionby modifying its scope so as to be enforceable to the fullest extent compatible with theapplicable law of such jurisdiction then in effect. **15.** **Controversies**. The Company and the Grantee each consents and agrees that any legalaction or proceeding relating to any matters arising out of or in any manner relating to thisAgreement may only be brought in a court of the State of New York sitting in the County of NewYork or in the United States District Court for the Southern District of New York. The Companyand the Grantee each also expressly and irrevocably consents and submits to the personaljurisdiction of each of such courts in any such actions or proceedings and waives any claim ordefense in any such action or proceeding based on any alleged lack of personal jurisdiction,improper venue, forum non conveniens or any similar basis. Notwithstanding the foregoing, atthe election of the Company, any such legal action or proceeding may be fully and finallyresolved either by the above-described court or by binding arbitration conducted by theAmerican Arbitration Association in New York, New York in accordance with either its rules forthe resolutions of employment disputes or its rules for the resolution of commercial disputes(as also elected by the Company). The Company and the Grantee hereby agree to waive any andall rights that each party has (or may have) to bring such legal actions or proceedings totrial by jury. **16.** **Expiration and Termination****.**This Agreement is subject to the Grantee’s acceptancehereof by signing on the line below and returning an executed counterpart of this Agreement tothe Company at its main office in Middletown, New York, by                          , 20     . **In the eventthe Grantee fails to return an executed counterpart of this Agreement to the Company asaforesaid by such date, this Agreement, the Restricted Stock Units and all of the other rightsgranted to the Grantee hereunder shall immediately and automatically TERMINATE AND EXPIREwithout any further action or notice by the Company.**
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**17.** **Governing Law**. The validity, construction and interpretation of this Agreement shallbe governed by and determined in accordance with the laws of the State of Delaware.**IN WITNESS WHEREOF**, the undersigned have executed this Agreement as of the Award Date.           GRANTEE:   MEDIACOM COMMUNICATIONS CORPORATION:           By:     By:                 Name:     Name: Rocco B. Commisso          Title: Chairman and Chief Executive Officer                        
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