<PAGE>
 
                                                                   EXHIBIT 10.20


          1997 NON-EMPLOYEE DIRECTORS STOCK APPRECIATION RIGHTS PLAN


     Ascent Entertainment Group, Inc., a Delaware corporation, has adopted the
1997 Non-Employee Directors Stock Plan (the "Plan"), effective as of June 27,
1997, and ratified on October 24, 1997, for the benefit of its eligible
Independent Directors (as such term is defined below).

          The purposes of this Plan are as follows:

          (1)  To provide an additional incentive for directors to further the
growth, development and financial success of the Company by personally
benefitting through the ownership of Company stock appreciation rights which
recognize such growth, development and financial success.

          (2)  To enable the Company to attract and retain the services of
directors of the highest qualifications considered essential to both the short
term challenges confronting the Company and the long range success of the
Company by offering them an opportunity to own Company stock appreciation rights
which will reflect the growth, development and financial success of the Company.

                                   ARTICLE I

                                  DEFINITIONS

          I.1  General.  Wherever the following terms are used in this Plan they
               -------                                                          
shall have the meaning specified below, unless the context clearly indicates
otherwise.

          I.2  Board.  "Board" shall mean the Board of Directors of the Company.
               -----                                                            

          I.3  Code.  "Code" shall mean the Internal Revenue Code of 1986, as
               ----                                                          
amended.

          I.4  Common Stock.  "Common Stock" shall mean the common stock of the
               ------------                                                    
Company, par value $.01 per share, and any equity security of the Company issued
or authorized to be issued in the future, but excluding any warrants, options or
other rights to purchase Common Stock.

          I.5  Company.  "Company" shall mean Ascent Entertainment Group, Inc.,
               -------                                                         
a Delaware corporation.

          I.6  Corporate Transaction.  "Corporate Transaction" shall mean any of
               ---------------------                                            
the following:

                                       1
<PAGE>
 
          (a)  The acquisition by any individual, entity or group (within the
     meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
     1934, as amended (the "Exchange Act") (a "Person") of beneficial ownership
     (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of
     20% or more of either (i) the then outstanding shares of common stock of
     the Company (the "Outstanding Company Common Stock") or (ii) the combined
     voting power of the then outstanding voting securities of the Company
     entitled to vote generally in the election of directors (the "Outstanding
     Company Voting Securities"); provided, however, that for purposes of this
     subsection (a), the following acquisitions shall not constitute a Corporate
     Transaction: (i) any acquisition directly from the Company, (ii) any
     acquisition by the Company, (iii) any acquisition by any employee benefit
     plan (or related trust) sponsored or maintained by the Company or any
     corporation controlled by the Company or (iv) any acquisition by any
     corporation pursuant to a transaction which complies with clauses (i), (ii)
     and (iii) of subsection (c); or

          (b)  Individuals who, as of June 27, 1997, constitute the Board (the
     "Incumbent Board") cease for any reason to constitute at least a majority
     of the Board; provided, however, that any individual becoming a director
     subsequent to June 27, 1997 whose election, or nomination for election by
     the Company's stockholders, was approved by a vote of at least a majority
     of the directors then comprising the Incumbent Board shall be considered as
     though such individual were a member of the Incumbent Board, but excluding,
     for this purpose, any such individual whose initial assumption of office
     occurs as a result of an actual or threatened election contest with respect
     to the election or removal of directors or other actual or threatened
     solicitation of proxies or consents by or on behalf of a Person other than
     the Board; or

          (c)  Consummation of a reorganization, merger or consolidation or sale
     or other disposition of all or substantially all of the assets of the
     Company (a "Business Combination"), in each case, unless, following such
     Business Combination, (i) all or substantially all of the individuals and
     entities who were the beneficial owners, respectively, of the Outstanding
     Company Common Stock and Outstanding Company Voting Securities immediately
     prior to such Business Combination beneficially own, directly or
     indirectly, more than 50% of, respectively, the then outstanding shares of
     common stock and the combined voting power of the then outstanding voting
     securities entitled to vote generally in 

                                       2
<PAGE>
 
     the election of directors, as the case may be, of the corporation resulting
     from such Business Combination (including, without limitation, a
     corporation which as a result of such transaction owns the Company or all
     or substantially all of the Company's assets either directly or through one
     or more subsidiaries) in substantially the same proportions as their
     ownership, immediately prior to such Business Combination of the
     Outstanding Company Common Stock and Outstanding Company Voting Securities,
     as the case may be, (ii) no Person (excluding any corporation resulting
     from such Business Combination or any employee benefit plan (or related
     trust) of the Company or such corporation resulting from such Business
     Combination) beneficially owns, directly or indirectly, 20% or more of,
     respectively, the then outstanding shares of common stock of the
     corporation resulting from such Business Combination or the combined voting
     power of the then outstanding voting securities of such corporation except
     to the extent that such ownership existed prior to the Business Combination
     and (iii) at least a majority of the members of the board of directors of
     the corporation resulting from such Business Combination were members of
     the Incumbent Board at the time of the execution of the initial agreement,
     or of the action of the Board, providing for such Business Combination; or

          (d)  Approval by the stockholders of the Company
     of a complete liquidation or dissolution of the Company.

          I.7  Director.  "Director" shall mean a member of the Board.
               --------                                               

          1.8  Exchange Act.  "Exchange Act" shall mean the Securities Exchange
               ------------                                                    
Act of 1934, as amended.

          1.9  Fair Market Value.  "Fair Market Value" of a share of Common
               -----------------                                           
Stock as of a given date shall be (i) the closing price of a share of Common
Stock on the principal exchange on which shares of Common Stock are then
trading, if any, on such date, or if shares were not traded on such date, then
on the closest preceding date on which a trade occurred, or (ii) if Common Stock
is not traded on an exchange, the closing price for the Common Stock on such
date as reported by NASDAQ or, if NASDAQ is not then in existence, by its
successor quotation system; or (iii) if Common Stock is not publicly traded, the
Fair Market Value of a share of Common Stock as established by the Board acting
in good faith.

          1.10 Grant Date.  "Grant Date" shall mean the date an Independent
               ----------                                                  
Director receives a grant of SARs pursuant to Section 3 of the Plan.

                                       3
<PAGE>
 
          1.11  Independent Director.  "Independent Director" shall mean a
                --------------------                                      
Director who is not an officer or employee of the Company or any of its
Subsidiaries.

          1.12  Holder.  "Holder" shall mean an Independent Director granted an
                ------                                                         
SAR under this Plan.

          1.13  Plan.  "Plan" shall mean the 1997 Non-Employee Directors Stock
                ----                                                          
Plan.

          1.14  Rule 16b-3.  "Rule 16b-3" shall mean that certain Rule 16b-3
                ----------                                                  
under the Exchange Act, as such Rule may be amended from time to time.

          1.15  Stock Appreciation Right or SAR.   "Stock Appreciation Right" or
                -------------------------------                                 
"SAR" shall mean a right to receive cash in an amount equal to the appreciation
in the Fair Market Value of the Common Stock from the date of grant through the
date of exercise as set forth in Article III of this Plan.

          1.16  Subsidiary.  "Subsidiary" shall mean any corporation in an
                ----------                                                
unbroken chain of corporations beginning with the Company if each of the
corporations other than the last corporation in the unbroken chain then owns
stock possessing fifty percent or more of the total combined voting power of all
classes of stock in one of the other corporations in such chain.

          1.17  Termination of Directorship.  "Termination of Directorship"
                ---------------------------                                
shall mean the time when a Holder ceases to be a Director for any reason,
including, but not by way of limitation, a termination by resignation, failure
to be elected, death or retirement.  The Board, in its sole and absolute
discretion, shall determine the effect of all matters and questions relating to
Termination of Directorship.

                                  ARTICLE II

                            SHARES SUBJECT TO PLAN

          II.1  Shares Subject to Plan.  The shares subject to SARs shall be
                ----------------------                                      
shares of the Company's Common Stock.  The aggregate number of such shares which
will relate to SARs issued under the Plan shall not exceed seven hundred
thousand (700,000).
          -------  

          II.2  Unexercised SARS.  If any SARs issued under the Plan expire or
                ----------------                                              
are canceled without having been fully exercised, the number of shares subject
to such SARs but as to which such SARs were not exercised prior to their
expiration or cancellation 

                                       4
<PAGE>
 
may again be subject to an SAR hereunder, subject to the limitations of Section
2.1.

                                  ARTICLE III

                               GRANTING OF SARs

          3.1  Eligibility.  Each Independent Director of the Company shall be
               -----------                                                    
eligible to be granted SARs at the times and in the manner set forth in Section
3.2.

          3.2  Granting of SARs
               ----------------

          (a)  On June 27, 1997, each individual then serving on or elected to
the Board and continuing to serve after such date as an Independent Director
shall be granted an SAR with respect to 100,000 shares of Common Stock.

          (b)  Subsequent to June 27, 1997, each individual, other than those
individuals described in subsection (a) above, who is elected or appointed to
the Board of Directors and is an Independent Director shall be granted, on a
one-time basis, an SAR with respect to 100,000 shares of Common Stock.

                                  ARTICLE IV

                                 TERMS OF SARS

          4.1  SAR Agreement.  Each SAR grant shall be evidenced by a written
               -------------                                                 
SAR Agreement, which shall be executed by the Holder and an authorized officer
of the Company and which shall contain such terms and conditions as the Board
shall determine, consistent with this Plan.

          4.2  SAR Price.  The exercise price per share of the shares of Common
               ---------                                                       
Stock subject to each SAR shall be the Fair Market Value of a share of Common
Stock on the date of grant of such SAR.

          4.3  SAR Term.  The term of a grant of SARs under the Plan shall be
               --------                                                      
ten (10) years from the date the SARs are granted.

          4.4  SAR Vesting
               -----------

          (a)  Each SAR grant shall vest as follows:

<TABLE>
<CAPTION>
                                                  Percent of SAR grant
Date                                              Which Is Exercisable
----                                              --------------------
<S>                                               <C> 
Prior to the first anniversary of the                     0%
</TABLE>

                                       5
<PAGE>
 
<TABLE>
<S>                                                              <C>
Grant Date

After the first anniversary of the Grant Date                     25%
 
After the second anniversary of the Grant Date                    50%

After the third anniversary of the Grant Date                    100%
</TABLE>

          (b)  Except as otherwise provided in this Plan, no portion of an SAR
grant which is unexercisable at a Termination of Directorship shall thereafter
become exercisable.

          4.5  Consideration. In consideration of the granting of an SAR, the
               -------------
Holder shall agree, in the written SAR Agreement, to serve as an Independent
Director of the Company or any Subsidiary until the next annual meeting of
stockholders of the Company. Nothing in this Plan or in any SAR Agreement
hereunder shall interfere with or restrict in any way the rights of the Company,
which are hereby expressly reserved, to remove any Holder as a Director at any
time for any reason whatsoever, with or without good cause.

                                   ARTICLE V

                               EXERCISE OF SARS

          5.1  Partial Exercise.  Vested SARs may be exercised in whole or in
               ----------------                                              
part.  However, SARs shall not be exercisable with respect to fractional shares
and the Board may require that, by the terms of the SAR, a partial exercise be
with respect to a minimum number of shares.

          5.2  Manner of Exercise.  All or a portion of exercisable SARs shall
               ------------------                                             
be deemed exercised upon delivery of all of the following to the Secretary of
the Company or his office:

          (a)  A written notice complying with the applicable rules established
by the Board stating that the SARs, or a portion thereof, are exercised.  The
notice shall be signed by the Holder or such other person then entitled to
exercise the SARs or such portion; and

          (b)  In the event that SARs shall be exercised pursuant to Section 7.1
by any person or persons other than the Holder, appropriate proof of the right
of such person or persons to exercise the SARs.

                                       6
<PAGE>
 
          5.3  Conditions to Payment Pursuant to the SARs.  The Company shall
               ------------------------------------------                    
not be required to make the cash payment related to the exercise of rights under
the SARs prior to fulfillment of all of the following conditions:

          (a)  The lapse of such reasonable period of time following the
exercise of the SARs as the Board may establish from time to time for reasons of
administrative convenience; and

          (b)  The retention out of the SAR exercise proceeds by the Company of
full payment for any applicable taxes.

          5.4  Rights as Stockholders.  The Holders of SARs shall not be, nor
               ----------------------                                        
have any of the rights or privileges of, stockholders of the Company in respect
of such SARs.

          5.5  Limitations on Exercise of SARs.  No SAR may be exercised to any
               -------------------------------                                 
extent by anyone after the first to occur of the following events:

          (a)  the expiration of twelve months from the date of the Holder's
death;

          (b)  the expiration of twelve months from the date of the Holder's
Termination of Directorship by reason of his permanent and total disability
(within the meaning of Section 22(e)(3) of the Code);

          (c)  the expiration of three months from the date of the Holder's
Termination of Directorship for any reason other than such Holder's death or his
permanent and total disability, unless the Holder dies within said three-month
period;

          (d)  the expiration of twelve months from the date of a Corporate
Transaction; or

          (e)  the expiration of ten years from the date the SARS were granted.

                                       7
<PAGE>
 
                                  ARTICLE VI

                                ADMINISTRATION

          6.1  Duties and Powers of Board.  It shall be the duty of the Board to
               --------------------------                                       
conduct the general administration of this Plan in accordance with its
provisions.  The Board shall have the power to interpret this Plan and the
agreements pursuant to which SARs are granted, and to adopt such rules for the
administration, interpretation, and application of this Plan as are consistent
therewith and to interpret, amend or revoke any such rules.  Any such grant
under this Plan need not be the same with respect to each Holder.

          6.2  Majority Rule.  The Board shall act by a majority of its members
               -------------                                                   
in attendance at a meeting at which a quorum is present or by a consent,
memorandum or other written instrument signed by all members of the Board.

          6.3  Compensation; Professional Assistance; Good Faith Actions.  All
               ---------------------------------------------------------      
expenses and liabilities which members of the Board incur in connection with the
administration of this Plan shall be borne by the Company.  The Board may, but
is not required to, employ attorneys, consultants, accountants, appraisers,
brokers, or other persons.  The Board, the Company and the Company's officers
and Directors shall be entitled to rely upon the advice, opinions or valuations
of any such persons.  All actions taken and all interpretations and
determinations made by the Board in good faith shall be final and binding upon
all Holders, the Company and all other interested persons.  No members of the
Board shall be personally liable for any action, determination or interpretation
made in good faith with respect to this Plan or the SARs granted pursuant to
this Plan, and all members of the Board shall be fully protected by the Company
in respect of any such action, determination or interpretation.

                                       8
<PAGE>
 
                                  ARTICLE VII

                           MISCELLANEOUS PROVISIONS

          7.1  Not Transferable.  SARs under this Plan may not be sold, pledged,
               ----------------                                                 
assigned, or transferred in any manner other than by will or the laws of descent
and distribution.  No SAR or interest or right therein shall be liable for the
debts, contracts or engagements of the Holder or his successors in interest or
shall be subject to disposition by transfer, alienation, anticipation, pledge,
encumbrance, assignment or any other means whether such disposition be voluntary
or involuntary or by operation of law by judgment, levy, attachment, garnishment
or any other legal or equitable proceedings (including bankruptcy), and any
attempted disposition thereof shall be null and void and of no effect.

          During the lifetime of the Holder, only he or she may exercise an SAR
(or any portion thereof) granted to him or her under the Plan.  After the death
of the Holder, any exercisable portion of an SAR may, prior to the time when
such portion becomes unexercisable under the Plan or the applicable SAR
Agreement, be exercised by his or her personal representative or by any person
empowered to do so under the deceased Holder's will or under the then applicable
laws of descent and distribution.

          7.2  Amendment, Suspension or Termination of this Plan.  Unless sooner
               -------------------------------------------------                
terminated under this Section 7.2, the Plan will terminate on June 27, 2007.
The Plan may be wholly or partially amended or otherwise modified, suspended or
terminated at any time or from time to time by the Board.  However, without
approval of the Company's stockholders given within twelve months before or
after the action by the Board, no action of the Board may, except as provided in
Section 7.3, increase the limits imposed in Section 2.1 on the maximum number of
shares related to SARs which may be issued under this Plan, and no action of the
Board may be taken that would otherwise require stockholder approval as a matter
of applicable law, regulation or rule; provided, however, that by approving this
Plan stockholders will be authorizing an amendment of the Plan for the purpose
of converting the SARs to options to purchase shares of the Common Stock on
substantially the same terms as the existing SARs.  Notwithstanding the
foregoing, except as permitted by the applicable exemptive conditions of Rule
16b-3, the provisions of this Plan relating to grant of SARs to Independent
Directors, including the amount, price and timing thereof, shall not be amended
more than once in any six-month period other than to comport with changes in the
Code, the Employee Retirement Income Security Act of 1974, as amended, or the
respective rules thereunder.  No amendment, suspension or termination of this
Plan 

                                       9
<PAGE>
 
shall, without the consent of the Holders, alter or impair any rights or
obligations under any SARs theretofore granted, unless the award itself
otherwise expressly so provides. No SARs may be granted during any period of
suspension or after termination of this Plan.

          7.3  Changes in Common Stock or Assets of the Company, Acquisition or
               ----------------------------------------------------------------
               Liquidation of the Company and Other Corporate Events.
               ----------------------------------------------------- 

          (a)  Subject to Section 7.3(e), in the event that the Board determines
that any dividend or other distribution (whether in the form of cash, Common
Stock, other securities, or other property), recapitalization, reclassification,
stock split, reverse stock split, reorganization, merger, consolidation, split-
up, spin-off, combination, repurchase, liquidation, dissolution, or sale,
transfer, exchange or other disposition of all or substantially all of the
assets of the Company, or exchange of Common Stock or other securities of the
Company, issuance of warrants or other rights to purchase Common Stock or other
securities of the Company, or other similar corporate transaction or event, in
the Board's sole discretion, affects the Common Stock such that an adjustment is
determined by the Board to be appropriate in order to prevent dilution or
enlargement of the benefits or potential benefits intended to be made available
under the Plan or with respect to an SAR then the Board shall, in such manner as
it may deem equitable, adjust any or all of

               (i)   the number and kind of shares of Common Stock (or other
     securities or property) with respect to which SARS are granted under the
     Plan (including, but not limited to, adjustments of the limitations in
     Section 2.1 on the maximum number and kind of shares which may be issued
     related to SARs),

               (ii)  the number and kind of shares of Common Stock (or other
     securities or property) subject to outstanding SARs, and

               (iii) the grant or exercise price with respect to any SARs.

          (b)  Subject to Section 7.3(e), in the event of any corporate
transaction or other event described in Section 7.3(a) which results in shares
of Common Stock being exchanged for or converted into cash, securities
(including securities of another corporation) or other property, the Board will
have the right to terminate this Plan as of the date of the event or
transaction, in which case all SARs granted under this Plan shall become the

                                       10
<PAGE>
 
right to receive such cash, securities or other property, net of any applicable
exercise price.

          (c)  Subject to Sections 7.3(c)(vi) and 7.3(e), in the event of any
corporate transaction or other event described in Section 7.3(a) or any unusual
or nonrecurring transactions or events affecting the Company, any affiliate of
the Company, or the financial statements of the Company or any affiliate, or of
changes in applicable laws, regulations, or accounting principles, the Board in
its discretion is hereby authorized to take any one or more of the following
actions whenever the Board determines that such action is appropriate in order
to prevent dilution or enlargement of the benefits or potential benefits
intended to be made available under the Plan or with respect to any SARs granted
under this Plan, to facilitate such transactions or events or to give effect to
such changes in laws, regulations or principles:

               (i)   In its sole and absolute discretion, and on such terms and
     conditions as it deems appropriate, the Board may provide, either
     automatically or upon the Holder's request, for either the purchase of any
     such SAR for an amount of cash equal to the amount that would have been
     received upon the exercise of such SAR had such SAR been currently
     exercisable or payable or the replacement of such SAR with other rights or
     property selected by the Board in its sole discretion;

               (ii)  In its sole and absolute discretion, the Board may provide,
     either by the terms of such SAR or by action taken prior to the occurrence
     of such transaction or event that it cannot be exercised after such event;

               (iii) In its sole and absolute discretion, and on such terms and
     conditions as it deems appropriate, the Board may provide, either by the
     terms of such SAR or by action taken prior to the occurrence of such
     transaction or event, that for a specified period of time prior to such
     transaction or event, such SAR shall be exercisable as to all shares
     covered thereby, notwithstanding anything to the contrary in (a) Section
     4.4 or (b) the provisions of such SAR;

               (iv)  In its sole and absolute discretion, and on such terms and
     conditions as it deems appropriate, the Board may provide, either by the
     terms of such SARs or by action taken prior to the occurrence of such
     transaction or event, that upon such event, such SAR be assumed by the
     successor corporation, or a parent or subsidiary thereof, or shall be
     substituted for by similar awards covering the stock of the 

                                       11
<PAGE>
 
     successor corporation, or a parent or subsidiary thereof, with appropriate
     adjustments as to the number and kind of shares and prices;

               (v)  In its sole and absolute discretion, and on such terms and
     conditions as it deems appropriate, the Board may make adjustments in the
     number and type of shares of Common Stock (or other securities or property)
     subject to outstanding SARs, and/or in the terms and conditions of such
     SARs (including the grant or exercise price), and the criteria included in,
     awards which may be granted in the future; and

               (vi) The foregoing discretionary terms of this Section 7.3(c)
     shall be permitted with respect to SARs to the extent that such discretion
     would be inconsistent with the requirements of Rule 16b-3.  In the event of
     a Corporate Transaction, to the extent that the Board does not have the
     ability under Rule 16b-3 to take or to refrain from taking the
     discretionary actions set forth above, each SAR shall be exercisable as to
     all shares covered thereby during the five days immediately preceding the
     consummation of such Corporate Transaction and subject to such
     consummation, notwithstanding anything to the contrary in Section 4.4, SARs
     cannot be exercised following such event.

          (d)  Subject to Section 7.3(e) and 7.8, the Board may, in its
discretion, include such further provisions and limitations in any SAR
agreement, as it may deem equitable and in the best interests of the Company.

          (e)  No adjustment or action described in this Section 7.3 or in any
other provision of the Plan shall be authorized to the extent that such
adjustment or action would violate Section 16 of the Exchange Act or the
exemptive conditions of Rule 16b-3.  The number of shares of Common Stock
subject to any SAR shall always be rounded to the next whole number.

          7.4  Approval of Plan by Stockholders.  This Plan will be submitted
               --------------------------------                              
for the approval of the Company's stockholders within twelve months after the
date of the Board's initial adoption of this Plan.  SARs may be granted prior to
such stockholder approval, provided that such SARs shall not be exercisable
prior to the time when this Plan is approved by the stockholders, and provided
further that if such approval has not been obtained at the end of said twelve-
month period, all SARs previously granted under this Plan shall thereupon be
canceled and become null and void.

                                       12
<PAGE>
 
          7.5  Forfeiture Provisions.  Pursuant to its general authority to
               ---------------------                                       
determine the terms and conditions applicable to SAR awards under the Plan, the
Board shall have the right (to the extent consistent with the requirements of
Rule 16b-3) to provide, in the terms of SAR awards made under the Plan, or to
require the recipient to agree by separate written instrument, that (a) any
proceeds, gains or other economic benefit actually or constructively received by
the recipient upon any receipt or exercise of the SARs, must be paid to the
Company, and (b) the award shall terminate and any unexercised portion of such
award (whether or not vested) shall be forfeited, if (i) a Termination of
Directorship occurs prior to a specified date, or within a specified time period
following receipt or exercise of the award, or (ii) the recipient at any time,
or during a specified time period, engages in any activity in competition with
the Company, or which is inimical, contrary or harmful to the interests of the
Company, as further defined by the Board.

          7.6  Limitations Applicable to Section 16 Persons.  Notwithstanding
               --------------------------------------------                  
any other provision of this Plan, the Plan and any SAR granted to an Independent
Director who is then subject to Section 16 of the Exchange Act, shall be subject
to any additional limitations set forth in any applicable exemptive rule under
Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the
Exchange Act) that are requirements for the application of such exemptive rule.
To the extent permitted by applicable law, the Plan and the SARs granted
hereunder shall be deemed amended to the extent necessary to conform to such
applicable exemptive rule.

          7.7  Effect of Plan Upon Incentive and Compensation Plans.  The
               ----------------------------------------------------      
adoption of this Plan shall be in lieu of, and the Board is terminating
effective June 27, 1997, any other compensation plans or arrangements for
Directors.  The adoption of this Plan shall not affect any compensation or
incentive plans for officers or employees in effect for the Company or any
Subsidiary.  Nothing in this Plan shall be construed to limit the right of the
Company (i) to establish any other forms of incentives or compensation for
employees of the Company or any Subsidiary or (ii) to grant or assume SARs or
other rights otherwise than under this Plan in connection with any proper
corporate purpose including but not by way of limitation, the grant or
assumption of SARs in connection with the acquisition by purchase, lease,
merger, consolidation or otherwise, of the business, stock or assets of any
corporation, partnership, firm or association.

          7.8  Compliance with Laws.  This Plan and the granting and vesting of
               --------------------                                            
SARs under this Plan are subject to compliance with all applicable federal and
state laws, rules and 

                                       13
<PAGE>
 
regulations. To the extent permitted by applicable law, the Plan and the SARs
granted hereunder shall be deemed amended to the extent necessary to conform to
such laws, rules and regulations.

          7.9   Titles.  Titles are provided herein for convenience only and are
                ------                                                          
not to serve as a basis for interpretation or construction of this Plan.

          7.10  Governing Law.  This Plan and any agreements hereunder shall be
                -------------                                                  
administered, interpreted and enforced under the internal laws of the State of
Delaware without regard to conflicts of laws thereof.

          I hereby certify that the foregoing Plan was duly adopted by the Board
of Directors of Ascent Entertainment Group, Inc. effective as of June 27, 1997,
and ratified by such Board of Directors on October 24, 1997.

          Executed as of the 24th day of October, 1997



                                                  /s/ Arthur M. Aaron
                                             ----------------------------
                                                      Secretary

                                       14