<PAGE>

                                                                   Exhibit 10.14
                                                                   -------------

                       PEGASUS COMMUNICATIONS CORPORATION
                                UNANIMOUS CONSENT
                             OF MANAGEMENT COMMITTEE
                                     FOR THE
                  STOCK OPTION PLAN, THE RESTRICTED STOCK PLAN
                      AND THE EMPLOYEE STOCK PURCHASE PLAN


         The undersigned, being all of the members of the Management Committee
for the Pegasus Communications 1996 Stock Option Plan (the "Stock Option Plan"),
the Pegasus Communications Restricted Stock Plan (the "Restricted Stock Plan"),
and the Pegasus Communications Corporation 2001 Employee Stock Purchase Plan
(the "Employee Stock Purchase Plan"), without the formality of convening a
meeting, hereby waive any written notice required by law and consent and agree
that the following resolutions be, and they hereby are, adopted as of the 19th
day of December 2002:

                  WHEREAS, the Board of Directors of Pegasus Communications
         Corporation ("PCC") has appointed Scott A. Blank and Karen Heisler to
         the Management Committee for the purpose of (i) administering the Stock
         Option Plan and the Restricted Stock Plan with respect to employees who
         are not executive officers of PCC, and (ii) administering the Employee
         Stock Purchase Plan;

                  WHEREAS, on December 6, 2002, a committee of the Board of
         Directors of PCC resolved to effect a one-for-ten reverse stock split
         of the PCC Class A common stock ("Common Stock") effective as of
         December 31, 2002 (the "Effective Date");

                  WHEREAS, in order to reflect the reverse stock split, the
         Management Committee desires to (i) amend the formula award provisions
         of the Stock Option Plan, (ii) adjust the total number of shares
         available for issuance under the Employee Stock Purchase Plan, (iii)
         amend options outstanding under the Stock Option Plan and the
         Restricted Stock Plan with respect to employees who are not executive
         officers of PCC, and (iv) amend options outstanding under the Employee
         Stock Purchase Plan;

                  NOW, THEREFORE, BE IT

                  RESOLVED, that, effective on the Effective Date, (i) the
         aggregate number of shares available for issuance under the Employee
         Stock Purchase Plan shall be adjusted by dividing the number of shares
         available under the Employee Stock Purchase Plan immediately prior to
         the Effective Date by ten and rounding any fraction of a share down to
         the next lowest integer; (ii) the total number of shares subject to
         each option outstanding under the Employee Stock Purchase Plan shall be
         adjusted so as to entitle the holder of the option to purchase the


<PAGE>

         number of full shares of Common Stock determined by dividing the number
         of shares subject to the option immediately prior to the Effective Date
         by ten and rounding any fraction of a share down to the next lowest
         integer; and (iii) the purchase price for each option outstanding under
         the Employee Stock Purchase Plan shall be adjusted so that the purchase
         price equals the lesser of (a) 85% of the closing price of the Common
         Stock on the first business day of the calendar quarter in which the
         Effective Date occurs multiplied by ten, or (b) 85% of the closing
         price of the Common Stock on the last business day of the calendar
         quarter in which the Effective Date occurs;

                  FURTHER RESOLVED, that, effective on the Effective Date, (i)
         the total number of shares subject to options to be granted under the
         formula award provisions of the Plan shall be ten shares with respect
         to an employee who is a full-time employee and five shares with respect
         to an employee who is a part-time employee; and (ii) with respect to
         options granted under the Stock Option Plan to employees who are not
         executive officers of PCC, (a) the total number of shares subject to
         each such option that is outstanding immediately prior to the Effective
         Date shall be adjusted so as to entitle the holder of the option to
         purchase the number of full shares of Common Stock determined by
         dividing the number of shares subject to the option immediately prior
         to the Effective Date by ten and rounding any fraction of a share down
         to the next lowest integer, and (b) the purchase price per share for
         each such option shall be adjusted so that the purchase price equals
         the product of ten multiplied by the purchase price per share in effect
         immediately prior to the Effective Date;

                  FURTHER RESOLVED, that, effective on the Effective Date with
         respect to options granted under the Restricted Stock Plan to employees
         who are not executive officers of PCC, (i) the total number of shares
         subject to each such option outstanding under the Restricted Stock Plan
         shall be adjusted so as to entitle the holder of the option to purchase
         the number of full shares of Common Stock determined by dividing the
         number of shares subject to the option immediately prior to the
         Effective Date by ten and rounding any fraction of a share down to the
         next lowest integer; and (ii) the purchase price per share for each
         such option shall be adjusted so that the purchase price equals the
         product of ten multiplied by the purchase price per share in effect
         immediately prior to the Effective Date;

                  FURTHER RESOLVED, that any Designated Officer (as defined
         below), on behalf of PCC, is severally authorized to execute and
         deliver any and all documents and to take any and all actions that he
         or she determines to be necessary, advisable or convenient in order to
         carry out, or otherwise relating to, any transaction contemplated by
         the foregoing resolutions, and that the execution and delivery of any
         such document or the taking of any such action shall conclusively
         establish any determination required hereby and the authority of such
         Designated Officer therefor;



                                     - 2 -


<PAGE>

                  FURTHER RESOLVED, that any actions heretofore taken by any
         Designated Officer in accordance with the foregoing resolutions be, and
         hereby are, ratified and confirmed; and be it

                  FURTHER RESOLVED, that "Designated Officer" means the
         President, any Vice President, the Secretary, and any Assistant
         Secretary of PCC.

         IN WITNESS WHEREOF, the undersigned have hereunto signed their names as
all of the members of the Management Committee for the Stock Option Plan, the
Restricted Stock Plan and the Employee Stock Purchase Plan.

                                        MANAGEMENT COMMITTEE MEMBER



                                        /s/  Scott A. Blank
                                        ----------------------------------------
                                        Scott A. Blank


                                        /s/ Karen Heisler
                                        ----------------------------------------
                                        Karen Heisler